UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
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 December 28, 2024
OR
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number:
001-40840
RBC BEARINGS INCORPORATED
(Exact name of registrant
as specified in its charter)
Delaware | | 95-4372080 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
One Tribology Center | | |
Oxford, CT | | 06478 |
(Address of principal executive offices) | | (Zip Code) |
(203) 267-7001
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 per share | | RBC | | The New York Stock Exchange |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, 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 | ☒ | 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 is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of January 24, 2025, RBC Bearings Incorporated had 31,444,245 shares
of Common Stock outstanding.
TABLE
OF CONTENTS
Part
I. FINANCIAL INFORMATION
Item
1. Consolidated Financial Statements
RBC
Bearings Incorporated
Consolidated
Balance Sheets
(dollars
in millions)
| |
December
28,
2024 | | |
March
30,
2024 | |
ASSETS | |
(Unaudited) | | |
| |
Current assets: | |
| | |
| |
Cash and
cash equivalents | |
$ | 60.6 | | |
$ | 63.5 | |
Accounts receivable, net of allowances of $4.7 as of December 28, 2024 and $4.4 as of March 30, 2024 | |
| 256.1 | | |
| 255.2 | |
Inventory | |
| 656.9 | | |
| 622.8 | |
Prepaid
expenses and other current assets | |
| 29.7 | | |
| 24.0 | |
Total current assets | |
| 1,003.3 | | |
| 965.5 | |
Property, plant and equipment,
net | |
| 357.7 | | |
| 361.0 | |
Operating lease assets,
net | |
| 46.4 | | |
| 41.4 | |
Goodwill | |
| 1,871.6 | | |
| 1,874.9 | |
Intangible assets, net | |
| 1,341.6 | | |
| 1,391.9 | |
Other
noncurrent assets | |
| 45.1 | | |
| 43.9 | |
Total
assets | |
$ | 4,665.7 | | |
$ | 4,678.6 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’
EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 130.1 | | |
$ | 116.2 | |
Accrued expenses and
other current liabilities | |
| 152.9 | | |
| 167.3 | |
Current operating lease
liabilities | |
| 8.0 | | |
| 7.0 | |
Current
portion of long-term debt | |
| 1.7 | | |
| 3.8 | |
Total current liabilities | |
| 292.7 | | |
| 294.3 | |
Long-term debt, less
current portion | |
| 999.7 | | |
| 1,188.1 | |
Noncurrent operating
lease liabilities | |
| 39.1 | | |
| 35.3 | |
Deferred income taxes | |
| 270.9 | | |
| 284.2 | |
Other
noncurrent liabilities | |
| 124.1 | | |
| 124.8 | |
Total liabilities | |
| 1,726.5 | | |
| 1,926.7 | |
| |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Preferred stock, $.01 par value; authorized shares: 10,000,000 as of December 28, 2024 and March 30, 2024, respectively; issued and outstanding shares: 0 and 4,600,000 as of December 28, 2024 and March 30, 2024, respectively | |
| — | | |
| 0.0 | |
Common stock, $.01 par value; authorized shares: 60,000,000 at December 28, 2024 and March 30, 2024, respectively; issued and outstanding shares: 32,488,692 and 30,227,444 as of December 28, 2024 and March 30, 2024, respectively | |
| 0.3 | | |
| 0.3 | |
Additional paid-in capital | |
| 1,666.7 | | |
| 1,625.2 | |
Accumulated other comprehensive
income/(loss) | |
| (6.0 | ) | |
| 0.7 | |
Retained earnings | |
| 1,377.9 | | |
| 1,216.8 | |
Treasury stock, at cost: 1,044,147 shares and 1,015,053 shares as of
December 28, 2024 and March 30, 2024, respectively | |
| (99.7 | ) | |
| (91.1 | ) |
Total
stockholders’ equity | |
| 2,939.2 | | |
| 2,751.9 | |
Total
liabilities and stockholders’ equity | |
$ | 4,665.7 | | |
$ | 4,678.6 | |
See accompanying
notes.
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in millions, except per share data)
(Unaudited)
|
|
Three
Months Ended |
|
|
Nine
Months Ended |
|
|
|
December
28,
2024 |
|
|
December
30,
2023 |
|
|
December
28,
2024 |
|
|
December
30,
2023 |
|
Net
sales |
|
$ |
394.4 |
|
|
$ |
373.9 |
|
|
$ |
1,198.6 |
|
|
$ |
1,146.6 |
|
Cost of sales |
|
|
219.5 |
|
|
|
215.9 |
|
|
|
665.9 |
|
|
|
654.4 |
|
Gross
margin |
|
|
174.9 |
|
|
|
158.0 |
|
|
|
532.7 |
|
|
|
492.2 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general
and administrative |
|
|
70.1 |
|
|
|
63.9 |
|
|
|
207.2 |
|
|
|
189.1 |
|
Other, net |
|
|
19.2 |
|
|
|
18.9 |
|
|
|
56.3 |
|
|
|
55.1 |
|
Total
operating expenses |
|
|
89.3 |
|
|
|
82.8 |
|
|
|
263.5 |
|
|
|
244.2 |
|
Operating
income |
|
|
85.6 |
|
|
|
75.2 |
|
|
|
269.2 |
|
|
|
248.0 |
|
Interest expense,
net |
|
|
14.2 |
|
|
|
19.3 |
|
|
|
47.0 |
|
|
|
59.9 |
|
Other non-operating
(income)/expense |
|
|
(3.3 |
) |
|
|
(0.9 |
) |
|
|
(1.8 |
) |
|
|
0.4 |
|
Income
before income taxes |
|
|
74.7 |
|
|
|
56.8 |
|
|
|
224.0 |
|
|
|
187.7 |
|
Provision for
income taxes |
|
|
16.8 |
|
|
|
10.2 |
|
|
|
50.5 |
|
|
|
39.4 |
|
Net
income |
|
|
57.9 |
|
|
|
46.6 |
|
|
|
173.5 |
|
|
|
148.3 |
|
Preferred stock
dividends |
|
|
1.0 |
|
|
|
5.8 |
|
|
|
12.4 |
|
|
|
17.3 |
|
Net
income attributable to common stockholders |
|
$ |
56.9 |
|
|
$ |
40.8 |
|
|
$ |
161.1 |
|
|
$ |
131.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per common share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.83 |
|
|
$ |
1.41 |
|
|
$ |
5.42 |
|
|
$ |
4.53 |
|
Diluted |
|
$ |
1.82 |
|
|
$ |
1.39 |
|
|
$ |
5.38 |
|
|
$ |
4.49 |
|
Weighted average
common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
31,041,126 |
|
|
|
28,924,073 |
|
|
|
29,740,170 |
|
|
|
28,885,453 |
|
Diluted |
|
|
31,222,623 |
|
|
|
29,204,570 |
|
|
|
29,953,883 |
|
|
|
29,153,469 |
|
See
accompanying notes.
RBC
Bearings Incorporated
Consolidated
Statements of Comprehensive Income
(dollars
in millions)
(Unaudited)
|
|
Three
Months Ended |
|
|
Nine
Months Ended |
|
|
|
December
28, 2024 |
|
|
December
30, 2023 |
|
|
December
28, 2024 |
|
|
December
30, 2023 |
|
Net
income |
|
$ |
57.9 |
|
|
$ |
46.6 |
|
|
$ |
173.5 |
|
|
$ |
148.3 |
|
Pension
and postretirement liability adjustments, net of taxes (1) |
|
|
0.3 |
|
|
|
0.2 |
|
|
|
0.9 |
|
|
|
0.7 |
|
Change
in fair value of interest rate swap(2) |
|
|
0.3 |
|
|
|
(3.2 |
) |
|
|
(1.6 |
) |
|
|
2.1 |
|
Change
in fair value of cross currency swap(3) |
|
|
2.5 |
|
|
|
— |
|
|
|
0.4 |
|
|
|
— |
|
Foreign
currency translation adjustments |
|
|
(12.0 |
) |
|
|
10.9 |
|
|
|
(6.4 |
) |
|
|
9.0 |
|
Total
comprehensive income |
|
$ |
49.0 |
|
|
$ |
54.5 |
|
|
$ |
166.8 |
|
|
$ |
160.1 |
|
See
accompanying notes.
RBC
Bearings Incorporated
Consolidated
Statements of Stockholders’ Equity
(dollars
in millions)
(Unaudited)
|
|
Common
Stock |
|
|
Preferred
Stock |
|
|
Additional
Paid-in |
|
|
Accumulated
Other Comprehensive |
|
|
Retained |
|
|
Treasury
Stock |
|
|
Total
Stockholders’ |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income/(Loss) |
|
|
Earnings |
|
|
Shares |
|
|
Amount |
|
|
Equity |
|
Balance
at March 30, 2024 |
|
|
30,227,444 |
|
|
$ |
0.3 |
|
|
|
4,600,000 |
|
|
$ |
0.0 |
|
|
$ |
1,625.2 |
|
|
$ |
0.7 |
|
|
$ |
1,216.8 |
|
|
|
(1,015,053 |
) |
|
$ |
(91.1 |
) |
|
$ |
2,751.9 |
|
Net
income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
61.4 |
|
|
|
— |
|
|
|
— |
|
|
|
61.4 |
|
Stock-based
compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.2 |
|
Preferred
stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5.7 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5.7 |
) |
Repurchase
of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(27,208 |
) |
|
|
(8.0 |
) |
|
|
(8.0 |
) |
Exercise
of equity awards |
|
|
8,642 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.2 |
|
Change in pension and post-retirement plan benefit adjustments, net of tax benefit of $0.0 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
|
Issuance
of stock, net of forfeitures |
|
|
27,399 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Change in fair value of interest rate swap, net of tax benefit of $0.0 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.1 |
) |
Currency
translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.0 |
) |
Balance
at June 29, 2024 |
|
|
30,263,485 |
|
|
$ |
0.3 |
|
|
|
4,600,000 |
|
|
$ |
0.0 |
|
|
$ |
1,630.6 |
|
|
$ |
(0.4 |
) |
|
$ |
1,272.5 |
|
|
|
(1,042,261 |
) |
|
$ |
(99.1 |
) |
|
$ |
2,803.9 |
|
Net
income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
54.2 |
|
|
|
— |
|
|
|
— |
|
|
|
54.2 |
|
Stock-based
compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.0 |
|
Preferred
stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5.7 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5.7 |
) |
Repurchase
of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,469 |
) |
|
|
(0.4 |
) |
|
|
(0.4 |
) |
Early
conversion of mandatory convertible preferred stock to common stock |
|
|
661 |
|
|
|
— |
|
|
|
(1,500 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercise
of equity awards |
|
|
147,484 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24.0 |
|
Change in pension and post-retirement plan benefit adjustments, net of tax expense of $0.1 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.6 |
|
Issuance
of stock, net of forfeitures |
|
|
(269 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Change in fair value of interest rate swap, net of tax benefit of $0.5 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.8 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.8 |
) |
Change in fair value of cross currency swap, net of tax benefit of $0.6 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2.1 |
) |
Currency
translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6.6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6.6 |
|
Balance
at September 28, 2024 |
|
|
30,411,361 |
|
|
$ |
0.3 |
|
|
|
4,598,500 |
|
|
$ |
0.0 |
|
|
$ |
1,658.6 |
|
|
$ |
2.9 |
|
|
$ |
1,321.0 |
|
|
|
(1,043,730 |
) |
|
$ |
(99.5 |
) |
|
$ |
2,883.3 |
|
Net
income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
57.9 |
|
|
|
— |
|
|
|
— |
|
|
|
57.9 |
|
Stock-based
compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.9 |
|
Preferred
stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1.0 |
) |
Repurchase
of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(417 |
) |
|
|
(0.2 |
) |
|
|
(0.2 |
) |
Conversion
of mandatory convertible preferred stock to common stock |
|
|
2,029,294 |
|
|
|
— |
|
|
|
(4,598,500 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercise
of equity awards |
|
|
33,772 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.8 |
|
Change in pension and post-retirement plan benefit adjustments, net of tax expense of $0.0 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
Issuance
of stock, net of forfeitures |
|
|
14,265 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.4 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.4 |
|
Change in fair value of interest rate swap, net of tax expense of $0.1 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
Change in fair value of cross currency swap, net of tax expense of $0.7 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.5 |
|
Currency
translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12.0 |
) |
Balance
at December 28, 2024 |
|
|
32,488,692 |
|
|
$ |
0.3 |
|
|
|
— |
|
|
|
— |
|
|
$ |
1,666.7 |
|
|
$ |
(6.0 |
) |
|
$ |
1,377.9 |
|
|
|
(1,044,147 |
) |
|
$ |
(99.7 |
) |
|
$ |
2,939.2 |
|
See
accompanying notes.
RBC
Bearings Incorporated
Consolidated
Statements of Stockholders’ Equity
(dollars
in millions)
(Unaudited)
|
|
Common
Stock |
|
|
Preferred
Stock |
|
|
Additional
Paid-in |
|
|
Accumulated
Other Comprehensive |
|
|
Retained |
|
|
Treasury
Stock |
|
|
Total
Stockholders’ |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income/(Loss) |
|
|
Earnings |
|
|
Shares |
|
|
Amount |
|
|
Equity |
|
Balance
at April 1, 2023 |
|
|
29,989,948 |
|
|
$ |
0.3 |
|
|
|
4,600,000 |
|
|
$ |
0.0 |
|
|
$ |
1,589.9 |
|
|
$ |
(4.1 |
) |
|
$ |
1,029.9 |
|
|
|
(966,398 |
) |
|
$ |
(80.1 |
) |
|
$ |
2,535.9 |
|
Net
income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
50.0 |
|
|
|
— |
|
|
|
— |
|
|
|
50.0 |
|
Stock-based
compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.9 |
|
Preferred
stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5.7 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5.7 |
) |
Repurchase
of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(32,804 |
) |
|
|
(6.8 |
) |
|
|
(6.8 |
) |
Exercise
of equity awards |
|
|
11,772 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.0 |
|
Change in pension and post-retirement plan benefit adjustments, net of tax expense of $0.2 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.5 |
|
Issuance
of stock, net of forfeitures |
|
|
54,627 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Change in fair value of interest rate swap, net of tax expense of $1.4 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.8 |
|
Currency
translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.1 |
|
Balance
at July 1, 2023 |
|
|
30,056,347 |
|
|
$ |
0.3 |
|
|
|
4,600,000 |
|
|
$ |
0.0 |
|
|
$ |
1,595.8 |
|
|
$ |
4.3 |
|
|
$ |
1,074.2 |
|
|
|
(999,202 |
) |
|
$ |
(86.9 |
) |
|
$ |
2,587.7 |
|
Net
income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
51.7 |
|
|
|
— |
|
|
|
— |
|
|
|
51.7 |
|
Stock-based
compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.3 |
|
Preferred
stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5.8 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5.8 |
) |
Repurchase
of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(736 |
) |
|
|
(0.2 |
) |
|
|
(0.2 |
) |
Exercise
of equity awards |
|
|
14,013 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.0 |
|
Change in pension and post-retirement plan benefit adjustments, net of tax benefit of $0.0 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.0 |
) |
Issuance
of stock, net of forfeitures |
|
|
13,885 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Change in fair value of interest rate swap, net of tax expense of $0.1 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.5 |
|
Currency
translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5.0 |
) |
Balance
at September 30, 2023 |
|
|
30,084,245 |
|
|
$ |
0.3 |
|
|
|
4,600,000 |
|
|
$ |
0.0 |
|
|
$ |
1,601.1 |
|
|
$ |
(0.2 |
) |
|
$ |
1,120.1 |
|
|
|
(999,938 |
) |
|
$ |
(87.1 |
) |
|
$ |
2,634.2 |
|
Net
income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
46.6 |
|
|
|
— |
|
|
|
— |
|
|
|
46.6 |
|
Stock-based
compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.5 |
|
Preferred
stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5.8 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5.8 |
) |
Repurchase
of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,527 |
) |
|
|
(0.6 |
) |
|
|
(0.6 |
) |
Exercise
of equity awards |
|
|
87,577 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10.8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10.8 |
|
Change in pension and post-retirement plan benefit adjustments, net of tax expense of $0.1 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.2 |
|
Issuance
of stock, net of forfeitures |
|
|
1,828 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Change in fair value of interest rate swap, net of tax benefit of $1.0 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3.2 |
) |
Currency
translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10.9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10.9 |
|
Balance
at December 30, 2023 |
|
|
30,173,650 |
|
|
$ |
0.3 |
|
|
|
4,600,000 |
|
|
$ |
0.0 |
|
|
$ |
1,615.4 |
|
|
$ |
7.7 |
|
|
$ |
1,160.9 |
|
|
|
(1,002,465 |
) |
|
$ |
(87.7 |
) |
|
$ |
2,696.6 |
|
See
accompanying notes.
