UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
OR
For the transition periodfrom to .
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S.Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securitiesregistered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
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 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.
Indicateby check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting 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.
| ☒ | Acceleratedfiler | ☐ | ||
| Non-accelerated filer | ☐ | Smallerreporting company | ||
| Emerging growth company |
If an emerging growth company, indicateby check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant isa shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of July 25, 2025, RBC Bearings Incorporated had
TABLE OF CONTENTS
| Part I - | FINANCIAL INFORMATION | 1 |
| Item 1. | Consolidated Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 31 |
| Item 4. | Controls and Procedures | 31 |
| Part II - | OTHER INFORMATION | 32 |
| Item 1. | Legal Proceedings | 32 |
| Item 1A. | Risk Factors | 32 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32 |
| Item 3. | Defaults Upon Senior Securities | 33 |
| Item 4. | Mine Safety Disclosures | 33 |
| Item 5. | Other Information | 33 |
| Item 6. | Exhibits | 33 |
i
PartI. FINANCIAL INFORMATION
Item1. Consolidated Financial Statements
RBC BearingsIncorporated
ConsolidatedBalance Sheets
(dollars in millions,except per share data)
| June 28, 2025 | March 29, 2025 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease assets, net | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Other noncurrent assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Current operating lease liabilities | ||||||||
| Current portion of long-term debt | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, less current portion | ||||||||
| Noncurrent operating lease liabilities | ||||||||
| Deferred income taxes | ||||||||
| Other noncurrent liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income/(loss) | ( | ) | ||||||
| Retained earnings | ||||||||
| Treasury stock, at cost; | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ |
See accompanyingnotes.
1
RBC BearingsIncorporated
ConsolidatedStatements of Operations
(dollars in millions,except per share data)
(Unaudited)
| Three Months Ended | ||||||||
| June 28, 2025 | June 29, 2024 | |||||||
| Net sales | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross margin | ||||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | ||||||||
| Other, net | ||||||||
| Total operating expenses | ||||||||
| Operating income | ||||||||
| Interest expense, net | ||||||||
| Other non-operating expense | ||||||||
| Income before income taxes | ||||||||
| Provision for income taxes | ||||||||
| Net income | ||||||||
| Preferred stock dividends | ||||||||
| Net income attributable to common stockholders | $ | $ | ||||||
| Net income per common share attributable to common stockholders: | ||||||||
| Basic | $ | $ | ||||||
| Diluted | $ | $ | ||||||
| Weighted average common shares: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
See accompanyingnotes.
2
RBC BearingsIncorporated
ConsolidatedStatements of Comprehensive Income/(Loss)
(dollars in millions)
(Unaudited)
| Three Months Ended | ||||||||
| June 28, 2025 | June 29, 2024 | |||||||
| Net income | $ | $ | ||||||
| Pension and postretirement liability adjustments, net of taxes (1) | ||||||||
| Change in fair value of Interest Rate Swap (2) | ( | ) | ||||||
| Change in fair value of Cross Currency Swap (3) | ( | ) | ||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Total comprehensive income | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
See accompanyingnotes.
3
RBC BearingsIncorporated
ConsolidatedStatements of Stockholders’ Equity
(dollars in millions,except share data)
(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 29, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Tax withholding for common stock issued under equity incentive plans | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Exercise of equity awards | — | |||||||||||||||||||||||||||||||||||||||
| Change in pension and post-retirement plan benefit adjustments, net of tax expense of $ | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of forfeitures | — | — | ||||||||||||||||||||||||||||||||||||||
| Change in fair value of Interest Rate Swap, net of tax expense of $ | — | — | — | |||||||||||||||||||||||||||||||||||||
| Change in fair value of Cross Currency Swap, net of tax benefit of $ | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of awards previously classified as liability awards | — | — | ||||||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
See accompanyingnotes.
4
RBC BearingsIncorporated
ConsolidatedStatements of Stockholders’ Equity
(dollars in millions,except share data)
(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 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Tax withholding for common stock issued under equity incentive plans | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Exercise of equity awards | — | — | ||||||||||||||||||||||||||||||||||||||
| Change in pension and post-retirement plan benefit adjustments, net of tax expense of $ | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of forfeitures | — | — | ||||||||||||||||||||||||||||||||||||||
| Change in fair value of Interest Rate Swap, net of tax benefit of $ | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||
See accompanyingnotes.