RBC
Bearings Incorporated
Consolidated
Statements of Cash Flows
(dollars
in millions)
(Unaudited)
| |
Nine Months Ended | |
| |
December 28,
2024 | | |
December 30,
2023 | |
Cash flows from operating activities: | |
| | |
| |
Net income | |
$ | 173.5 | | |
$ | 148.3 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 89.9 | | |
| 89.6 | |
Deferred income taxes | |
| (13.4 | ) | |
| (10.8 | ) |
Amortization of deferred financing costs | |
| 1.7 | | |
| 2.3 | |
Stock-based compensation | |
| 20.3 | | |
| 13.3 | |
Noncash operating lease expense | |
| 4.6 | | |
| 5.1 | |
Loss on disposition of assets | |
| 0.1 | | |
| 0.8 | |
Consolidation, restructuring, and other noncash charges | |
| - | | |
| 0.6 | |
Changes in operating assets and liabilities, net of acquisitions: | |
| | | |
| | |
Accounts receivable | |
| (2.4 | ) | |
| 13.0 | |
Inventory | |
| (36.2 | ) | |
| (36.0 | ) |
Prepaid expenses and other current assets | |
| (4.9 | ) | |
| (4.8 | ) |
Other noncurrent assets | |
| (2.1 | ) | |
| (4.1 | ) |
Accounts payable | |
| 14.1 | | |
| (23.3 | ) |
Accrued expenses and other current liabilities | |
| (19.2 | ) | |
| 1.4 | |
Other noncurrent liabilities | |
| (1.6 | ) | |
| (0.2 | ) |
Net cash provided by operating activities | |
| 224.4 | | |
| 195.2 | |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Capital expenditures | |
| (35.6 | ) | |
| (23.7 | ) |
Proceeds from sale of assets | |
| - | | |
| 0.3 | |
Acquisition of business/purchase price adjustments for acquisition | |
| - | | |
| (19.3 | ) |
Net cash used in investing activities | |
| (35.6 | ) | |
| (42.7 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds received from revolving credit facilities | |
| 40.0 | | |
| 18.0 | |
Repayment of revolving credit facilities | |
| (60.4 | ) | |
| - | |
Repayments of term loans | |
| (175.0 | ) | |
| (150.0 | ) |
Repayments of notes payable | |
| (1.4 | ) | |
| (1.4 | ) |
Proceeds from mortgage | |
| 4.5 | | |
| - | |
Principal payments on finance lease obligations | |
| (3.2 | ) | |
| (2.5 | ) |
Preferred stock dividends paid | |
| (17.2 | ) | |
| (17.3 | ) |
Exercise of stock options | |
| 30.0 | | |
| 13.8 | |
Repurchase of common stock | |
| (8.6 | ) | |
| (7.6 | ) |
Net cash used in financing activities | |
| (191.3 | ) | |
| (147.0 | ) |
| |
| | | |
| | |
Effect of exchange rate changes on cash | |
| (0.4 | ) | |
| 0.7 | |
| |
| | | |
| | |
Cash and cash equivalents: | |
| | | |
| | |
Increase/(decrease) during the period | |
| (2.9 | ) | |
| 6.2 | |
Cash and cash equivalents, at beginning of period | |
| 63.5 | | |
| 65.4 | |
Cash and cash equivalents, at end of period | |
$ | 60.6 | | |
$ | 71.6 | |
| |
| | | |
| | |
Supplemental disclosures of cash flow information: | |
| | | |
| | |
Cash paid for: | |
| | | |
| | |
Income taxes | |
$ | 78.8 | | |
$ | 55.2 | |
Interest | |
| 48.3 | | |
| 63.2 | |
See
accompanying notes.
RBC
Bearings Incorporated
Notes
to Unaudited Interim Consolidated Financial Statements
(dollars
in millions, except per share data)
1.
Basis of Presentation
The interim consolidated financial statements included herein have
been prepared by RBC Bearings Incorporated, a Delaware corporation (collectively with its subsidiaries, the “Company”), without
audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The interim financial statements included
with this report have been prepared on a consistent basis with the Company’s audited financial statements and notes thereto included
in the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2024 (our “Annual Report”). We condensed
or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared
in accordance with U.S. Generally Accepted Accounting Principles (GAAP). As used in this report, the terms “we,” “us,”
“our,” “RBC” and the “Company” mean RBC Bearings Incorporated and its subsidiaries, unless the context
indicates another meaning.
These
financial statements reflect all adjustments, accruals, and estimates, consisting only of items of a normal recurring nature, that are,
in the opinion of management, necessary for the fair presentation of the consolidated financial condition and consolidated results of
operations for the interim periods presented. These financial statements should be read in conjunction with the Company’s audited
financial statements and notes thereto included in our Annual Report.
The
results of operations for the three- and nine-month periods ended December 28, 2024 are not necessarily indicative of the operating results
for the entire fiscal year ending March 29, 2025. The three-month periods ended December 28, 2024 and December 30, 2023 each included
13 weeks. The nine-month periods ended December 28, 2024 and December 30, 2023 each included 39 weeks.
All dollar amounts contained in
these financial statements and footnotes are stated in millions, except for per share data.
2.
Significant Accounting Policies
The
Company’s significant accounting policies are detailed in “Note 2 - Summary of Significant Accounting Policies” of our Annual
Report.
Significant
changes to our accounting policies as a result of adopting new accounting standards are discussed below.
Recent
Accounting Standards Adopted
Not
Applicable.
Recent
Accounting Standards Yet to Be Adopted
In November 2023, Financial Accounting Standards Board (FASB) issued Accounting Standards
Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07
improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed
information about a reportable segment’s expenses. ASU 2023-07 is effective for annual reporting periods beginning after December
15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact the standard
will have on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements
to Income Tax Disclosures. The amendments in ASU 2023-09 address investor requests for more transparency about income tax information
through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09
is effective for annual reporting periods beginning after December 15, 2024. We are currently evaluating the impact the standard will
have on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses
(DISE). The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face
of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning
after December 15, 2026 and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact the standard
will have on our consolidated financial statements.
3.
Revenue from Contracts with Customers
Disaggregation
of Revenue
The
following table disaggregates total revenue by end market which is how we view our reportable segments (see Note 12):
| |
Three Months Ended | | |
Nine Months Ended | |
| |
December 28,
2024 | | |
December 30,
2023 | | |
December 28,
2024 | | |
December 30,
2023 | |
Aerospace/Defense | |
$ | 143.2 | | |
$ | 129.2 | | |
$ | 435.5 | | |
$ | 377.0 | |
Industrial | |
| 251.2 | | |
| 244.7 | | |
| 763.1 | | |
| 769.6 | |
Total | |
$ | 394.4 | | |
$ | 373.9 | | |
$ | 1,198.6 | | |
$ | 1,146.6 | |
The
following table disaggregates total revenue by geographic origin:
| |
Three Months Ended | | |
Nine Months Ended | |
| |
December 28,
2024 | | |
December 30,
2023 | | |
December 28,
2024 | | |
December 30,
2023 | |
United States | |
$ | 348.9 | | |
$ | 329.0 | | |
$ | 1,061.4 | | |
$ | 1,012.3 | |
International | |
| 45.5 | | |
| 44.9 | | |
| 137.2 | | |
| 134.3 | |
Total | |
$ | 394.4 | | |
$ | 373.9 | | |
$ | 1,198.6 | | |
$ | 1,146.6 | |
The
following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over time versus the
amount of revenue recognized for performance obligations satisfied at a point in time:
| |
Three Months Ended | | |
Nine Months Ended | |
| |
December 28,
2024 | | |
December 30,
2023 | | |
December 28,
2024 | | |
December 30,
2023 | |
Point-in-time | |
| 97 | % | |
| 98 | % | |
| 97 | % | |
| 98 | % |
Over time | |
| 3 | % | |
| 2 | % | |
| 3 | % | |
| 2 | % |
Total | |
| 100 | % | |
| 100 | % | |
| 100 | % | |
| 100 | % |
Remaining
Performance Obligations
Remaining
performance obligations represent the transaction price of orders meeting the definition of a contract for which work has not been performed
or has been partially performed and excludes unexercised contract options. The duration of the majority of our contracts, as defined
by ASC Topic 606, is less than one year. The Company has elected to apply the practical expedient, which allows the Company to exclude
remaining performance obligations with an original expected duration of one year or less. The aggregate amount of the transaction price
allocated to remaining performance obligations for such contracts with a duration of more than one year was approximately $516.2 at December
28, 2024. The Company expects to recognize revenue on approximately 66% and 88% of the remaining performance obligations over the next
12 and 24 months, respectively, with the remainder recognized thereafter.
Contract
Balances
The
timing of revenue recognition, invoicing and cash collections affects accounts receivable, unbilled receivables (contract assets) and
customer advances and deposits (contract liabilities) on the consolidated balance sheets. These assets and liabilities are reported on
the consolidated balance sheets on an individual contract basis at the end of each reporting period.
Contract
Assets (Unbilled Receivables) - Pursuant to the over-time revenue recognition model, revenue may be recognized prior to the customer
being invoiced. An unbilled receivable is recorded to reflect revenue that is recognized when (1) the cost-to-cost method is applied
and (2) such revenue exceeds the amount invoiced to the customer.
As of December 28, 2024 and March 30, 2024, current contract assets were $7.1 and $6.9, respectively,
and were included within prepaid expenses and other current assets on the consolidated balance sheets. The increase in contract assets
was primarily due to the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations prior to
billing, partially offset by amounts billed to customers during the period. As of December 28, 2024 and March 30, 2024, the Company did
not have any contract assets classified as noncurrent on the consolidated balance sheets.
Contract
Liabilities (Deferred Revenue) - The Company may receive a customer advance or deposit, or have an unconditional right to receive
a customer advance, prior to revenue being recognized. Since the performance obligations related to such advances may not have been satisfied,
a contract liability is established. Advance payments are not considered a significant financing component as the timing of the transfer
of the related goods or services is at the discretion of the customer.
As of December 28, 2024 and March 30, 2024, current contract liabilities were $22.7 and $22.5,
respectively, and were included within accrued expenses and other current liabilities on the consolidated balance sheets. The increase
in current contract liabilities was primarily due to advance payments received and the reclassification of a portion of advance payments
received from the noncurrent portion of contract liabilities partially offset by revenue recognized on customer contracts. For the three
and nine months ended December 28, 2024, the Company recognized revenues of $2.4 and $14.0 that were included in the current contract
liability balance as of March 30, 2024. For the three and nine months ended December 30, 2023, the Company recognized revenues of $4.2
and $13.5 that were included in the current contract liability balance at April 1, 2023.
As of December 28, 2024 and March 30, 2024, noncurrent contract liabilities were $19.1 and
$19.9, respectively, and were included within other noncurrent liabilities on the consolidated balance sheets. The decrease in noncurrent
contract liabilities was primarily due to the reclassification of a portion of advance payments received to the current portion of contract
liabilities.
Variable
Consideration
The amount of consideration to which the Company expects to be entitled in exchange for goods
and services is not generally subject to significant variations. However, the Company does offer certain customers rebates, prompt payment
discounts, end-user discounts and the right to return eligible products. The Company estimates this variable consideration using the expected
value amount, which is based on historical experience. The Company includes estimated amounts in the transaction price to the extent it
is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable
consideration is resolved. The Company adjusts the estimate of revenue at the earlier of when the amount of consideration the Company
expects to receive changes or when the consideration becomes fixed. Accrued customer rebates were $37.1 and $38.0 at December 28, 2024
and March 30, 2024, respectively, and were included within accrued expenses and other current liabilities on the consolidated balance
sheets.
4.
Accumulated Other Comprehensive Income/(Loss)
The
components of comprehensive income that relate to the Company are net income, foreign currency translation adjustments, changes in fair
value of derivatives, and pension plan and postretirement benefits.
The
following summarizes the activity within each component of accumulated other comprehensive income/(loss), net of taxes:
| |
Currency
Translation | | |
Change in
Fair Value
of Interest
Rate Swap | | |
Change in Fair
Value of Cross
Currency
Swap | | |
Pension and
Postretirement
Liability | | |
Total | |
Balance at March 30, 2024 | |
$ | (3.6 | ) | |
$ | 1.2 | | |
$ | — | | |
$ | 3.1 | | |
$ | 0.7 | |
Reclassification to net income | |
| — | | |
| 2.0 | | |
| — | | |
| — | | |
| 2.0 | |
Change in pension and postretirement liability | |
| — | | |
| — | | |
| — | | |
| 0.9 | | |
| 0.9 | |
Net loss on foreign currency translation | |
| (6.4 | ) | |
| — | | |
| — | | |
| — | | |
| (6.4 | ) |
Loss on interest rate swap, net of taxes | |
| — | | |
| (3.6 | ) | |
| — | | |
| — | | |
| (3.6 | ) |
Gain on cross currency swap, net
of taxes | |
| — | | |
| — | | |
| 0.4 | | |
| — | | |
| 0.4 | |
Net current period other comprehensive income | |
| (6.4 | ) | |
| (1.6 | ) | |
| 0.4 | | |
| 0.9 | | |
| (6.7 | ) |
Balance at December 28, 2024 | |
$ | (10.0 | ) | |
$ | (0.4 | ) | |
$ | 0.4 | | |
$ | 4.0 | | |
$ | (6.0 | ) |
5.
Net Income Per Share Attributable to Common Stockholders
Basic
net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the
weighted-average number of common shares outstanding.
Diluted
net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the
sum of the weighted-average number of common shares and dilutive common share equivalents then outstanding using the treasury stock method.
Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and the conversion of our
5.00% Series A Mandatory Convertible Preferred Stock (the “MCPS”) to common shares.
We
exclude outstanding stock options, stock awards and the MCPS from the calculations if the effect would be anti-dilutive. The dilutive
effect of the MCPS is calculated using the if-converted method. The if-converted method assumes that these securities were converted
to shares of common stock at the beginning of the reporting period to the extent that the effect is dilutive. If the effect is anti-dilutive,
we calculate net income per share attributable to common stockholders by adjusting the numerator for the effect of the cumulative MCPS
dividends for the respective period.
On
October 15, 2024, each then-outstanding share of the MCPS converted into 0.4413 shares of the Company’s common stock. The conversion
rate was based on a value for the common stock equal to the lower of (i) the average of the daily VWAPs in the 20-trading-day period
through October 14, 2024 (the daily VWAP is the per share volume-weighted average price of the Common Stock on the New York Stock Exchange
for a given trading day as reported by Bloomberg) or (ii) $226.63. Because the VWAP average for the 20 trading days through October 14
was $292.55, the $226.63 common stock value was utilized to produce the conversion rate of 0.4413 shares of common stock for each share
of MCPS. This is known as the “Minimum Conversion Rate” in the Certificate of Designations defining the terms of the MCPS.
The
dividend on the MCPS that accrued through the conversion date was paid on the conversion date to holders of record on October 1, 2024
and therefore was not factored into the conversion rate.
The
Company issued 2,029,955 shares of common stock upon the conversion of the MCPS.
Because
the MCPS is no longer outstanding, the Company will not pay dividends on the MCPS in the future. This will amount to a cash savings of
$23.0 per year.
For the three months ended December 28, 2024, 51,783 employee stock
options and 130 restricted shares were excluded from the calculation of diluted earnings per share attributable to common stockholders.
For the nine months ended December 28, 2024, 79,564 employee stock options and 12,605 restricted shares were excluded from the calculation
of diluted earnings per share attributable to common stockholders. The inclusion of these employee stock options and restricted shares
would have been anti-dilutive.
For
the three months ended December 30, 2023, 106,247 employee stock options and no restricted shares were excluded from the calculation
of diluted earnings per share attributable to common stockholders. For the nine months ended December 30, 2023, 141,829 employee stock
options and 2,000 restricted shares were excluded from the calculation of diluted earnings per share attributable to common stockholders.
The inclusion of these employee stock options and restricted shares would have been anti-dilutive.
The
table below reflects the calculation of weighted-average shares outstanding for each period presented as well as the computation of basic
and diluted net income per share attributable to common stockholders.
| |
Three Months Ended | | |
Nine Months Ended | |
| |
December 28,
2024 | | |
December 30,
2023 | | |
December 28,
2024 | | |
December 30,
2023 | |
| |
| | |
| | |
| | |
| |
Net income | |
$ | 57.9 | | |
$ | 46.6 | | |
$ | 173.5 | | |
$ | 148.3 | |
Preferred stock dividends | |
| 1.0 | | |
| 5.8 | | |
| 12.4 | | |
| 17.3 | |
Net income attributable to common stockholders | |
$ | 56.9 | | |
$ | 40.8 | | |
$ | 161.1 | | |
$ | 131.0 | |
Denominator for basic net income per share attributable to common stockholders — weighted-average shares outstanding | |
| 31,041,126 | | |
| 28,924,073 | | |
| 29,740,170 | | |
| 28,885,453 | |
Effect of dilution due to employee stock awards | |
| 181,497 | | |
| 280,497 | | |
| 213,713 | | |
| 268,016 | |
Denominator for diluted net income per share attributable to common stockholders — weighted-average shares outstanding | |
| 31,222,623 | | |
| 29,204,570 | | |
| 29,953,883 | | |
| 29,153,469 | |
| |
| | | |
| | | |
| | | |
| | |
Basic net income per share attributable to common stockholders | |
$ | 1.83 | | |
$ | 1.41 | | |
$ | 5.42 | | |
$ | 4.53 | |
| |
| | | |
| | | |
| | | |
| | |
Diluted net income per share attributable to common stockholders | |
$ | 1.82 | | |
$ | 1.39 | | |
$ | 5.38 | | |
$ | 4.49 | |
6.
Fair Value
Fair
value is defined as the price that would be expected to be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date (exit price). The FASB provides accounting rules that classify the inputs used to
measure fair value into the following hierarchy:
Level
1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level
2 – Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or
similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or
liability.
Level
3 – Unobservable inputs for the asset or liability.
Financial
assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
As
a result of the occurrence of triggering events such as purchase accounting for acquisitions, the Company measures certain assets and
liabilities based on Level 3 inputs.
Financial
Instruments
The
Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, trade accounts payable, accrued
expenses, short-term borrowings, long-term debt, and derivatives in the form of an interest rate swap and a cross currency swap. Refer
to Note 13 for further details on our derivative instruments.
Due
to their short-term nature, the carrying value of cash and cash equivalents, accounts receivable, trade accounts payable, accrued expenses
and short-term borrowings are a reasonable estimate of their fair value. Long-term assets held on our balance sheets related to benefit
plan obligations are measured at fair value.
The
fair value of the Company’s long-term fixed-rate debt, based on quoted market prices, was $466.3 and $456.8 at December 28, 2024
and March 30, 2024, respectively. The carrying value of this debt was $494.9 at December 28, 2024 and $494.2 at March 30, 2024. The fair
value of long-term fixed-rate debt was measured using Level 1 inputs. Due to the nature of fair value calculations for variable-rate
debt, the carrying value of the Company’s long-term variable-rate debt is a reasonable estimate of its fair value.
The fair value of the interest rate swap was $(0.4) at December 28, 2024, and was included
in other noncurrent liabilities on the Company’s consolidated balance sheets. The fair value of the interest rate swap was $1.6
at March 30, 2024, and was included in other noncurrent assets on the Company’s consolidated balance sheets. The fair value of the
interest rate swap is measured using Level 2 inputs.
The fair value of the cross currency swap was $0.4 at December 28, 2024, and was included
in other noncurrent assets on the Company’s consolidated balance sheets. The fair value of the cross currency swap was measured
using Level 2 inputs.
The
Company does not believe it has significant concentrations of risk associated with the counterparties to its financial instruments.
7.
Inventory
Inventories
are stated at the lower of cost or net realizable value, using the first-in, first-out method, and are summarized below:
|
|
December 28,
2024 |
|
|
March 30,
2024 |
|
Raw materials |
|
$ |
151.5 |
|
|
$ |
138.1 |
|
Work in process |
|
|
149.8 |
|
|
|
137.9 |
|
Finished goods |
|
|
355.6 |
|
|
|
346.8 |
|
|
|
$ |
656.9 |
|
|
$ |
622.8 |
|
8.
Goodwill and Intangible Assets
Goodwill
Goodwill
balances, by segment, consist of the following:
| |
Aerospace
/Defense | | |
Industrial | | |
Total | |
March 30, 2024 | |
$ | 199.2 | | |
$ | 1,675.7 | | |
$ | 1,874.9 | |
Currency translation adjustments | |
| — | | |
| (3.3 | ) | |
| (3.3 | ) |
December 28, 2024 | |
$ | 199.2 | | |
$ | 1,672.4 | | |
$ | 1,871.6 | |
Intangible
Assets
| |
| | |
December 28, 2024 | | |
March 30, 2024 | |
| |
Weighted
Average
Useful
Lives
(Years) | | |
Gross
Carrying
Amount | | |
Accumulated
Amortization | | |
Gross
Carrying
Amount | | |
Accumulated
Amortization | |
Product approvals | |
| 24 | | |
$ | 50.7 | | |
$ | 21.7 | | |
$ | 50.7 | | |
$ | 20.3 | |
Customer relationships and lists | |
| 24 | | |
| 1,300.7 | | |
| 201.4 | | |
| 1,300.7 | | |
| 160.7 | |
Trade names | |
| 25 | | |
| 217.2 | | |
| 39.5 | | |
| 217.2 | | |
| 32.5 | |
Patents and trademarks | |
| 15 | | |
| 10.9 | | |
| 6.9 | | |
| 10.8 | | |
| 6.5 | |
Domain names | |
| 10 | | |
| 0.4 | | |
| 0.4 | | |
| 0.4 | | |
| 0.4 | |
Internal-use software | |
| 3 | | |
| 19.7 | | |
| 12.7 | | |
| 16.7 | | |
| 8.8 | |
Other | |
| 5 | | |
| 1.6 | | |
| 1.3 | | |
| 1.6 | | |
| 1.3 | |
| |
| | | |
| 1,601.2 | | |
| 283.9 | | |
| 1,598.1 | | |
| 230.5 | |
Non-amortizable repair station certifications | |
| n/a | | |
| 24.3 | | |
| — | | |
| 24.3 | | |
| — | |
Total | |
| 24 | | |
$ | 1,625.5 | | |
$ | 283.9 | | |
$ | 1,622.4 | | |
$ | 230.5 | |
Amortization expense for definite-lived intangible assets during the three-month periods
ended December 28, 2024 and December 30, 2023 was $17.9 and $17.7, respectively. Amortization expense for definite-lived intangible assets
during the nine-month periods ended December 28, 2024 and December 30, 2023 was $53.6 and $52.8, respectively. These amounts were included
in other, net on the Company’s consolidated statements of operations. Estimated amortization expense for the remainder of fiscal
2025 and for the five succeeding fiscal years and thereafter is as follows:
Remainder of Fiscal 2025 | |
$ | 18.1 | |
Fiscal 2026 | |
| 70.4 | |
Fiscal 2027 | |
| 64.8 | |
Fiscal 2028 | |
| 64.7 | |
Fiscal 2029 | |
| 64.7 | |
Fiscal 2030 | |
| 64.6 | |
Fiscal 2031 and thereafter | |
| 970.0 | |
9.
Accrued Expenses and Other Current Liabilities
The
significant components of accrued expenses and other current liabilities are as follows:
|
|
December 28,
2024 |
|
|
March 30,
2024 |
|
Employee compensation and related benefits |
|
$ |
53.9 |
|
|
$ |
35.7 |
|
Taxes |
|
|
5.4 |
|
|
|
23.1 |
|
Contract liabilities |
|
|
22.7 |
|
|
|
22.5 |
|
Accrued rebates |
|
|
37.1 |
|
|
|
38.0 |
|
Current finance lease liabilities |
|
|
5.9 |
|
|
|
5.7 |
|
Accrued preferred stock dividends |
|
|
— |
|
|
|
4.8 |
|
Interest |
|
|
7.2 |
|
|
|
10.4 |
|
Returns and warranties |
|
|
9.4 |
|
|
|
9.2 |
|
Other |
|
|
11.3 |
|
|
|
17.9 |
|
|
|
$ |
152.9 |
|
|
$ |
167.3 |
|
10.
Debt
Domestic
Credit Facility
In
fiscal 2022, RBC Bearings Incorporated, our top holding company, and our Roller Bearing Company of America, Inc. subsidiary (“RBCA”)
entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”),
as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer, and the other lenders party thereto. The Credit
Agreement provides the Company with (a) a $1,300.0 term loan (the “Term Loan”), which was used to fund a portion of the cash
purchase price for the acquisition of Dodge Industrial, Inc. (“Dodge”) and to pay related fees and expenses, and (b) a $500.0
revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan, the “Facilities”).
Debt issuance costs associated with the Credit Agreement totaled $14.9 and are being amortized over the life of the Credit Agreement.
Amounts outstanding under the Facilities generally bear interest, at the Company’s
option, at either, (a) a base rate determined by reference to the higher of (i) Wells Fargo’s prime lending rate, (ii) the federal
funds effective rate plus 0.50% and (iii) Term SOFR (as defined in the Credit Agreement based on SOFR, the secured overnight financing
rate administered by the Federal Reserve Bank of New York) plus 1.00% or (b) Term SOFR plus a credit spread adjustment of 0.10% plus a
margin ranging from 0.75% to 2.00% depending on the Company’s consolidated ratio of total net debt to consolidated EBITDA (as defined
in the Credit Agreement). The Facilities are subject to a SOFR floor of 0.00%. As of December 28, 2024, the Company’s margin was
1.00% for SOFR loans, the commitment fee rate was 0.175%, and the letter of credit fee rate was 1.00%. A portion of the Term Loan is subject
to a fixed-rate interest swap as discussed in Note 13.
The
Term Loan matures in November 2026 and amortizes in quarterly installments with the balance payable on the maturity date. The Company
can elect to prepay some or all of the outstanding balance from time to time without penalty, which will offset future quarterly amortization
installments. Due to prepayments previously made, the required future principal payments on the Term Loan are $0 for fiscal 2025, $0
for fiscal 2026, and $500.0 for fiscal 2027. The Revolving Credit Facility expires in November 2026, at which time all amounts outstanding
under the Revolving Credit Facility will be payable.
The
Credit Agreement requires the Company to comply with various covenants, including the following financial covenants: (a) a maximum Total
Net Leverage Ratio (as defined in the Credit Agreement) of 5.00:1.00, which maximum Total Net Leverage Ratio shall decrease during certain
subsequent test periods as set forth in the Credit Agreement (provided that, no more than once during the term of the Facilities, such
maximum ratio applicable at such time may be increased by the Company by 0.50:1.00 for a period of 12 months after the consummation of
a material acquisition); and (b) a minimum Interest Coverage Ratio of 2.00:1.00. As of December 28, 2024 the Company was in compliance
with all debt covenants.
The
Credit Agreement allows the Company to, among other things, make distributions to stockholders, repurchase its stock, incur other debt
or liens, or acquire or dispose of assets provided that the Company complies with certain requirements and limitations of the Credit
Agreement.
The
Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Agreement, and the Company’s
obligations and the domestic subsidiaries’ guaranty are secured by a pledge of substantially all of the assets of the Company and
its domestic subsidiaries.