5
RBC BearingsIncorporated
ConsolidatedStatements of Cash Flows
(dollars in millions)
(Unaudited)
| Three Months Ended | ||||||||
| June 28, 2025 | June 29, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Deferred income taxes | ( | ) | ( | ) | ||||
| Amortization of deferred financing costs | ||||||||
| Stock-based compensation | ||||||||
| Noncash operating lease expense | ||||||||
| (Gain)/loss on disposition of assets | ( | ) | ||||||
| Restructuring, and other noncash charges | ||||||||
| Changes in operating assets and liabilities, net of acquisitions: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Other noncurrent assets | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Other noncurrent liabilities | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayments of revolving credit facilities | ( | ) | ||||||
| Repayments of term loans | ( | ) | ||||||
| Repayments of notes payable | ( | ) | ( | ) | ||||
| Principal payments on finance lease obligations | ( | ) | ( | ) | ||||
| Preferred stock dividends paid | ( | ) | ||||||
| Exercise of equity awards | ||||||||
| Tax withholding for common stock issued under equity incentive plans | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash | ( | ) | ( | ) | ||||
| Cash: | ||||||||
| Increase/(decrease) during the period | ||||||||
| Cash, at beginning of period | ||||||||
| Cash, at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Income taxes | $ | $ | ||||||
| Interest | ||||||||
See accompanyingnotes.
6
RBC BearingsIncorporated
Notes to UnauditedInterim Consolidated Financial Statements
(dollars in millions,except per-share data)
1. Basis ofPresentation
Theinterim consolidated financial statements included herein have been prepared by RBC Bearings Incorporated, a Delaware corporation (collectivelywith its subsidiaries, the “Company”), without audit, pursuant to the rules and regulations of the Securities and ExchangeCommission (“SEC”). The interim financial statements included with this report have been prepared on a consistent basis withthe Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for thefiscal year ended March 29, 2025 (our “Annual Report”). We condensed or omitted certain information and footnote disclosuresnormally included in our annual audited financial statements, which we prepared in accordance with U.S. Generally Accepted AccountingPrinciples (“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.
Thesefinancial 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 ofoperations for the interim periods presented. These financial statements should be read in conjunction with the Company’s auditedfinancial statements and notes thereto included in our Annual Report.
Theresults of operations for the three-month period ended June 28, 2025 are not necessarily indicative of the operating results for theentire fiscal year ending March 28, 2026. The three-month periods ended June 28, 2025 and June 29, 2024 each included
Alldollar amounts contained in these financial statements and footnotes are stated in millions, except for per share data.
2. SignificantAccounting Policies
TheCompany’s significant accounting policies are detailed in “Note 2 - Summary of Significant Accounting Policies” of our AnnualReport.
Significantchanges to our accounting policies as a result of adopting new accounting standards are discussed below.
Recent AccountingStandards Adopted
In November 2023, Financial Accounting StandardsBoard (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 investorsfor additional, more detailed information about a reportable segment’s expenses. Our Annual Report included enhanced segment disclosureto comply with the updated requirements. Refer to “Note 12: Reportable Segments” for additional information.
Recent AccountingStandards Yet to Be Adopted
InDecember 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments inASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosuresprimarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual reporting periodsbeginning after December 15, 2024. As of June 28, 2025, the Company is evaluating the impact the standard will have on its consolidatedfinancial statements.
7
InNovember 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE). The new standard requires disclosureof specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures aboutselling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periodsbeginning after December 15, 2027. As of June 28, 2025, the Company is evaluating the impact the standard will have on its consolidatedfinancial statements.
3. Revenue fromContracts with Customers
Disaggregationof Revenue
Thefollowing table disaggregates total revenue by end market which is how we view our reportable segments (see Note 12):
| Three Months Ended | ||||||||
| June 28, 2025 | June 29, 2024 | |||||||
| Aerospace/Defense | $ | $ | ||||||
| Industrial | ||||||||
| Total | $ | $ | ||||||
Thefollowing table disaggregates total revenue by geographic origin:
| Three Months Ended | ||||||||
| June 28, 2025 | June 29, 2024 | |||||||
| United States | $ | $ | ||||||
| International | ||||||||
| Total | $ | $ | ||||||
Thefollowing table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over time versus theamount of revenue recognized for performance obligations satisfied at a point in time:
| Three Months Ended | ||||||||
| June 28, 2025 | June 29, 2024 | |||||||
| Point-in-time | % | % | ||||||
| Over time | % | % | ||||||
| Total | % | % | ||||||
Remaining PerformanceObligations
Remaining performance obligations represent the transaction price oforders meeting the definition of a contract in Accounting Standards Codification (ASC) Topic 606 – Revenue from Contracts withCustomers, for which work has not been performed or has been partially performed and excludes unexercised contract options. The durationof 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 aggregateamount of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one yearwas approximately $
8
Contract Balances
Thetiming of revenue recognition, invoicing and cash collections affect accounts receivable, unbilled receivables (contract assets) andcustomer advances and deposits (contract liabilities) on the consolidated balance sheets. These assets and liabilities are reported onthe consolidated balance sheets on an individual contract basis at the end of each reporting period.
ContractAssets (Unbilled Receivables) - Pursuant to the over-time revenue recognition model, revenue may be recognized prior to the customerbeing invoiced. An unbilled receivable is recorded to reflect revenue that is recognized when (1) the cost-to-cost method is appliedand (2) such revenue exceeds the amount invoiced to the customer.
Asof June 28, 2025 and March 29, 2025, current contract assets were $
ContractLiabilities (Deferred Revenue) - The Company may receive a customer advance or deposit, or have an unconditional right to receivea 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 transferof the related goods or services is at the discretion of the customer.
Asof June 28, 2025 and March 29, 2025, current contract liabilities were $
As of June 28, 2025 and March 29, 2025, noncurrent contract liabilitieswere $
Variable Consideration
Theamount of consideration to which the Company expects to be entitled in exchange for the goods and services is not generally subject tosignificant variations. However, the Company does offer certain customers rebates, prompt payment discounts, end-user discounts, theright to return eligible products, and/or other forms of variable consideration. The Company estimates this variable considerationusing the expected value amount, which is based on historical experience. The Company includes estimated amounts in the transaction priceto the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associatedwith the variable consideration is resolved. The Company adjusts the estimate of revenue at the earlier of when the amount of considerationthe Company expects to receive changes or when the consideration becomes fixed. Accrued customer rebates were $
9
4. AccumulatedOther Comprehensive Income/(Loss)
Thecomponents of comprehensive income/(loss) that relate to the Company are net income, foreign currency translation adjustments, changesin fair value of derivatives, and pension plan and postretirement benefits.
Thefollowing 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 29, 2025 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||
| Reclassification to net income | ( | ) | ( | ) | ||||||||||||||||
| Change in pension and postretirement liability | ||||||||||||||||||||
| Net gain on foreign currency translation | ||||||||||||||||||||
| Gain on Interest Rate Swap, net of taxes | ||||||||||||||||||||
| Loss on Cross Currency Swap, net of taxes | ( | ) | ( | ) | ||||||||||||||||
| Net current period other comprehensive income | ( | ) | ||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||
5. Net incomePer-share Attributable to Common Stockholders
Basicnet income per-share attributable to common stockholders is computed by dividing net income attributable to common stockholders by theweighted average number of common shares outstanding.
Diluted net income per shareattributable to common stockholders is computed by dividing net income attributable to common stockholders by the sum of the weightedaverage number of common shares and dilutive common share equivalents then outstanding using the treasury stock method. Common shareequivalents consist of the incremental common shares issuable upon the exercise of stock options, the vesting of restricted shares, andcontingently issuable shares related to performance-based awards.
We exclude outstanding stockoptions, stock awards and contingently issuable shares related to performance-based awards from the calculations if the effect would beanti-dilutive.
Prior to October 2024, there were
10
Forthe three months ended June 28, 2025,
Thetable below reflects the calculation of weighted-average shares outstanding for each period presented as well as the computation of basicand diluted net income per-share attributable to common stockholders.
| Three Months Ended | ||||||||
| June 28, 2025 | June 29, 2024 | |||||||
| Net income | $ | $ | ||||||
| Preferred stock dividends | ||||||||
| Net income attributable to common stockholders | $ | $ | ||||||
| Denominator: | ||||||||
| Denominator for basic net income per share attributable to common stockholders — weighted-average shares outstanding | ||||||||
| Effect of dilution due to contingently issuable shares related to performance-based awards | ||||||||
| Effect of dilution due to employee stock awards | ||||||||
| Denominator for diluted net income per share attributable to common stockholders — weighted-average shares outstanding | ||||||||
| Basic net income per share attributable to common stockholders | $ | $ | ||||||
| Diluted net income per share attributable to common stockholders | $ | $ | ||||||
6. Fair Value
Fairvalue 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 transactionbetween market participants at the measurement date (exit price). The FASB provides accounting rules that classify the inputs used tomeasure fair value into the following hierarchy:
| Level 1 – | Unadjusted quotedprices in active markets for identical assets or liabilities. |
| Level 2 – | Unadjusted quotedprices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilitiesin markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. |
| Level 3 – | Unobservable inputsfor the asset or liability. |
Financialassets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Asa result of the occurrence of triggering events such as purchase accounting for acquisitions, the Company measures certain assets andliabilities based on Level 3 inputs.