As
of December 28, 2024, $500.0 was outstanding under the Term Loan and $3.7 of the Revolving Credit Facility was being utilized to provide
letters of credit to secure the Company’s obligations relating to certain insurance programs. The Company had the ability to borrow
an additional $496.3 under the Revolving Credit Facility as of December 28, 2024. During the three month period ended December 28, 2024,
the Company borrowed, $40.0 from the Revolving Credit Facility in order pay down the Term Loan. The $40.0 borrowed from the Revolver
was then completely repaid before the end of the fiscal quarter.
Senior
Notes
In
fiscal 2022, RBCA issued $500.0 aggregate principal amount of 4.375% Senior Notes due 2029 (the “Senior Notes”). The net
proceeds from the issuance of the Senior Notes were approximately $492.0, after deducting initial purchasers’ discounts and commissions
and offering expenses, and were used to fund a portion of the purchase price for the acquisition of Dodge.
The
Senior Notes were issued pursuant to an indenture with Wilmington Trust, National Association, as trustee (the “Indenture”).
The Indenture contains covenants limiting the ability of the Company to (i) incur additional indebtedness or guarantee indebtedness,
(ii) declare or pay dividends, redeem stock or make other distributions to stockholders, (iii) make investments, (iv) create liens or
use assets as security in other transactions, (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of its
assets, (vi) enter into transactions with affiliates, and (vii) sell or transfer certain assets. These covenants contain various exceptions,
limitations and qualifications. At any time that the Senior Notes are rated investment grade, certain of these covenants will be suspended.
The
Senior Notes are guaranteed jointly and severally on a senior unsecured basis by RBC Bearings and RBCA’s domestic subsidiaries
that also guarantee the Credit Agreement.
Interest
on the Senior Notes accrues at a rate of 4.375% and is payable semi–annually in cash in arrears on April 15 and October 15 of each
year.
The Senior Notes will mature on October 15, 2029. The Company may redeem some or all of the
Senior Notes at any time at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding,
the redemption date. If the Company sells certain of its assets or experiences specific kinds of changes in control, the Company must
offer to purchase the Senior Notes.
Foreign
Borrowing Arrangements
One of our foreign subsidiaries, Schaublin SA, has a CHF 5.0 (approximately $5.4 USD) credit
line (the “Foreign Credit Line”) with Credit Suisse (Switzerland) Ltd. to provide future working capital, if necessary. As
of December 28, 2024, $0.1 was being utilized to provide a bank guarantee and no borrowings were outstanding. Fees associated with the
Foreign Credit Line are nominal.
In
July 2024, Swiss Tool Systems, one of our foreign subsidiaries, purchased the building where it operates for CHF 7.1 (approximately $8.4
USD) and took out a 10-year fixed-rate mortgage on the building for CHF 4.0 (approximately $4.5 USD).
The
balances payable under all our borrowing arrangements are as follows:
|
|
December 28,
2024 |
|
|
March 30,
2024 |
|
Revolver and term loan facilities |
|
$ |
500.0 |
|
|
$ |
695.2 |
|
Senior notes |
|
|
500.0 |
|
|
|
500.0 |
|
Debt issuance costs |
|
|
(9.0 |
) |
|
|
(10.7 |
) |
Other |
|
|
10.4 |
|
|
|
7.4 |
|
Total debt |
|
|
1,001.4 |
|
|
|
1,191.9 |
|
Less: current portion |
|
|
1.7 |
|
|
|
3.8 |
|
Long-term debt |
|
$ |
999.7 |
|
|
$ |
1,188.1 |
|
11.
Income Taxes
The
Company files income tax returns in numerous U.S. and foreign jurisdictions, with returns subject to examination for varying periods,
but generally back to and including the year ended March 28, 2020, although certain tax credits generated in earlier years are open under
statute from March 29, 2008. The Company is no longer subject to U.S. federal tax examination by the Internal Revenue Service for years
ended before March 28, 2020.
The
effective income tax rates for the three-month periods ended December 28, 2024 and December 30, 2023, were 22.5% and 18.1%, respectively.
In addition to discrete items, the effective income tax rates for both these periods were different from the U.S. statutory rates due
to the foreign-derived intangible income provision and U.S. credit for increasing research activities, which decreased the rate, and
state income taxes, foreign income taxes, and nondeductible compensation, which increased the rate.
The
effective income tax rate for the three-month period ended December 28, 2024 of 22.5% included $0.8 of discrete tax benefits associated
with stock-based compensation. The effective income tax rate without discrete items for the three-month period ended December 28, 2024
would have been 23.5%. The effective income tax rate for the three-month period ended December 30, 2023 of 18.1% included $1.9 of discrete
tax benefits associated with stock-based compensation partially offset by $0.2 of other items. The effective income tax rate without
discrete items for the three-month period ended December 30, 2023 would have been 21.2%. The Company believes it is reasonably possible
that some of its unrecognized tax positions may be effectively settled within the next 12 months due to the closing of audits and the
statute of limitations expiring in various jurisdictions. The decrease in the Company’s unrecognized tax positions, pertaining
primarily to federal and state credits and state tax, is estimated to be approximately $1.9.
The
effective income tax rate for the nine-month period ended December 28, 2024 was 22.5% compared to 21.0% for the nine-month period ended
December 30, 2023. The effective income tax rate for the nine-month period ended December 28, 2024 of 22.5% included $2.5 of discrete
tax benefits associated with stock-based compensation partially offset by $0.1 of other discrete tax expenses. The effective income tax
rate without discrete items for the nine-month period ended December 28, 2024 would have been 23.6%. The effective income tax rate for
the nine-month period ended December 30, 2023 of 21.0% included $2.4 of discrete tax benefits associated with stock-based compensation
partially offset by $0.2 of other items. The effective income tax rate without discrete items for the nine-month period ended December
30, 2023 would have been 22.2%.
Global
Minimum Tax
In October 2021, the Organisation for Economic Co-operation and Development (OECD) announced
an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls
for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently multiple sets of administrative guidance have
been issued. Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model
Rules beginning in 2024 with the adoption of additional components in later years or announced their plans to enact legislation in future
years. We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the
non-US tax jurisdictions in which we operate. At this time, we do not anticipate the enacted or pending legislation will have a material
impact on our consolidated financial statements.
12.
Reportable Segments
The
Company operates through operating segments and reports its financial results based on how its chief operating decision maker makes operating
decisions, assesses the performance of the business, and allocates resources. Our operating segments are our reportable segments. These
reportable operating segments are Aerospace/Defense and Industrial and are described below.
Aerospace/Defense.
This segment represents the end markets for the Company’s highly engineered bearings and precision components used in commercial
aerospace, defense aerospace, and sea and ground defense applications.
Industrial.
This segment represents the end markets for the Company’s highly engineered bearings and precision components used in various
industrial applications including: power transmission; construction, mining, energy and specialized equipment manufacturing; semiconductor
production equipment manufacturing; agricultural machinery, commercial truck and automotive manufacturing; and tool holding.
Segment
performance is evaluated based on segment net sales and gross margin. Items not allocated to segment operating income include corporate
administrative expenses and certain other amounts. Where not separately disclosed, corporate costs are allocated to each segment. Identifiable
assets by reportable segment consist of those directly identified with the segment’s operations.
| |
Three Months Ended | | |
Nine Months Ended | |
| |
December 28,
2024 | | |
December 30,
2023 | | |
December 28,
2024 | | |
December 30,
2023 | |
Net External Sales | |
| | |
| | |
| | |
| |
Aerospace/Defense | |
$ | 143.2 | | |
$ | 129.2 | | |
$ | 435.5 | | |
$ | 377.0 | |
Industrial | |
| 251.2 | | |
| 244.7 | | |
| 763.1 | | |
| 769.6 | |
| |
$ | 394.4 | | |
$ | 373.9 | | |
$ | 1,198.6 | | |
$ | 1,146.6 | |
Gross Margin | |
| | | |
| | | |
| | | |
| | |
Aerospace/Defense | |
$ | 57.9 | | |
$ | 53.3 | | |
$ | 177.8 | | |
$ | 151.2 | |
Industrial | |
| 117.0 | | |
| 104.7 | | |
| 354.9 | | |
| 341.0 | |
| |
$ | 174.9 | | |
$ | 158.0 | | |
$ | 532.7 | | |
$ | 492.2 | |
Selling, General & Administrative Expenses | |
| | | |
| | | |
| | | |
| | |
Aerospace/Defense | |
$ | 10.4 | | |
$ | 9.9 | | |
$ | 31.1 | | |
$ | 28.1 | |
Industrial | |
| 34.2 | | |
| 32.6 | | |
| 101.4 | | |
| 98.4 | |
Corporate | |
| 25.5 | | |
| 21.4 | | |
| 74.7 | | |
| 62.6 | |
| |
$ | 70.1 | | |
$ | 63.9 | | |
$ | 207.2 | | |
$ | 189.1 | |
Operating Income | |
| | | |
| | | |
| | | |
| | |
Aerospace/Defense | |
$ | 46.8 | | |
$ | 38.6 | | |
$ | 143.7 | | |
$ | 115.1 | |
Industrial | |
| 68.2 | | |
| 59.3 | | |
| 209.2 | | |
| 199.9 | |
Corporate | |
| (29.4 | ) | |
| (22.7 | ) | |
| (83.7 | ) | |
| (67.0 | ) |
| |
$ | 85.6 | | |
$ | 75.2 | | |
$ | 269.2 | | |
$ | 248.0 | |
|
|
December 28,
2024 |
|
|
March 30,
2024 |
|
Total Assets |
|
|
|
|
|
|
Aerospace/Defense |
|
$ |
835.9 |
|
|
$ |
798.6 |
|
Industrial |
|
|
3,738.2 |
|
|
|
3,779.6 |
|
Corporate |
|
|
91.6 |
|
|
|
100.4 |
|
|
|
$ |
4,665.7 |
|
|
$ |
4,678.6 |
|
13.
Derivative Financial Instruments
The
Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in interest
rates and foreign exchange rates. Derivative financial instruments are recognized on the consolidated balance sheets as either assets
or liabilities and are measured at fair value. Changes in the fair values of the derivatives are recorded each period in earnings or
accumulated other comprehensive income/loss, depending on whether the derivative is effective as part of a hedged transaction. Gains
and losses on derivative instruments reported in accumulated other comprehensive income/loss are subsequently included in earnings in
the periods in which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes.
In
fiscal 2023, the Company entered into a three-year U.S. dollar-denominated interest rate swap (the “Interest Swap”) with
a third-party financial counterparty under the Credit Agreement (see Note 10). The Interest Rate Swap was executed to protect the Company
from interest rate volatility on our variable-rate Term Loan. The Interest Rate Swap became effective December 30, 2022 and is comprised
of a $600.0 notional with a maturity of three years. The notional was $400.0 as of December 28, 2024. We receive a variable rate based
on one-month Term SOFR and pay a fixed rate of 4.455%. The notional on the Interest Rate Swap amortizes as follows:
Year
1: $600.0
Year
2: $400.0
Year
3: $100.0
The
Interest Rate Swap has been designated as a cash flow hedge of the variability of the first unhedged interest payments (the hedged transactions)
paid over the hedging relationship’s specified time period of three years attributable to the borrowing’s contractually specified
interest index on the hedged principal of its general borrowing program or replacement or refinancing thereof. The fair value of the
Interest Rate Swap has been disclosed in Note 6. The balance in accumulated other comprehensive income/loss related to the Interest Rate
Swap has been disclosed in Note 4. The gain/loss reclassified from accumulated other comprehensive income/loss into earnings has been
recorded as interest income/expense on the Interest Rate Swap and included in the operating section of the Company’s consolidated
statements of cash flows.
On
August 12, 2024, the Company entered into a three-year pay Swiss franc fixed/receive U.S. dollar fixed, cross currency swap (the “Cross
Currency Swap”) with a third-party financial counterparty. The objective of the Cross Currency Swap is to economically hedge the
Company’s net investment in its lower-tier European subsidiary, Schaublin, against adverse changes in the Swiss franc/U.S. dollar
exchange rate. The Cross Currency Swap is based upon a net investment of CHF 69.4 ($80.0 USD) notional amount with a three-year maturity
date. RBC receives a fixed U.S. dollar amount on a month-to-month basis based upon a fixed annual rate of 2.77% of the notional amount.
At maturity, RBC will net-settle the principal of the Cross Currency Swap in cash with the counterparty.
The
Cross Currency Swap has been designated as a net investment hedge on an after-tax basis. The fair value of the Cross Currency Swap has
been disclosed in Note 6. The balance in accumulated other comprehensive income/loss related to the Cross Currency Swap has been disclosed
in Note 4.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
All
dollar amounts in this MD&A presentation are stated in millions except for per share amounts.
Cautionary
Statement as to Forward-Looking Information
The
objective of the discussion and analysis is to provide material information relevant to an assessment of the financial condition and
results of operations of the Company including an evaluation of the amounts and certainty of cash flows from operations and from outside
sources.
The
information in this discussion contains “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which are subject to the “safe harbor” created by those
sections. All statements, other than statements of historical facts, included in this quarterly report on Form 10-Q regarding our strategy,
future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are
“forward-looking statements” as the term is defined in the Private Securities Litigation Reform Act of 1995.
The words “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “may,” “plans,” “projects,”
“will,” “would” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed
in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events
could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking
statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking
statements, including, without limitation: (a) the bearing and engineered products industries are highly competitive, and this competition
could reduce our profitability or limit our ability to grow; (b) the loss of a major customer, or a material adverse change in a major
customer’s business, could result in a material reduction in our revenues, cash flows and profitability; (c) weakness in any of
the industries in which our customers operate, as well as the cyclical nature of our customers' businesses generally, could materially
reduce our revenues, cash flows and profitability; (d) future reductions or changes in U.S. government spending could negatively affect
our business; (e) fluctuating supply and costs of subcomponents, raw materials and energy resources, or the imposition of import tariffs,
could materially reduce our revenues, cash flows and profitability; (f) our results could be impacted by governmental trade policies and
tariffs relating to our supplies imported from foreign vendors or our finished goods exported to other countries; (g) some of our products
are subject to certain approvals and government regulations and the loss of such approvals, or our failure to comply with such regulations,
could materially reduce our revenues, cash flows and profitability; (h) the retirement of commercial aircraft could reduce our revenues,
cash flows and profitability; (i) work stoppages and other labor problems could materially reduce our ability to operate our business;
(j) unexpected equipment failures, catastrophic events or capacity constraints could increase our costs and reduce our sales due to production
curtailments or shutdowns; (k) we may not be able to continue to make the acquisitions necessary for us to realize our growth strategy;
(l) businesses that we have acquired (such as Dodge) or that we may acquire in the future may have liabilities that are not known to us;
(m) goodwill and indefinite-lived intangibles comprise a significant portion of our total assets, and if we determine that goodwill and
indefinite-lived intangibles have become impaired in the future, our results of operations and financial condition in such years may be
materially and adversely affected; (n) we depend heavily on our senior management and other key personnel, the loss of whom could materially
affect our financial performance and prospects; (o) our international operations are subject to risks inherent in such activities; (p)
currency translation risks may have a material impact on our results of operations; (q) we may incur material losses for product liability
and recall-related claims; (r) our intellectual property and proprietary information are valuable, and any inability to protect them could
adversely affect our business and results of operations; in addition, we may be subject to infringement claims by third parties; (s) cancellation
of orders in our backlog could negatively impact our revenues, cash flows and profitability; (t) our failure to maintain effective disclosure
controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements
and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on the Company’s
financial condition and the trading price of our common stock; (u) risks associated with utilizing information technology systems could
adversely affect our operations; (v) our quarterly performance can be affected by the timing of government product inspections and approvals;
(w) we incurred substantial debt in order to complete the Dodge acquisition, which could constrain our business and exposes us to the
risk of defaults under our debt instruments; (x) increases in interest rates would increase the cost of servicing the Term Loan and could
reduce our profitability; and (y) fluctuations in interest rates and foreign exchange rates could impact future earnings and cash flows
related to our Interest Rate Swap and Cross Currency Swap. Additional information regarding these and other risks and uncertainties is
contained in our periodic filings with the SEC, including, without limitation, the risks identified under the heading “Risk Factors”
set forth in Item 1A of Part I of our Annual Report. Our forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or investments we may make. We do not intend, and undertake no obligation, to update
or alter any forward-looking statement. The following section is qualified in its entirety by the more detailed information, including
our financial statements and the notes thereto, that appears elsewhere in this Quarterly Report.
Overview
We are a leading international manufacturer of highly engineered precision bearings, components
and essential systems for the industrial, aerospace and defense industries. Our precision solutions are integral to the manufacture and
operation of most machines and mechanical systems, reduce wear to moving parts, facilitate proper power transmission, and reduce damage
and energy loss caused by friction. While we manufacture products in all major bearings categories, we focus primarily on the higher end
of the bearing and engineered component markets where we believe our value-added manufacturing and engineering capabilities enable us
to differentiate ourselves from our competitors and enhance profitability. We believe our expertise has enabled us to garner leading positions
in many of the product markets in which we primarily compete. With 53 facilities in 11 countries, of which 38 are manufacturing facilities,
we have been able to significantly broaden our end markets, products, customer base and geographic reach.
Our
chief operating decision maker (CODM) makes operating decisions, assesses the performance of the business, and allocates resources under
two reportable business segments – Aerospace/Defense and Industrial:
| ● | Aerospace/Defense.
This segment represents the end markets for the Company’s highly engineered
bearings and precision components used in commercial aerospace, defense aerospace, and marine
and ground defense applications. |
| ● | Industrial.
This segment represents the end markets for the Company’s highly engineered
bearings, gearings and precision components used in various industrial applications including:
power transmission; construction, mining, energy and specialized equipment manufacturing;
semiconductor production equipment manufacturing; agricultural machinery, commercial truck
and automotive manufacturing; and tool holding. |
The
markets for our products are cyclical, and we have endeavored to mitigate this cyclicality by entering into single and sole-source relationships
and long-term purchase agreements, through diversification across multiple market segments within the Aerospace/Defense and Industrial
segments, by increasing sales to the aftermarket, and by focusing on developing highly customized solutions.
Currently,
our strategy is built around maintaining our role as a leading manufacturer of highly engineered bearings and precision components through
the following efforts:
| ● | Developing
innovative solutions. By leveraging our design and manufacturing expertise and our
extensive customer relationships, we continue to develop new products for markets in which
there are substantial growth opportunities. |
| ● | Expanding
customer base and penetrating end markets. We continually seek opportunities to access
new customers, geographic locations and bearing platforms with existing products or profitable
new product opportunities. |
| ● | Increasing
aftermarket sales. We believe that increasing our aftermarket sales of replacement
parts will further enhance the continuity and predictability of our revenues and enhance
our profitability. Such sales include sales to third party distributors and sales to OEMs
for replacement products and aftermarket services. The acquisition of Dodge has had a profound
impact on our sales volumes to distributors and other aftermarket customers. We will further
increase the percentage of our revenues derived from the replacement market by continuing
to implement several initiatives. |
| ● | Pursuing
selective acquisitions. The acquisition of businesses that complement or expand our
operations has been and continues to be an important element of our business strategy. We
believe that there will continue to be consolidation within the industry that may present
us with acquisition opportunities. |
Outlook
Our
net sales for the three-month period ended December 28, 2024 increased 5.5% compared to the same period last fiscal year. The increase
in net sales was a result of a 10.7% increase in our Aerospace/Defense segment and 2.7% increase in our Industrial segment. Our backlog,
as of December 28, 2024 was $896.5 compared to $821.5 as of March 30, 2024.
We are continuing to see the expansion of our commercial aerospace
business, which experienced a 14.6% increase in net sales for the three-month period ended December 28, 2024 versus the same period last
fiscal year. We anticipate growth in these markets to continue through the rest of the current fiscal year and beyond. Orders have continued
to grow as evidenced by our backlog. Defense net sales, which represented approximately 30.9% of segment net sales during the quarter,
were up 3.0% quarter over quarter. We expect this growth to continue throughout the current fiscal year and beyond as we are gearing up
to fulfill the substantial number of defense orders in our backlog. Net sales in our Industrial segment have increased 2.7% compared to
the comparable period in the prior year and our margins have continued to improve driven by continuous operational improvements and product
mix.
The Company expects net sales to be approximately $434.0 to $444.0 in the fourth quarter
of fiscal 2025, an increase of 4.9% to 7.3% compared to the fourth quarter of 2024.
We believe that operating cash flows and available credit under the Revolving Credit Facility
will provide adequate resources to fund internal growth initiatives for at least the next 12 months. As of December 28, 2024, we had cash
and cash equivalents of $60.6, of which approximately $22.4
was cash held by our foreign subsidiaries. We paid down $100.0 of the Term Loan during the third quarter of fiscal 2025.
Results
of Operations
| |
Three Months Ended | |
| |
December 28,
2024 | | |
December 30,
2023 | | |
$
Change | | |
%
Change | |
Total net sales | |
$ | 394.4 | | |
$ | 373.9 | | |
$ | 20.5 | | |
| 5.5 | % |
| |
| | | |
| | | |
| | | |
| | |
Net income attributable to common stockholders | |
$ | 56.9 | | |
$ | 40.8 | | |
$ | 16.1 | | |
| 39.6 | % |
| |
| | | |
| | | |
| | | |
| | |
Net income per share attributable to common stockholders: diluted | |
$ | 1.82 | | |
$ | 1.39 | | |
| | | |
| | |
Weighted average common shares: diluted | |
| 31,222,623 | | |
| 29,204,570 | | |
| | | |
| | |
Our net sales for the
three-month period ended December 28, 2024 increased 5.5% compared to the same period last fiscal year. Net sales in our Industrial
segment increased 2.7% quarter over quarter. We saw strength in the logistics and warehousing, food and beverage, aggregate and
cement and grain markets offset by weakness in machine tools, semicon and oil and gas sales markets compared to the prior year. Net sales
in our Aerospace/Defense segment increased 10.7% quarter over quarter. Defense net sales increased 3.0% compared to the same period
in the prior year, driven by aerospace and marine. Aerospace commercial OEM and the aftermarket were up 14.6% compared to the same
period in the prior year as commercial air travel continues to trend upwards.
Net
income attributable to common stockholders for the third quarter of fiscal 2025 was $56.9 compared to $40.8 for the same period last
fiscal year.
| |
Nine Months Ended | |
| |
December 28,
2024 | | |
December 30,
2023 | | |
$
Change | | |
%
Change | |
Total net sales | |
$ | 1,198.6 | | |
$ | 1,146.6 | | |
$ | 52.0 | | |
| 4.5 | % |
| |
| | | |
| | | |
| | | |
| | |
Net income attributable to common stockholders | |
$ | 161.1 | | |
$ | 131.0 | | |
$ | 30.1 | | |
| 23.0 | % |
| |
| | | |
| | | |
| | | |
| | |
Net income per share attributable to common stockholders: diluted | |
$ | 5.38 | | |
$ | 4.49 | | |
| | | |
| | |
Weighted average common shares: diluted | |
| 29,953,883 | | |
| 29,153,469 | | |
| | | |
| | |
Our net sales for the nine-month period ended December 28, 2024 increased
4.5% compared to the same period last fiscal year. Net sales in our Industrial segment decreased 0.8% year over year. This reflected a
pattern of sustained strong performance in areas including the food and beverage, mining and metals, power generation, logistics and warehousing
and grain markets offset by aggregate and cement, semicon and oil and gas. Net sales in our Aerospace/Defense segment increased 15.5%
year over year, led by the defense sector which was up 18.7% compared to the same period in the prior year while net sales to the commercial
aerospace sector were up 14.0%. The increase in the defense sector reflects continued strength and stability from our large OEMs and the
aftermarket.
Net
income attributable to common stockholders for the nine months ended December 28, 2024 was $161.1 compared to $131.0 for the same period
last fiscal year.
Gross
Margin
|
|
Three Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin |
|
$ |
174.9 |
|
|
$ |
158.0 |
|
|
$ |
16.9 |
|
|
|
10.6 |
% |
% of net sales |
|
|
44.3 |
% |
|
|
42.3 |
% |
|
|
|
|
|
|
|
|
Gross margin was 44.3% of net sales for the third quarter of fiscal 2025 compared to 42.3%
for the third quarter of fiscal 2024. The gross margin improvement was primarily due to favorable product mix and continued manufacturing efficiencies, notably within the Industrial segment.
|
|
Nine Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin |
|
$ |
532.7 |
|
|
$ |
492.2 |
|
|
$ |
40.5 |
|
|
|
8.2 |
% |
% of net sales |
|
|
44.4 |
% |
|
|
42.9 |
% |
|
|
|
|
|
|
|
|
Gross
margin was 44.4% of net sales for the first nine months of fiscal 2025 compared to 42.9% for the same period last fiscal year. The increase
in gross margin as a percentage of net sales was mostly driven by volumes and sustained manufacturing efficiencies.
Selling,
General and Administrative
| |
Three Months Ended | |
| |
December 28,
2024 | | |
December 30, 2023 | | |
$
Change | | |
%
Change | |
| |
| | |
| | |
| | |
| |
SG&A | |
$ | 70.1 | | |
$ | 63.9 | | |
$ | 6.2 | | |
| 9.8 | % |
% of net sales | |
| 17.8 | % | |
| 17.1 | % | |
| | | |
| | |
SG&A for the third quarter of fiscal 2025 was $70.1, or 17.8% of
net sales, as compared to $63.9, or 17.1% of net sales, for the same period of fiscal 2024. The increase in SG&A was primarily driven
by increased personnel costs, stock compensation costs, travel costs and professional fees.
| |
Nine Months Ended | |
| |
December 28,
2024 | | |
December 30,
2023 | | |
$
Change | | |
%
Change | |
| |
| | |
| | |
| | |
| |
SG&A | |
$ | 207.2 | | |
$ | 189.1 | | |
$ | 18.1 | | |
| 9.6 | % |
% of net sales | |
| 17.3 | % | |
| 16.5 | % | |
| | | |
| | |
SG&A
expenses increased by $18.1 to $207.2 for the first nine months of fiscal 2025 compared to $189.1 for the same period last year. The
increase in SG&A for the first nine months of fiscal 2025 was primarily related to increases in professional fees, stock compensation
costs, travel costs and personnel costs.
Other,
Net
|
|
Three Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net |
|
$ |
19.2 |
|
|
$ |
18.9 |
|
|
$ |
0.3 |
|
|
|
1.3 |
% |
% of net sales |
|
|
4.8 |
% |
|
|
5.0 |
% |
|
|
|
|
|
|
|
|
Other operating expenses for the third quarter of fiscal 2025 totaled
$19.2 compared to $18.9 for the same period last fiscal year. For the third quarter of fiscal 2025, other operating expenses included
$17.9 of amortization of intangible assets and $1.3 of other items. For the third quarter of fiscal 2024, other operating expenses included
$17.7 of amortization of intangible assets, $0.1 of restructuring costs and $1.1 of other items.
|
|
Nine Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net |
|
$ |
56.3 |
|
|
$ |
55.1 |
|
|
$ |
1.2 |
|
|
|
2.2 |
% |
% of net sales |
|
|
4.7 |
% |
|
|
4.8 |
% |
|
|
|
|
|
|
|
|
Other
operating expenses for the first nine months of fiscal 2025 totaled $56.3 compared to $55.1 for the same period last fiscal year. For
the first nine months of fiscal 2025, other operating expenses were comprised primarily of $53.6 of amortization of intangible assets,
$0.6 of restructuring costs, and $2.1 of other items. For the first nine months of fiscal 2024, other operating expenses were comprised
primarily of $52.8 of amortization of intangible assets, $0.7 of restructuring costs, and $1.6 of other items.
Interest
Expense, Net
|
|
Three Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
$ |
14.2 |
|
|
$ |
19.3 |
|
|
$ |
(5.1 |
) |
|
|
(26.9 |
)% |
% of net sales |
|
|
3.6 |
% |
|
|
5.2 |
% |
|
|
|
|
|
|
|
|
Interest expense, net, consists of interest charged on the Company’s
debt arrangements and amortization of deferred financing fees, offset by interest income (see “Liquidity and Capital Resources”
below). Interest expense, net, was $14.2 for the third quarter of fiscal 2025 compared to $19.3 for the same period last fiscal year.
The decrease in interest expense between the periods was due to the debt reduction efforts made by the Company over the past fiscal year
and the effects of the Interest Rate Swap and the Cross Currency Swap. See “Liquidity and Capital Resources” below for more
information regarding the Interest Rate Swap and the Cross Currency Swap.
|
|
Nine Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
$ |
47.0 |
|
|
$ |
59.9 |
|
|
$ |
(12.9 |
) |
|
|
(21.6 |
)% |
% of net sales |
|
|
3.9 |
% |
|
|
5.2 |
% |
|
|
|
|
|
|
|
|
Interest
expense, net, was $47.0 for the first nine months of fiscal 2025 compared to $59.9 for the same period last fiscal year. The decrease
was mainly attributable to our debt reduction efforts, as well as the Interest Rate Swap and the Cross Currency Swap, which have enabled
us to manage interest costs.