11
Financial Instruments
TheCompany’s financial instruments consist primarily of cash, accounts receivable, trade accounts payable, accrued expenses, short-termborrowings, long-term debt, and derivatives in the form of an interest rate swap and a cross currency swap.
Dueto their short-term nature, the carrying value of cash, accounts receivable, trade accounts payable, accrued expenses and short-termborrowings are a reasonable estimate of their fair value. Long-term assets held on our balance sheets related to benefit plan obligationsare measured at fair value.
Thefair value of the Company’s long-term fixed-rate debt, based on quoted market prices, was $
The fair value of the Interest Rate Swap (as defined in Note 13) wasa liability of $
The fair value of the Cross Currency Swap (as defined in Note 13) wasa liability of $
TheCompany does not believe it has significant concentrations of risk associated with the counterparties to its financial instruments.
7. Inventory
Themajor classes of inventories are summarized below:
| June 28, 2025 | March 29, 2025 | |||||||
| Raw materials and work in process | % | % | ||||||
| Finished goods and components | % | % | ||||||
| % | % | |||||||
12
8. Goodwill andIntangible Assets
Goodwill
Goodwillbalances, by segment, consist of the following:
| Aerospace/ Defense | Industrial | Total | ||||||||||
| March 29, 2025 | $ | $ | $ | |||||||||
| Currency translation adjustments | ||||||||||||
| June 28, 2025 | $ | $ | $ | |||||||||
IntangibleAssets
| June 28, 2025 | March 29, 2025 | |||||||||||||||||||
| Weighted | ||||||||||||||||||||
| Average Useful Lives (Years) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||
| Product approvals | $ | $ | $ | $ | ||||||||||||||||
| Customer relationships and lists | ||||||||||||||||||||
| Trade names | ||||||||||||||||||||
| Patents and trademarks | ||||||||||||||||||||
| Domain names | ||||||||||||||||||||
| Internal-use software | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Non-amortizable repair station certifications | ||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||
Amortizationexpense for definite-lived intangible assets during the three-month periods ended June 28, 2025 and June 29, 2024 was $
| Remainder of Fiscal 2026 | $ | |||
| Fiscal 2027 | ||||
| Fiscal 2028 | ||||
| Fiscal 2029 | ||||
| Fiscal 2030 | ||||
| Fiscal 2031 | ||||
| Fiscal 2032 and thereafter |
13
9. Accrued Expensesand Other Current Liabilities
Thesignificant components of accrued expenses and other current liabilities are as follows:
| June 28, 2025 | March 29, 2025 | |||||||
| Employee compensation and related benefits | $ | $ | ||||||
| Taxes | ||||||||
| Contract liabilities | ||||||||
| Accrued rebates | ||||||||
| Workers compensation and insurance | ||||||||
| Current finance lease liabilities | ||||||||
| Interest | ||||||||
| Legal | ||||||||
| Returns and warranties | ||||||||
| Other | ||||||||
| $ | $ | |||||||
10. Debt
Domestic CreditFacility
Infiscal 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 CreditAgreement provides the Company with (a) a $
TheTerm Loan matures in November 2026 and amortizes in quarterly installments with the balance payable on the maturity date. The Companycan elect to prepay some or all of the outstanding balance from time to time without penalty, which will offset future quarterly amortizationinstallments. Due to prepayments previously made, the required future principal payments on the Term Loan are $
14
TheCredit Agreement allows the Company to, among other things, make distributions to stockholders, repurchase its stock, incur other debtor liens, or acquire or dispose of assets provided that the Company complies with certain requirements and limitations of the CreditAgreement.
TheCompany’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Agreement, and the Company’sobligations and the domestic subsidiaries’ guaranty are secured by a pledge of substantially all of the assets of the Company andits domestic subsidiaries.
As of June 28, 2025, $
Senior Notes
In fiscal 2022, RBCA issued $
The Senior Notes were issued pursuant to an indenture with WilmingtonTrust, National Association, as trustee. This indenture contains covenants limiting the ability of the Company to (i) incur additionalindebtedness 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, leaseor 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.
TheSenior Notes are guaranteed jointly and severally on a senior unsecured basis by RBC Bearings and certain of RBCA’s existing andfuture wholly-owned domestic subsidiaries that also guarantee the Credit Agreement.
Intereston the Senior Notes accrues at a rate of
The Senior Notes will mature on
Foreign BorrowingArrangements
One of our foreign subsidiaries, Schaublin SA, has a CHF
In July 2024, Swiss Tool Systems, one of our foreign subsidiaries,purchased the building where it operates for CHF
15
The balances payableunder all our borrowing facilities are as follows:
| June 28, 2025 | March 29, 2025 | |||||||
| Revolving and term loan facilities | $ | $ | ||||||
| Senior notes | ||||||||
| Debt issuance costs | ( | ) | ( | ) | ||||
| Other | ||||||||
| Total debt | ||||||||
| Less: current portion | ||||||||
| Long-term debt | $ | $ | ||||||
11. Income Taxes
TheCompany 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 ending April 2, 2022, although certain tax credits generated in earlier years are open understatute from March 29, 2008. The Company is no longer subject to U.S. federal tax examination by the Internal Revenue Service for yearsending before April 2, 2022.
Theeffective income tax rates for the three-month periods ended June 28, 2025 and June 29, 2024, were
Theeffective income tax rate for the three-month period ended June 28, 2025 of
Global MinimumTax
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 theglobal minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of
One Big BeautifulBill Act
On July 4, 2025, President Donald Trump signed Public Law No: 119-21,The One Big Beautiful Bill Act, into law. The Company is currently reviewing the components of this act and evaluating its impact, whichcould be material, on the Company’s fiscal year 2026 consolidated financial statements and related disclosures.
16
12. ReportableSegments
TheCompany operates through
Aerospace/Defense.This segment represents the end markets for the Company’s highly engineered bearings and precision components used in commercialaerospace, defense aerospace, defense marine, defense ground vehicles, missiles and guided munitions, and space and satellite applications.We supply precision products for many of the commercial aircraft currently operating worldwide and are the primary bearing supplier formany of the aircraft OEMs’ product lines. Commercial and defense aerospace customers generally require precision products, oftenconstructed of special materials and made to unique designs and specifications. Many of our aerospace bearings and engineered componentproducts are designed and certified during the original development of the aircraft being served, which often makes us the primary bearingsupplier for the life of that aircraft.
Industrial.This segment represents the end markets for the Company’s highly engineered bearings and precision components used in variousindustrial applications including: construction, mining, forestry, energy, agricultural and other machinery; aggregate and cementhandling; food and beverage manufacturing; grain, and agricultural product handling; metals and mining material handling; chemicals,oil and gas production; warehousing and logistics; manufacturing automation and semiconductor equipment; power generation; waste andwater management; rail and transportation. Our products target market applications in which our engineering and manufacturingcapabilities provide us with a competitive advantage in the marketplace.
The Company’s chief operating decision maker (“CODM”)is the President and Chief Executive Officer. The CODM uses segment gross margin as the primary measurement of profitability. On a monthlybasis, the CODM considers budget-to-actual variances and historical trends for gross margin when making decisions about allocating capitalto segments.
Theaccounting policies of the reportable segments are the same as those described in Note 2. Segment performance is evaluated based on segmentnet sales and gross margin. Where not separately disclosed, corporate costs are allocated to each segment.
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| Three Months Ended | ||||||||
| June 28, 2025 | June 29, 2024 | |||||||
| Net External Sales: | ||||||||
| Aerospace/Defense | $ | $ | ||||||
| Industrial | ||||||||
| $ | $ | |||||||
| Cost of Sales: | ||||||||
| Aerospace/Defense | $ | $ | ||||||
| Industrial | ||||||||
| $ | $ | |||||||
| Gross Margin: | ||||||||
| Aerospace/Defense | $ | $ | ||||||
| Industrial | ||||||||
| $ | $ | |||||||
| Reconciliation of gross margin to income before income taxes: | ||||||||
| Selling, general and administrative | $ | ( | ) | $ | ( | ) | ||
| Other, net | ( | ) | ( | ) | ||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Other non-operating (expense)/income | ( | ) | ( | ) | ||||
| Income before income taxes | $ | $ | ||||||
| Capital Expenditures: | ||||||||
| Aerospace/Defense | $ | $ | ||||||
| Industrial | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
| Depreciation & Amortization: | ||||||||
| Aerospace/Defense | $ | $ | ||||||
| Industrial | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
| Geographic External Sales: | ||||||||
| Domestic | $ | $ | ||||||
| Foreign (1) | ||||||||
| $ | $ | |||||||
| June 28, 2025 | March 29, 2025 | |||||||
| Total Assets: | ||||||||
| Aerospace/Defense | $ | $ | ||||||
| Industrial | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
| Geographic Long-Lived Assets: | ||||||||
| Domestic | $ | $ | ||||||
| Foreign(2) | ||||||||
| $ | $ | |||||||
| (1) |
| (2) |
18
13. DerivativeFinancial Instruments
TheCompany is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in interestrates and foreign exchange rates. Derivative financial instruments are recognized on the consolidated balance sheets as either assetsor liabilities and are measured at fair value. Changes in the fair values of derivatives are recorded each period in earnings or accumulatedother comprehensive income/(loss), depending on whether a derivative is effective as part of a hedged transaction. Gains and losses onderivative instruments reported in accumulated other comprehensive income/(loss) are subsequently included in earnings in the periodsin which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes.