Other
Non-Operating Expense/(Income)
|
|
Three Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-operating income |
|
$ |
(3.3 |
) |
|
$ |
(0.9 |
) |
|
$ |
(2.4 |
) |
|
|
265.8 |
% |
% of net sales |
|
|
(0.8 |
)% |
|
|
(0.2 |
)% |
|
|
|
|
|
|
|
|
Other
non-operating income was $3.3 for the third quarter of fiscal 2025 and consisted primarily of a $4.0 legal settlement partially offset
by post-retirement benefit costs and foreign exchange gains and losses. Other non-operating income was $0.9 for the third quarter of
fiscal 2024 and consisted primarily of $1.6 of insurance proceeds received partially offset by post-retirement benefit costs and foreign
exchange gains and losses.
|
|
Nine Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-operating expense/(income) |
|
$ |
(1.8 |
) |
|
$ |
0.4 |
|
|
$ |
(2.2 |
) |
|
|
(519.4 |
)% |
% of net sales |
|
|
(0.1 |
)% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
Other
non-operating income was $1.8 for the first nine months of fiscal 2025 and consisted primarily of a $4.0 legal settlement partially offset
by post-retirement benefit costs and foreign exchange gains and losses. Other non-operating expenses were $0.4 for the first nine months
of fiscal 2024 and consisted primarily of post-retirement benefit costs and foreign exchange gains and losses partially offset by $1.6
of insurance proceeds received.
Income
Taxes
|
|
Three Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
|
|
|
|
|
|
Income tax expense |
|
$ |
16.8 |
|
|
$ |
10.2 |
|
Effective tax rate |
|
|
22.5 |
% |
|
|
18.1 |
% |
Income
tax expense for the three-month period ended December 28, 2024 was $16.8 compared to $10.2 for the three-month period ended December
30, 2023. Our effective income tax rate for the three-month period ended December 28, 2024 was 22.5% compared to 18.1% for the three-month
period ended December 30, 2023. The effective income tax rate for the three-month period ended December 28, 2024 of 22.5% included $0.8
of tax benefits associated with stock-based compensation. The effective income tax rate without discrete items for the three-month period
ended December 28, 2024 would have been 23.5%. The effective income tax rate for the three-month period ended December 30, 2023 of 18.1%
included $1.9 of tax benefits associated with stock-based compensation partially offset by $0.2 of other items. The effective income
tax rate without discrete items for the three-month period ended December 30, 2023 would have been 21.2%.
|
|
Nine Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
|
|
|
|
|
|
Income tax expense |
|
$ |
50.5 |
|
|
$ |
39.4 |
|
Effective tax rate |
|
|
22.5 |
% |
|
|
21.0 |
% |
Income
tax expense for the nine-month period ended December 28, 2024 was $50.5 compared to $39.4 for the nine-month period ended December 30,
2023. Our effective income tax rate for the nine-month period ended December 28, 2024 was 22.5% compared to 21.0% for the nine-month
period ended December 30, 2023. The effective income tax rate for the nine-month period ended December 28, 2024 of 22.5% included $2.5
of tax benefits associated with stock-based compensation which was slightly offset by $0.1 of other tax expenses. The effective income
tax rate without discrete items for the nine-month period ended December 28, 2024 would have been 23.6%. The effective income tax rate
for the nine-month period ended December 30, 2023 of 21.0% included $2.4 of tax benefits associated with stock-based compensation partially
offset by $0.2 of other items. The effective income tax rate without discrete items for the nine-month period ended December 30, 2023
would have been 22.2%.
Segment
Information
Our
CODM makes operating decisions, assesses the performance of the business, and allocates resources under two operating segments: Aerospace/Defense;
and Industrial. We use segment net sales and gross margin as the primary measurements to assess the financial performance of each reportable
segment.
Aerospace/Defense
Segment
|
|
Three Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
143.2 |
|
|
$ |
129.2 |
|
|
$ |
14.0 |
|
|
|
10.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
$ |
57.9 |
|
|
$ |
53.3 |
|
|
$ |
4.6 |
|
|
|
8.6 |
% |
% of segment net sales |
|
|
40.5 |
% |
|
|
41.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A |
|
$ |
10.4 |
|
|
$ |
9.9 |
|
|
$ |
0.5 |
|
|
|
6.1 |
% |
% of segment net sales |
|
|
7.3 |
% |
|
|
7.6 |
% |
|
|
|
|
|
|
|
|
Net sales increased $14.0, or 10.7%, for the three months ended December
28, 2024 compared to the same period last fiscal year. Our commercial aerospace markets, which consisted of $78.0 of OEM and $20.9 of
distribution and aftermarket, increased by 14.6% compared to fiscal 2024 when OEM net sales were $67.2 and distribution and aftermarket
net sales were $19.1. This was driven by strong execution on the orders we have seen in recent periods in both the OEM markets and in
the aftermarket. Our defense markets, which consisted of $32.5 of OEM and $11.8 of distribution and aftermarket, increased by 3.0% compared
to fiscal 2024 when OEM net sales were $35.9 and distribution and aftermarket net sales were $7.0. The increase in defense sales was driven
by marine, helicopters and missiles.
Gross margin as a percentage of segment net sales was 40.5% for the
third quarter of fiscal 2025 compared to 41.2% for the same period last fiscal year. The decrease in gross margin was primarily driven
by product mix.
|
|
Nine Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
435.5 |
|
|
$ |
377.0 |
|
|
$ |
58.5 |
|
|
|
15.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
$ |
177.8 |
|
|
$ |
151.2 |
|
|
$ |
26.6 |
|
|
|
17.6 |
% |
% of segment net sales |
|
|
40.8 |
% |
|
|
40.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A |
|
$ |
31.1 |
|
|
$ |
28.1 |
|
|
$ |
3.0 |
|
|
|
10.6 |
% |
% of segment net sales |
|
|
7.1 |
% |
|
|
7.5 |
% |
|
|
|
|
|
|
|
|
Net sales increased $58.5, or 15.5%, for the first nine months of fiscal
2025 compared to the same period last fiscal year. The 15.5% increase was primarily driven by a 18.7% increase in our defense market,
while our commercial aerospace market was up 14.0% year over year. Commercial aerospace, which consisted of $231.9 of OEM and $59.8 of
distribution and aftermarket, increased by 14.0% compared to fiscal 2024 when OEM net sales were $200.3 and distribution and aftermarket
net sales were $55.6. Our defense markets, which consisted of $108.2 of OEM and $35.6 of distribution and aftermarket, increased by 18.7%
compared to fiscal 2024 when OEM net sales were $101.1 and distribution and aftermarket net sales were $20.0.
Gross
margin as a percentage of segment net sales was 40.8% for the third quarter of fiscal 2025 compared to 40.1% for the same period last
fiscal year. The increase in gross margin as a percentage of net sales was primarily driven by efficiencies achieved at the plants in
part due to increased sales volumes and favorable product mix.
Industrial
Segment
|
|
Three Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
251.2 |
|
|
$ |
244.7 |
|
|
$ |
6.5 |
|
|
|
2.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
$ |
117.0 |
|
|
$ |
104.7 |
|
|
$ |
12.3 |
|
|
|
11.7 |
% |
% of segment net sales |
|
|
46.5 |
% |
|
|
42.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A |
|
$ |
34.2 |
|
|
$ |
32.6 |
|
|
$ |
1.6 |
|
|
|
5.1 |
% |
% of segment net sales |
|
|
13.6 |
% |
|
|
13.3 |
% |
|
|
|
|
|
|
|
|
Net sales increased $6.5 for the three months ended December 28, 2024
compared to the same period last fiscal year. We saw strength in the logistics and warehousing, food and beverage, aggregate and cement and grain markets offset
by weakness in the machine tools, semicon and oil and gas markets. Industrial OEM net sales were $72.7 and $79.4 for the three month periods ended December
28, 2024 and December 30, 2023, respectively. Industrial net sales to distribution and the aftermarket were $178.5 and $165.3 for the
three month periods ended December 28, 2024 and December 30, 2023, respectively.
Gross
margin for the three months ended December 28, 2024 was 46.5% of net sales, compared to 42.8% in the comparable period in fiscal 2024.
The improved gross margin was due to product mix and manufacturing efficiencies achieved at the plants.
|
|
Nine Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
763.1 |
|
|
$ |
769.6 |
|
|
$ |
(6.5 |
) |
|
|
(0.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
$ |
354.9 |
|
|
$ |
341.0 |
|
|
$ |
13.9 |
|
|
|
4.1 |
% |
% of segment net sales |
|
|
46.5 |
% |
|
|
44.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A |
|
$ |
101.4 |
|
|
$ |
98.4 |
|
|
$ |
3.0 |
|
|
|
3.1 |
% |
% of segment net sales |
|
|
13.3 |
% |
|
|
12.8 |
% |
|
|
|
|
|
|
|
|
Net
sales decreased $6.5, or 0.8%, for the first nine months of fiscal 2025 compared to the same period last fiscal year. We saw
strength in the mining and metals, logistics and warehousing, power generation, food and beverage and grain markets offset by
weakness in the semicon, machine tools, aggregate and cement, and oil and gas markets. Industrial OEM net sales were $237.2
and $248.8 for the nine month periods ended December 28, 2024 and December 30, 2023, respectively. Industrial net sales to
distribution and the aftermarket were $525.9 and $520.8 for the nine month periods ended December 28, 2024 and December 30, 2023,
respectively.
Gross
margin for the first nine months of fiscal 2025 was 46.5% of net sales, compared to 44.3% in the same period last fiscal year. The increase
in gross margin was driven by manufacturing efficiencies and product mix.
Corporate
|
|
Three Months Ended |
|
|
|
December 28,
2024 |
|
|
December 30,
2023 |
|
|
$
Change |
|
|
%
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A |
|
$ |
25.5 |
|
|
$ |
21.4 |
|
|
$ |
4.1 |
|
|
|
18.5 |
% |
% of total net sales |
|
|
6.5 |
% |
|
|
5.7 |
% |
|
|
|
|
|
|
|
|
Corporate
SG&A was $25.5, or 6.5% of net sales, for the third quarter of fiscal 2025 compared to $21.4, or 5.7% of net sales, for the same
period last fiscal year. The quarter over quarter increase was primarily due to increases in professional fees, stock compensation costs,
travel costs and personnel costs.
|
|
Nine Months Ended |
|
|
|
December 28, 2024 |
|
|
December 30, 2023 |
|
|
$ Change |
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A |
|
$ |
74.7 |
|
|
$ |
62.6 |
|
|
$ |
12.1 |
|
|
|
19.3 |
% |
% of total net sales |
|
|
6.2 |
% |
|
|
5.5 |
% |
|
|
|
|
|
|
|
|
Corporate
SG&A increased $12.1 for the first nine months of fiscal 2025 compared to the same period last fiscal year due to increases in personnel
costs, professional fees, travel costs and stock compensation costs.
Liquidity
and Capital Resources
Our capital requirements include manufacturing equipment and materials.
We have historically fueled our growth, in part, through acquisitions. We have historically met our working capital, capital expenditure
and acquisition funding needs through our net cash flows provided by operations, various debt arrangements and public sales of equity.
We believe that operating cash flows and available credit under the Revolving Credit Facility (which expires in November 2026) will provide
adequate resources to fund internal growth initiatives for at least the next 12 months.
Our
ability to meet future working capital, capital expenditure and debt service requirements will depend on our future financial performance,
which will be affected by a range of economic, competitive and business factors, particularly interest rates, cyclical changes in our
end markets, and our ability to pass through raw material price increases on a timely basis, many of which are outside of our control.
In addition, future acquisitions could have a significant impact on our liquidity position and our need for additional funds.
From
time to time, we evaluate our existing facilities and operations and their strategic importance to us. If we determine that a given facility
or operation does not have future strategic importance, we may sell, relocate, consolidate or otherwise dispose of that facility or operations.
Although we believe our operations would not be materially adversely affected by such dispositions, relocations or consolidations, we
could incur significant cash or non-cash charges in connection with them.
Liquidity
As
of December 28, 2024, we had cash and cash equivalents of $60.6, of which approximately $22.4 was cash held by our foreign subsidiaries.
We expect that our undistributed foreign earnings will be re-invested indefinitely for working capital, internal growth, and acquisitions
for and by certain of our foreign subsidiaries.
Domestic
Credit Facility
The
Credit Agreement, which was entered into in fiscal 2022, provides the Company with (a) the $1,300.0 Term Loan, which was used to
fund a portion of the purchase price for the acquisition of Dodge and to pay related fees and expenses, and (b) the $500.0 Revolving
Credit Facility. Debt issuance costs associated with the Credit Agreement totaled $14.9 and are being amortized over the life of
the Credit Agreement.
Amounts outstanding under the Facilities generally bear interest, at
the Company’s option, at either, (a) a base rate determined by reference to the higher of (i) Wells Fargo’s prime lending
rate, (ii) the federal funds effective rate plus 0.50% and (iii) Term SOFR (as defined in the Credit Agreement based on SOFR, the secured
overnight financing rate administered by the Federal Reserve Bank of New York) plus 1.00% or (b) Term SOFR plus a credit spread adjustment
of 0.10% plus a margin ranging from 0.75% to 2.00% depending on the Company’s consolidated ratio of total net debt to consolidated
EBITDA (as defined in the Credit Agreement). The Facilities are subject to a SOFR floor of 0.00%. As of December 28, 2024, the Company’s
margin was 1.00% for SOFR loans, the commitment fee rate was 0.175%, and the letter of credit fee rate was 1.00%. A portion of the
Term Loan is subject to the Interest Rate Swap.
The
Term Loan matures in November 2026 and amortizes in quarterly installments with the balance payable on the maturity date. The Company
can elect to prepay some or all of the outstanding balance from time to time without penalty, which will offset future quarterly amortization
installments. Due to prepayments previously made, the required future principal payments on the Term Loan are $0 for fiscal 2025,
$0 for fiscal 2026, and $500.0 for fiscal 2027. The Revolving Credit Facility expires in November 2026, at which time all amounts
outstanding under the Revolving Credit Facility will be payable.
The
Credit Agreement requires the Company to comply with various covenants, including the following financial covenants: (a) a maximum Total
Net Leverage Ratio (as defined in the Credit Agreement) of 5.00:1.00, which maximum Total Net Leverage Ratio shall decrease during certain
subsequent test periods as set forth in the Credit Agreement (provided that, no more than once during the term of the Facilities, such
maximum ratio applicable at such time may be increased by the Company by 0.50:1.00 for a period of 12 months after the consummation of
a material acquisition); and (b) a minimum Interest Coverage Ratio of 2.00:1.00. As of December 28, 2024 the Company was in compliance
with all debt covenants.
The
Credit Agreement allows the Company to, among other things, make distributions to stockholders, repurchase its stock, incur other debt
or liens, or acquire or dispose of assets provided that the Company complies with certain requirements and limitations of the Credit
Agreement.
The
Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Agreement, and the Company’s
obligations and the domestic subsidiaries’ guaranty are secured by a pledge of substantially all of the assets of the Company and
its domestic subsidiaries.