Infiscal 2023, the Company entered into a three-year U.S. dollar-denominated interest rate swap ( the “Interest Rate Swap”) with a third-party financial counterparty under the Credit Agreement (see Note 10). The Interest Rate Swap was executed to protectthe Company from interest rate volatility on our variable-rate Term Loan. The Interest Rate Swap became effective December 30, 2022and is comprised of a $
Year1: $
Year2: $
Year 3: $
The Interest Rate Swap has been designated as a cash flow hedge ofthe variability of the first unhedged interest payments (the hedged transactions) paid over the hedging relationship’s specifiedtime period of three years attributable to the borrowing’s contractually specified interest index on the hedged principal of itsgeneral borrowing program or replacement or refinancing thereof. The fair value of the Swap has been disclosed in Note 6. The accumulatedother comprehensive income derivative component balance, net of taxes, was a $
OnAugust 12, 2024, the Company entered into a three-year cross currency swap (the “Cross Currency Swap”) with a third-partyfinancial counterparty. The objective of the Cross Currency Swap is to economically hedge the Company’s net investment in its lower-tierEuropean subsidiary, Schaublin, against adverse changes in the Swiss franc/U.S. dollar exchange rate. The Cross Currency Swap is basedupon a net investment of CHF
14. SubsequentEvents
On July 18, 2025, we completed the previously-announced acquisitionof VACCO Industries from ESCO Technologies Inc. for $
VACCO,located in South El Monte, California, manufactures valves, manifolds, regulators, filters, and other precision components and subsystemsfor space and naval defense applications.
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Item 2. Management’sDiscussion and Analysis of Financial Condition and Results of Operations
All dollar amounts in thisMD&A presentation are stated in millions except for per share amounts.
Cautionary Statement as to Forward-LookingInformation
The objective of the discussionand analysis is to provide material information relevant to an assessment of the financial condition and results of operations of theCompany including an evaluation of the amounts and certainty of cash flows from operations and from outside sources.
The information in this discussioncontains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of theSecurities Exchange Act of 1934 which are subject to the “safe harbor” created by those sections. All statements, other thanstatements of historical facts, included in this quarterly report on Form 10-Q regarding our strategy, future operations, future financialposition, 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 toidentify forward-looking statements, although not all forward-looking statements contain these identifying words. We may notactually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place unduereliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions andexpectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks anduncertainties 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 ourprofitability or limit our ability to grow; (b) the loss of a major customer, or a material adverse change in a majorcustomer’s business, could result in a material reduction in our revenues, cash flows and profitability; (c) weakness in anyof the industries in which our customers operate, as well as the cyclical nature of our customers’ businesses generally, couldmaterially reduce our revenues, cash flows and profitability; (d) future reductions or changes in U.S. government spending couldnegatively affect our business; (e) fluctuating supply and costs of subcomponents, raw materials and energy resources, couldmaterially reduce our revenues, cash flows and profitability; (f) our results could be impacted by U.S. governmental trade policiesand tariffs relating to the components and supplies we import from foreign vendors and foreign governmental trade policies andtariffs relating to our finished goods exported to other countries; (g) some of our products are subject to certain approvals andgovernment regulations and the loss of such approvals, or our failure to comply with such regulations, could materially reduce ourrevenues, cash flows and profitability; (h) the retirement of commercial aircraft could reduce our revenues, cash flows andprofitability; (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 toproduction curtailments or shutdowns; (k) we may not be able to continue to make the acquisitions necessary for us to realize ourgrowth strategy; (l) businesses that we have acquired (such as Dodge or VACCO) or that we may acquire in the future may have liabilitiesthat are not known to us; (m) goodwill and indefinite-lived intangibles comprise a significant portion of our total assets, and ifwe determine that goodwill and indefinite-lived intangibles have become impaired in the future, our results of operations andfinancial condition in such years may be materially and adversely affected; (n) we depend heavily on our senior management and otherkey personnel, the loss of whom could materially affect our financial performance and prospects; (o) our international operationsare subject to risks inherent in such activities; (p) currency translation risks may have a material impact on our results ofoperations; (q) we may incur material losses for product liability and recall-related claims; (r) our intellectual property andproprietary information are valuable, and any inability to protect them could adversely affect our business and results ofoperations; in addition, we may be subject to infringement claims by third parties; (s) cancellation of orders in our backlog couldnegatively impact our revenues, cash flows and profitability; (t) our failure to maintain effective disclosure controls andprocedures and internal control over financial reporting could result in material misstatements in our financial statements and afailure to meet our reporting and financial obligations, each of which could have a material adverse effect on the Company’sfinancial condition and the trading price of our common stock; (u) risks associated with utilizing information technology systemscould adversely affect our operations; (v) our quarterly performance can be affected by the timing of government product inspectionsand approvals; (w) we incurred substantial debt in order to complete the Dodge and VACCO acquisitions, which could constrain ourbusiness and exposes us to the risk of defaults under our debt instruments; (x) increases in interest rates would increase the costof servicing the Term Loan and Revolving Credit Facility and could reduce our profitability; and (y) fluctuations in interest ratesand 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 our Annual Report. Ourforward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures orinvestments 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, includingour financial statements and the notes thereto, that appears elsewhere in this Quarterly Report.
20
Overview
We are a leading international manufacturer of highly engineered precisionbearings, components and essential systems for the aerospace, defense and industrial industries. Our precision solutions are integralto 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 bearing categories, we focus primarilyon the higher end of the bearing market where we believe our value-added manufacturing and engineering capabilities enable us to differentiateourselves from our competitors and enhance profitability. We believe our unique expertise has enabled us to garner leading positions inmany of the product markets in which we primarily compete. With 60 facilities in 11 countries, of which 42 are manufacturing facilities,we have been able to significantly broaden our end markets, products, customer base and geographic reach. We have a fiscal year consistingof 52 or 53 weeks, ending on the Saturday closest to March 31. Based on this policy, fiscal 2026 will have 52 weeks and fiscal 2025had 52 weeks. Both the first quarter of fiscal 2026 and the first quarter of fiscal 2025 had 13 weeks.
We currently operate under two reportable businesssegments – Aerospace/Defense and Industrial:
| ● | Aerospace/Defense. This segment represents theend markets for the Company’s highly engineered bearings and precision components used in commercial aerospace, defense aerospace,defense marine, defense ground vehicles, missiles and guided munitions, and space and satellite applications. |
| ● | Industrial. This segment represents the end markets for the Company’s highly engineeredbearings, gearing and precision components used in various industrial applications including: construction, mining, forestry, energy,agricultural and other machinery; aggregate and cement handling; food and beverage manufacturing; grain, and agricultural product handling;metals and mining material handling; chemicals, oil and gas production; warehousing and logistics; manufacturing automation and semiconductorequipment; power generation; waste and water management; rail and transportation. |
We use gross margin as theprimary measurement to assess the financial performance of each reportable segment. End market and channel sales within our segments arebased on internal definitions and metrics considered by management and are periodically reviewed and updated prospectively.
The markets for our productsare cyclical, and we have endeavored to mitigate this cyclicality by entering into single and sole-source relationships and long-termpurchase agreements, through diversification across multiple market segments within the Aerospace/Defense and Industrial segments, byincreasing sales to the aftermarket, and by focusing on developing highly customized solutions.
21
Currently, our strategy isbuilt around maintaining our role as a leading manufacturer of highly engineered bearings and precision components through the followingefforts:
| ● | Developing innovative solutions. By leveraging our design and manufacturing expertise andour 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 toaccess 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 replacementparts will further enhance the continuity and predictability of our revenues and enhance our profitability. Such sales include sales tothird party distributors, and sales to OEMs for replacement products and aftermarket services. We can further increase the percentageof our revenues derived from the replacement market by continuing to implement several initiatives. |
| ● | Pursuing selective acquisitions. The acquisition of businesses that complement or expandour operations has been and continues to be an important element of our business strategy. We believe that there will continue to be consolidationwithin the industry that may present us with acquisition opportunities. |
We have demonstrated expertise in acquiring and integrating bearingand precision engineered component manufacturers that have complementary products or distribution channels and have provided significantmargin enhancement. We have consistently increased the profitability of acquired businesses through a process of methods and systems improvementcoupled with the introduction of complementary and proprietary new products. Since 1992 we have completed 30 acquisitions, including VACCO,which we acquired on July 18, 2025. These acquisitions have broadened our end markets, products, customer base and geographic reach.
Outlook
Our net sales for the three-monthperiod ended June 28, 2025 increased 7.3% compared to the same period last fiscal year. The increase in net sales was a result of a 10.4%increase in our Aerospace/Defense segment and a 5.5% increase in our Industrial segment. Our backlog, as of June 28, 2025 was $1,017.3compared to $940.7 as of March 29, 2025.