As
of December 28, 2024, $500.0 was outstanding under the Term Loan and $3.7 of the Revolving Credit Facility was being utilized
to provide letters of credit to secure the Company’s obligations relating to certain insurance programs. The Company had the ability
to borrow an additional $496.3 under the Revolving Credit Facility as of December 28, 2024. During the three month period ended
December 28, 2024, the Company borrowed, $40.0 from the Revolving Credit Facility in order pay down the Term Loan. The $40.0 borrowed
from the Revolver was then completely repaid before the end of the fiscal quarter.
Senior
Notes
In
fiscal 2022, RBCA issued $500.0 aggregate principal amount of Senior Notes. The net proceeds from the issuance of the Senior Notes
were approximately $492.0, after deducting initial purchasers’ discounts and commissions and offering expenses, and were used to
fund a portion of the cash purchase price for the acquisition of Dodge.
The
Senior Notes were issued pursuant to the Indenture with Wilmington Trust, National Association, as trustee. The Indenture contains covenants
limiting the ability of the Company to (i) incur additional indebtedness or guarantee indebtedness, (ii) declare or pay dividends, redeem
stock or make other distributions to stockholders, (iii) make investments, (iv) create liens or use assets as security in other transactions,
(v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of its assets, (vi) enter into transactions with affiliates,
and (vii) sell or transfer certain assets. These covenants contain various exceptions, limitations and qualifications. At any time that
the Senior Notes are rated investment grade, certain of these covenants will be suspended.
The
Senior Notes are guaranteed jointly and severally on a senior unsecured basis by RBC Bearings and RBCA’s domestic subsidiaries
that also guarantee the Credit Agreement.
Interest
on the Senior Notes accrues at a rate of 4.375% and is payable semi–annually in cash in arrears on April 15 and October 15 of each
year.
The Senior Notes will mature on October 15, 2029. The Company may redeem
some or all of the Senior Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date. If the Company sells certain of its assets or experiences specific kinds of changes in control, the Company
must offer to purchase the Senior Notes.
Foreign
Borrowing Arrangements
The
Foreign Credit Line is a CHF 5.0 (approximately $5.4 USD) credit line with Credit Suisse (Switzerland) Ltd. to provide
our Swiss subsidiary, Schaublin SA, future working capital, if necessary. As of December 28, 2024, $0.1 was being utilized to provide
a bank guarantee. Fees associated with the Foreign Credit Line are nominal.
In
July 2024, Swiss Tool Systems, one of our foreign subsidiaries, purchased the building where it operates for CHF 7.1 (approximately $8.4
USD) and took out a 10-year fixed-rate mortgage on the building for CHF 4.0 (approximately $4.5 USD).
Interest
Rate Swap
The
Company is exposed to market risks relating to fluctuations in interest rates.
To
hedge against this risk, in fiscal 2023, the Company entered into the Interest Rate Swap with a third-party financial counterparty under
the Credit Agreement. The Interest Rate Swap was executed to protect the Company from interest rate volatility on our variable-rate Term
Loan. The Interest Rate Swap became effective December 30, 2022 and is comprised of a $600.0 notional with a maturity of three years.
The notional was $400.0 as of December 28, 2024. We receive a variable rate based on one-month Term SOFR and pay a fixed rate of 4.455%.
The notional on the Interest Rate Swap amortizes as follows:
Year
1: $600.0
Year
2: $400.0
Year
3: $100.0
The
Interest Rate Swap has been designated as a cash flow hedge of the variability of the first unhedged interest payments (the hedged transactions)
paid over the hedging relationship’s specified time period of three years attributable to the borrowing’s contractually specified
interest index on the hedged principal of its general borrowing program or replacement or refinancing thereof.
Cross
Currency Swap
The
Company is exposed to foreign exchange rate fluctuations as some of our subsidiaries operate in various countries.
On
August 12, 2024, the Company entered into the Cross Currency Swap with a third-party financial counterparty. The objective of the Cross
Currency Swap is to economically hedge the Company’s net investment in its lower-tier European subsidiary, Schaublin, against adverse
changes in the Swiss franc/U.S. dollar exchange rate. The Cross Currency Swap is based upon a net investment of CHF 69.4 ($80.0 USD)
notional amount with a three-year maturity date. RBC receives a fixed U.S. dollar amount on a month-to-month basis based upon a fixed
annual rate of 2.77% of the notional amount. At maturity, RBC will net-settle the principal of the Cross Currency Swap in cash with the
counterparty. The Cross Currency Swap has been designated as a net investment hedge on an after-tax basis.
Preferred Stock
Prior to October 15, 2024, the Company had outstanding 4,600,000 shares
of MCPS to which we paid a quarterly dividend aggregating $5.75, but on that date each then-outstanding share of the MCPS converted into
0.4413 shares of common stock, resulting in the retirement of the MCPS and the issuance of 2,029,955 shares of common stock. Because the
MCPS is no longer outstanding, the Company will not pay MCPS dividends in the future, resulting in a cash savings of $23.0 per year.
Cash
Flows
Nine-month
Period Ended December 28, 2024 Compared to the Nine-month Period Ended December 30, 2023
The
following table summarizes our cash flow activities:
|
|
FY25 |
|
|
FY24 |
|
|
$ Change |
|
Net cash provided by/(used in): |
|
|
|
|
|
|
Operating activities |
|
$ |
224.4 |
|
|
$ |
195.2 |
|
|
$ |
29.2 |
|
Investing activities |
|
|
(35.6 |
) |
|
|
(42.7 |
) |
|
|
7.1 |
|
Financing activities |
|
|
(191.3 |
) |
|
|
(147.0 |
) |
|
|
(44.3 |
) |
Effect of exchange rate changes on cash |
|
|
(0.4 |
) |
|
|
0.7 |
|
|
|
(1.1 |
) |
Increase/(decrease) in cash and cash equivalents |
|
$ |
(2.9 |
) |
|
$ |
6.2 |
|
|
$ |
(9.1 |
) |
During the first nine months of fiscal 2025, we generated cash of $224.4
from operating activities compared to $195.2 during the same period of fiscal 2024. The increase of $29.2 was the result of an increase
in net income of $25.2, a favorable change in operating assets and liabilities of $1.7 and the favorable impact of non-cash activity of
$2.3. The favorable change in operating assets and liabilities is detailed in the table below. The change in non-cash activity was driven
by $7.0 more in stock-based compensation and $0.3 more in depreciation and amortization, offset by $2.6 more in deferred taxes, $0.6 less
in amortization of deferred financing costs, $0.6 less in consolidation and restructuring charges, $0.7 less in losses on asset dispositions
and $0.5 less in noncash operating lease expense.
The
following table summarizes the impact on cash flow from operating assets and liabilities for fiscal 2025 versus fiscal 2024.
| |
Nine Months Ended | |
| |
December 28,
2024 | | |
December 30,
2023 | | |
$ Change | |
Cash provided by/(used in): | |
| | |
| | |
| |
Accounts receivable | |
$ | (2.4 | ) | |
$ | 13.0 | | |
$ | (15.4 | ) |
Inventory | |
| (36.2 | ) | |
| (36.0 | ) | |
| (0.2 | ) |
Prepaid expenses and other current assets | |
| (4.9 | ) | |
| (4.8 | ) | |
| (0.1 | ) |
Other noncurrent assets | |
| (2.1 | ) | |
| (4.1 | ) | |
| 2.0 | |
Accounts payable | |
| 14.1 | | |
| (23.3 | ) | |
| 37.4 | |
Accrued expenses and other current liabilities | |
| (19.2 | ) | |
| 1.4 | | |
| (20.6 | ) |
Other noncurrent liabilities | |
| (1.6 | ) | |
| (0.2 | ) | |
| (1.4 | ) |
Total change in operating assets and liabilities: | |
$ | (52.3 | ) | |
$ | (54.0 | ) | |
$ | 1.7 | |
During the first nine months of fiscal 2025, we used $35.6 for investing activities as compared
to $42.7 used in the first nine months of fiscal 2024. This decrease in cash used was primarily attributable to a $19.3 decrease in business
acquisition costs and $0.3 fewer proceeds from the sale of assets while capital expenditures increased $11.9 period over period.
During the first nine months of fiscal 2025, we used cash of $191.3 for financing activities compared to $147.0 in the first nine months
of fiscal 2024. This increase in cash used was primarily attributable to $60.4 more in payments related to the Revolving Credit Facility,
$25.0 more payments made on outstanding debt, $0.7 more principal payments made on finance lease obligations and $1.0 more repurchases
of common stock partially offset by $16.2 more exercises of stock-based awards, $22.0 in proceeds related to the Revolving Credit Facility,
and $4.5 in proceeds related to the Swiss Tool mortgage.
Capital
Expenditures
Our
capital expenditures were $35.6 for the first nine months of fiscal 2025 compared to $23.7 for the same period in the prior fiscal year.
We expect to make additional capital expenditures of $10.0 to $15.0 during the remainder of fiscal 2025 in connection with our existing
business. We expect to fund these capital expenditures principally through existing cash and internally generated funds. We may also
make substantial additional capital expenditures in connection with acquisitions.
Obligations
and Commitments
The
Company’s fixed contractual obligations and commitments are primarily comprised of our debt obligations disclosed in Note 10 in
Part I, Item 1 of this report. We also have lease obligations which are materially consistent with what we disclosed in our Annual Report.
Other
Matters
Critical
Accounting Policies and Estimates
Preparation
of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses. We believe the most complex and sensitive judgments, because of their significance to the consolidated financial
statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management’s
Discussion and Analysis of Financial Condition and Results of Operations and the Notes to the Consolidated Financial Statements in our
Annual Report describe the significant accounting estimates and policies used in preparation of our consolidated financial statements.
Actual results in these areas could differ from management’s estimates. There were no significant changes in our critical accounting
estimates during the first nine months of fiscal 2025.
Off-Balance
Sheet Arrangements
The
Company has $3.7 of outstanding standby letters of credit, all of which are under the Revolving Credit Facility.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
We
are exposed to market risks that arise during the normal course of business from changes in interest rates and foreign currency exchange
rates.
Interest
Rates. We currently have variable rate debt outstanding under the Term Loan. We regularly evaluate the impact of interest rate changes
on our net income and cash flow and take action to limit our exposure when appropriate. As discussed in Note 13 in Part I, Item 1 of
this report, we have utilized an interest rate swap to fix a portion of the variable rate interest expense associated with the Term Loan.
Foreign
Currency Exchange Rates. Our operations in the following countries transact in the following currencies:
|
● |
Australia – Australian dollar |
|
● |
India – rupee |
|
● |
Canada – Canadian dollar |
|
● |
Mexico – peso |
|
● |
China – Chinese yuan |
|
● |
Poland – zloty |
|
● |
France and Germany – euro |
|
● |
Switzerland – Swiss franc |
|
● |
England – British pound |
|
|
|
As a result, we are exposed to risk associated with fluctuating currency
exchange rates between the U.S. dollar and these currencies. Foreign currency transaction gains and losses are included in earnings. Approximately
12% and 11% of our net sales were impacted by foreign currency fluctuations for the three- and nine-month periods ended December 28, 2024,
respectively. Approximately 12% of our net sales were impacted by foreign currency fluctuations for both the three- and nine-month periods
ended December 30, 2023. For those foreign countries where we have sales, a strengthening in the U.S. dollar as we have seen over the
past few years or devaluation in the local currency would reduce the value of our local inventory as presented in our consolidated financial
statements. In addition, a stronger U.S. dollar or a weaker local currency would result in reduced net sales, operating profit and shareholders'
equity due to the impact of foreign exchange translation on our consolidated financial statements. Fluctuations in foreign currency exchange
rates may make our products more expensive for others to purchase or increase our operating costs, affecting our competitiveness and our
profitability.
Changes
in exchange rates between the U.S. dollar and other currencies and volatile economic, political and market conditions in emerging market
countries have in the past adversely affected our financial performance and may in the future adversely affect the value of our assets
located outside the United States, our gross profit and our results of operations.
We
periodically enter into derivative financial instruments to reduce the effect of fluctuations in exchange rates on our business. As of
December 28, 2024, the Company had a cross currency swap, which is discussed in further detail within Notes 6 and 13 in Part I, Item
1 of this report.
Item
4. Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange
Act”)) as of December 28, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded
that, as of December 28, 2024, our disclosure controls and procedures were (1) designed to ensure that information relating to our Company
required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported
to our Chief Executive Officer and Chief Financial Officer within the time periods specified in the rules and forms of the SEC, and (2)
effective, in that they provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP.
Changes
in Internal Control over Financial Reporting
No
change in our internal control over financial reporting occurred during the first nine months of fiscal 2025 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act).
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
No
legal proceeding became a reportable event during the quarter ended December 28, 2024 and there were no material developments during
the quarter with respect to any legal proceedings previously disclosed.
Item
1A. Risk Factors
There
have been no material changes to our risk factors and uncertainties since the filing of our Annual Report with the SEC on May 17, 2024,
other than what we’ve noted within item (y) within Part I, Item 2, “Cautionary Statement as to Forward-Looking Information”
contained in this quarterly report. For further discussion regarding all of our other risk factors and uncertainties, refer to Part I,
Item 1A, “Risk Factors,” contained in our Annual Report.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered
Sales of Equity Securities
During
the third quarter of fiscal 2025, we did not issue any common stock that was not registered under the Securities Act of 1933.
Use
of Proceeds
Not
applicable.
Issuer
Purchases of Equity Securities
In
2019, our Board of Directors authorized us to repurchase up to $100.0 of our common stock from time to time on the open market, in block
trade transactions, and through privately negotiated transactions, in compliance with SEC Rule 10b-18 depending on market conditions,
alternative uses of capital, and other relevant factors. Purchases may be commenced, suspended, or discontinued at any time without prior
notice.
Total
share repurchases under the 2019 plan for the three months ended December 28, 2024 are as follows:
Period | |
Total
number
of shares
purchased | | |
Average
price paid
per share | | |
Number of
shares
purchased
as part of the
publicly
announced
program | | |
Approximate
dollar value
of shares still
available to be
purchased
under the
program
(in millions) | |
09/29/2024 – 10/26/2024 | |
| 135 | | |
$ | 283.18 | | |
| 135 | | |
$ | 51.8 | |
10/27/2024 – 11/23/2024 | |
| 184 | | |
| 327.02 | | |
| 184 | | |
$ | 51.7 | |
11/24/2024 – 12/28/2024 | |
| 98 | | |
| 329.50 | | |
| 98 | | |
$ | 51.7 | |
Total | |
| 417 | | |
$ | 313.41 | | |
| 417 | | |
| | |
Item 3. Defaults Upon Senior Securities
Not
applicable.
Item 4. Mine Safety Disclosures
Not
applicable.
Item 5. Other Information
Not
applicable.