We are continuing to see the expansion of the commercial aerospacebusiness, which experienced a 9.6% increase in net sales for the three-month period ended June 28, 2025 versus the same period last fiscalyear. We anticipate this growth to continue through the rest of the current fiscal year and beyond. Orders have continued to grow as evidencedby the increase in our backlog. Defense sales, which represented approximately 35.2% of segment sales during the quarter, were up 11.9%quarter over quarter. We expect this growth to continue throughout the current fiscal year and beyond as we are gearing up to fulfillthe substantial number of defense orders in our backlog. Our industrial business continued to demonstrate strength in distribution acrossseveral major end markets, notably including mining and metals, warehousing, and aggregates.
The Company expects net salesto be approximately $445.0 to $455.0 in the second quarter of fiscal 2026, an increase of 11.8% to 14.4% compared to the second quarterof fiscal 2025.
We believe that operating cash flows and available credit under theRevolving Credit Facility will provide adequate resources to fund internal growth initiatives for the foreseeable future, including atleast the next 12 months. As of June 28, 2025, we had cash of $132.9, of which approximately $28.0 was cash held by our foreign operations,although in July 2025 we used $75.0 of our domestic cash to fund a portion of the purchase price for VACCO.
22
Results of Operations
| Three Months Ended | ||||||||||||||||
| June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||
| Total net sales | $ | 436.0 | $ | 406.3 | $ | 29.7 | 7.3 | % | ||||||||
| Net income attributable to common stockholders | $ | 68.5 | $ | 55.7 | $ | 12.8 | 23.0 | % | ||||||||
| Net income per-share attributable to common stockholders: diluted | $ | 2.17 | $ | 1.90 | ||||||||||||
| Weighted average common shares: diluted | 31,553,214 | 29,294,998 | ||||||||||||||
Our net sales for the three-month period ended June 28, 2025 increased7.3% compared to the same period last fiscal year. Net sales in our Industrial segment increased 5.5% quarter over quarter against a strongquarter in the prior fiscal year. Aggregate and cement, and warehousing, parcel & baggage were very strong while semicon sales showedweakness compared to the prior year. Net sales in our Aerospace/Defense segment increased 10.4% quarter over quarter, led by Defense sales,which were up 11.9% compared to the same period in the prior fiscal year, driven by marine. Commercial OEM and the aftermarket sales increased9.6% compared to the same period in the prior fiscal year. The increase in commercial aerospace sales reflected growth in orders fromlarge OEMs as build rates escalated, as well as expansion in the aftermarket.
Net income attributable to common stockholders for the first quarterof fiscal 2026 was $68.5 compared to $55.7 for the same period last fiscal year.
Gross Margin
| Three Months Ended | ||||||||||||||||
| June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||
| Gross Margin | $ | 195.2 | $ | 184.0 | $ | 11.2 | 6.1 | % | ||||||||
| % of net sales | 44.8 | % | 45.3 | % | ||||||||||||
Gross margin remained strong at 44.8% of net sales for the first quarterof fiscal 2026 compared to 45.3% for the first quarter of fiscal 2025. Gross margin in fiscal 2026 was impacted by $2.9 in restructuringcosts related to inventory rationalization efforts at one of our manufacturing plants.
Selling, General and Administrative
| Three Months Ended | ||||||||||||||||
| June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||
| SG&A | $ | 73.9 | $ | 67.6 | $ | 6.3 | 9.3 | % | ||||||||
| % of net sales | 16.9 | % | 16.6 | % | ||||||||||||
SG&A for the first quarter of fiscal 2026 was $73.9, or 16.9% ofnet sales, as compared to $67.6, or 16.6% of net sales, for the same period of fiscal 2025. The increase in SG&A was primarily drivenby increased personnel costs and IT costs.
23
Other, Net
| Three Months Ended | ||||||||||||||||
| June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||
| Other, net | $ | 20.2 | $ | 18.9 | $ | 1.3 | 6.9 | % | ||||||||
| % of net sales | 4.6 | % | 4.7 | % | ||||||||||||
Other operating expenses forthe first quarter of fiscal 2026 totaled $20.2 compared to $18.9 for the same period last fiscal year. For the first quarter of fiscal2026, other operating expenses included $17.9 of amortization of intangible assets, $1.2 of restructuring costs, $0.1 of acquisition costsand $1.0 of other expense items. For the first quarter of fiscal 2025, other operating expenses included $17.8 of amortization of intangibleassets and $1.