Item
6. Exhibits
| * | This
certification accompanies this Quarterly Report on Form 10-Q, is not deemed filed with the SEC and is not to be incorporated by
reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended
(whether made before or after the date of this Quarterly Report on Form 10-Q), irrespective of any general incorporation language
contained in such filing. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
RBC Bearings Incorporated |
|
|
(Registrant) |
|
|
|
|
By: |
/s/ Michael J. Hartnett |
|
|
Name: |
Michael J. Hartnett |
|
|
Title: |
Chief Executive Officer |
|
|
Date: |
January 31, 2025 |
|
|
|
|
|
By: |
/s/ Robert M. Sullivan |
|
|
Name: |
Robert M. Sullivan |
|
|
Title: |
Chief Financial Officer |
|
|
Date: |
January 31, 2025 |
31
0001324948
false
2025
Q3
--03-29
0001324948
2024-03-31
2024-12-28
0001324948
2025-01-24
0001324948
2024-12-28
0001324948
2024-03-30
0001324948
2024-09-30
2024-12-28
0001324948
2023-10-01
2023-12-30
0001324948
2023-04-01
2023-12-30
0001324948
us-gaap:CommonStockMember
2024-03-30
0001324948
us-gaap:PreferredStockMember
2024-03-30
0001324948
us-gaap:AdditionalPaidInCapitalMember
2024-03-30
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-03-30
0001324948
us-gaap:RetainedEarningsMember
2024-03-30
0001324948
rbc:TreasuryStocksMember
2024-03-30
0001324948
us-gaap:CommonStockMember
2024-03-31
2024-06-29
0001324948
us-gaap:PreferredStockMember
2024-03-31
2024-06-29
0001324948
us-gaap:AdditionalPaidInCapitalMember
2024-03-31
2024-06-29
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-03-31
2024-06-29
0001324948
us-gaap:RetainedEarningsMember
2024-03-31
2024-06-29
0001324948
rbc:TreasuryStocksMember
2024-03-31
2024-06-29
0001324948
2024-03-31
2024-06-29
0001324948
us-gaap:CommonStockMember
2024-06-29
0001324948
us-gaap:PreferredStockMember
2024-06-29
0001324948
us-gaap:AdditionalPaidInCapitalMember
2024-06-29
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-06-29
0001324948
us-gaap:RetainedEarningsMember
2024-06-29
0001324948
rbc:TreasuryStocksMember
2024-06-29
0001324948
2024-06-29
0001324948
us-gaap:CommonStockMember
2024-06-30
2024-09-28
0001324948
us-gaap:PreferredStockMember
2024-06-30
2024-09-28
0001324948
us-gaap:AdditionalPaidInCapitalMember
2024-06-30
2024-09-28
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-06-30
2024-09-28
0001324948
us-gaap:RetainedEarningsMember
2024-06-30
2024-09-28
0001324948
rbc:TreasuryStocksMember
2024-06-30
2024-09-28
0001324948
2024-06-30
2024-09-28
0001324948
us-gaap:CommonStockMember
2024-09-28
0001324948
us-gaap:PreferredStockMember
2024-09-28
0001324948
us-gaap:AdditionalPaidInCapitalMember
2024-09-28
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-09-28
0001324948
us-gaap:RetainedEarningsMember
2024-09-28
0001324948
rbc:TreasuryStocksMember
2024-09-28
0001324948
2024-09-28
0001324948
us-gaap:CommonStockMember
2024-09-29
2024-12-28
0001324948
us-gaap:PreferredStockMember
2024-09-29
2024-12-28
0001324948
us-gaap:AdditionalPaidInCapitalMember
2024-09-29
2024-12-28
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-09-29
2024-12-28
0001324948
us-gaap:RetainedEarningsMember
2024-09-29
2024-12-28
0001324948
rbc:TreasuryStocksMember
2024-09-29
2024-12-28
0001324948
2024-09-29
2024-12-28
0001324948
us-gaap:CommonStockMember
2024-12-28
0001324948
us-gaap:PreferredStockMember
2024-12-28
0001324948
us-gaap:AdditionalPaidInCapitalMember
2024-12-28
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-12-28
0001324948
us-gaap:RetainedEarningsMember
2024-12-28
0001324948
rbc:TreasuryStocksMember
2024-12-28
0001324948
us-gaap:CommonStockMember
2023-04-01
0001324948
us-gaap:PreferredStockMember
2023-04-01
0001324948
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-04-01
0001324948
us-gaap:RetainedEarningsMember
2023-04-01
0001324948
rbc:TreasuryStocksMember
2023-04-01
0001324948
2023-04-01
0001324948
us-gaap:CommonStockMember
2023-04-02
2023-07-01
0001324948
us-gaap:PreferredStockMember
2023-04-02
2023-07-01
0001324948
us-gaap:AdditionalPaidInCapitalMember
2023-04-02
2023-07-01
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-04-02
2023-07-01
0001324948
us-gaap:RetainedEarningsMember
2023-04-02
2023-07-01
0001324948
rbc:TreasuryStocksMember
2023-04-02
2023-07-01
0001324948
2023-04-02
2023-07-01
0001324948
us-gaap:CommonStockMember
2023-07-01
0001324948
us-gaap:PreferredStockMember
2023-07-01
0001324948
us-gaap:AdditionalPaidInCapitalMember
2023-07-01
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-07-01
0001324948
us-gaap:RetainedEarningsMember
2023-07-01
0001324948
rbc:TreasuryStocksMember
2023-07-01
0001324948
2023-07-01
0001324948
us-gaap:CommonStockMember
2023-07-02
2023-09-30
0001324948
us-gaap:PreferredStockMember
2023-07-02
2023-09-30
0001324948
us-gaap:AdditionalPaidInCapitalMember
2023-07-02
2023-09-30
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-07-02
2023-09-30
0001324948
us-gaap:RetainedEarningsMember
2023-07-02
2023-09-30
0001324948
rbc:TreasuryStocksMember
2023-07-02
2023-09-30
0001324948
2023-07-02
2023-09-30
0001324948
us-gaap:CommonStockMember
2023-09-30
0001324948
us-gaap:PreferredStockMember
2023-09-30
0001324948
us-gaap:AdditionalPaidInCapitalMember
2023-09-30
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-09-30
0001324948
us-gaap:RetainedEarningsMember
2023-09-30
0001324948
rbc:TreasuryStocksMember
2023-09-30
0001324948
2023-09-30
0001324948
us-gaap:CommonStockMember
2023-10-01
2023-12-30
0001324948
us-gaap:PreferredStockMember
2023-10-01
2023-12-30
0001324948
us-gaap:AdditionalPaidInCapitalMember
2023-10-01
2023-12-30
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-10-01
2023-12-30
0001324948
us-gaap:RetainedEarningsMember
2023-10-01
2023-12-30
0001324948
rbc:TreasuryStocksMember
2023-10-01
2023-12-30
0001324948
us-gaap:CommonStockMember
2023-12-30
0001324948
us-gaap:PreferredStockMember
2023-12-30
0001324948
us-gaap:AdditionalPaidInCapitalMember
2023-12-30
0001324948
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-12-30
0001324948
us-gaap:RetainedEarningsMember
2023-12-30
0001324948
rbc:TreasuryStocksMember
2023-12-30
0001324948
2023-12-30
0001324948
2023-03-31
0001324948
2023-04-02
2023-12-30
0001324948
us-gaap:TransferredOverTimeMember
2024-12-28
0001324948
rbc:AerospaceDefenseMember
2024-09-29
2024-12-28
0001324948
rbc:AerospaceDefenseMember
2023-10-01
2023-12-30
0001324948
rbc:AerospaceDefenseMember
2024-03-31
2024-12-28
0001324948
rbc:AerospaceDefenseMember
2023-04-02
2023-12-30
0001324948
rbc:IndustrialMember
2024-09-29
2024-12-28
0001324948
rbc:IndustrialMember
2023-10-01
2023-12-30
0001324948
rbc:IndustrialMember
2024-03-31
2024-12-28
0001324948
rbc:IndustrialMember
2023-04-02
2023-12-30
0001324948
country:US
2024-09-29
2024-12-28
0001324948
country:US
2023-10-01
2023-12-30
0001324948
country:US
2024-03-31
2024-12-28
0001324948
country:US
2023-04-02
2023-12-30
0001324948
rbc:InternationalMember
2024-09-29
2024-12-28
0001324948
rbc:InternationalMember
2023-10-01
2023-12-30
0001324948
rbc:InternationalMember
2024-03-31
2024-12-28
0001324948
rbc:InternationalMember
2023-04-02
2023-12-30
0001324948
rbc:CurrencyTranslationMember
2024-03-30
0001324948
rbc:ChangeInFairValueOfInterestRateSwapMember
2024-03-30
0001324948
rbc:ChangeInFairValueOfCrossCurrencySwapMember
2024-03-30
0001324948
rbc:PensionAndPostretirementLiabilityMember
2024-03-30
0001324948
rbc:CurrencyTranslationMember
2024-03-31
2024-12-28
0001324948
rbc:ChangeInFairValueOfInterestRateSwapMember
2024-03-31
2024-12-28
0001324948
rbc:ChangeInFairValueOfCrossCurrencySwapMember
2024-03-31
2024-12-28
0001324948
rbc:PensionAndPostretirementLiabilityMember
2024-03-31
2024-12-28
0001324948
rbc:CurrencyTranslationMember
2024-12-28
0001324948
rbc:ChangeInFairValueOfInterestRateSwapMember
2024-12-28
0001324948
rbc:ChangeInFairValueOfCrossCurrencySwapMember
2024-12-28
0001324948
rbc:PensionAndPostretirementLiabilityMember
2024-12-28
0001324948
rbc:SeriesAMandatoryConvertiblePreferredStockMember
2024-12-28
0001324948
2024-10-15
2024-10-15
0001324948
2024-10-14
2024-10-14
0001324948
us-gaap:CommonStockMember
2024-10-14
0001324948
2024-10-14
0001324948
us-gaap:CommonStockMember
2024-10-14
2024-10-14
0001324948
us-gaap:EmployeeStockOptionMember
2024-09-29
2024-12-28
0001324948
us-gaap:RestrictedStockMember
2024-09-29
2024-12-28
0001324948
us-gaap:EmployeeStockOptionMember
2024-03-31
2024-12-28
0001324948
us-gaap:RestrictedStockMember
2024-03-31
2024-12-28
0001324948
us-gaap:EmployeeStockOptionMember
2023-10-01
2023-12-30
0001324948
us-gaap:EmployeeStockOptionMember
2023-04-02
2023-12-30
0001324948
us-gaap:RestrictedStockMember
2023-04-02
2023-12-30
0001324948
us-gaap:FairValueInputsLevel2Member
2024-12-28
0001324948
rbc:AerospaceDefenseMember
2024-03-30
0001324948
rbc:IndustrialMember
2024-03-30
0001324948
rbc:AerospaceDefenseMember
2024-12-28
0001324948
rbc:IndustrialMember
2024-12-28
0001324948
rbc:ProductApprovalsMember
2024-12-28
0001324948
rbc:ProductApprovalsMember
2024-03-30
0001324948
rbc:CustomerRelationshipsAndListsMember
2024-12-28
0001324948
rbc:CustomerRelationshipsAndListsMember
2024-03-30
0001324948
us-gaap:TradeNamesMember
2024-12-28
0001324948
us-gaap:TradeNamesMember
2024-03-30
0001324948
rbc:PatentsAndTrademarksMember
2024-12-28
0001324948
rbc:PatentsAndTrademarksMember
2024-03-30
0001324948
rbc:DomainNamesMember
2024-12-28
0001324948
rbc:DomainNamesMember
2024-03-30
0001324948
rbc:InternaluseSoftwareMember
2024-12-28
0001324948
rbc:InternaluseSoftwareMember
2024-03-30
0001324948
rbc:OtherMember
2024-12-28
0001324948
rbc:OtherMember
2024-03-30
0001324948
2024-12-28
2024-12-28
0001324948
rbc:TermLoanFacilityMember
2024-12-28
0001324948
us-gaap:RevolvingCreditFacilityMember
2024-12-28
0001324948
rbc:CreditAgreementMember
rbc:RevolverMember
2024-03-31
2024-12-28
0001324948
rbc:NewCreditAgreementMember
2024-03-31
2024-12-28
0001324948
rbc:SeniorNotesDue2029Member
2021-04-04
2022-04-02
0001324948
2021-04-04
2022-04-02
0001324948
us-gaap:SeniorNotesMember
2024-03-31
2024-12-28
0001324948
rbc:ForeignTermLoanMember
rbc:SchaublinMember
2024-12-28
0001324948
2024-07-01
2024-07-31
0001324948
2024-07-31
0001324948
us-gaap:ForeignCountryMember
2024-03-31
2024-12-28
0001324948
rbc:USFederalAndStateMember
2024-09-29
2024-12-28
0001324948
rbc:USFederalAndStateMember
2023-10-01
2023-12-30
0001324948
2021-10-01
2021-10-31
0001324948
rbc:AerospaceDefenseMember
2024-09-29
2024-12-28
0001324948
rbc:AerospaceDefenseMember
2023-10-01
2023-12-30
0001324948
rbc:AerospaceDefenseMember
2024-03-31
2024-12-28
0001324948
rbc:AerospaceDefenseMember
2023-04-02
2023-12-30
0001324948
rbc:IndustrialMember
2024-09-29
2024-12-28
0001324948
rbc:IndustrialMember
2023-10-01
2023-12-30
0001324948
rbc:IndustrialMember
2024-03-31
2024-12-28
0001324948
rbc:IndustrialMember
2023-04-02
2023-12-30
0001324948
rbc:CorporatesMember
2024-09-29
2024-12-28
0001324948
rbc:CorporatesMember
2023-10-01
2023-12-30
0001324948
rbc:CorporatesMember
2024-03-31
2024-12-28
0001324948
rbc:CorporatesMember
2023-04-02
2023-12-30
0001324948
rbc:AerospaceDefenseMember
2024-12-28
0001324948
rbc:AerospaceDefenseMember
2024-03-30
0001324948
rbc:IndustrialMember
2024-12-28
0001324948
rbc:IndustrialMember
2024-03-30
0001324948
rbc:CorporatesMember
2024-12-28
0001324948
rbc:CorporatesMember
2024-03-30
0001324948
us-gaap:InterestRateSwapMember
2024-12-28
0001324948
rbc:YearOneMember
2024-12-28
0001324948
rbc:YearTwoMember
2024-12-28
0001324948
rbc:YearThreeMember
2024-12-28
0001324948
2024-08-12
xbrli:shares
iso4217:USD
iso4217:USD
xbrli:shares
xbrli:pure
iso4217:CHF
iso4217:CHE
I, Michael J. Hartnett, certify that:
I, Robert M. Sullivan, certify that:
18 U.S.C. SECTION 1350
The undersigned, Michael J. Hartnett, the President
and Chief Executive Officer of RBC Bearings Incorporated (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies
that:
The undersigned, Robert M. Sullivan, Chief Financial Officer, of RBC
Bearings Incorporated (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies: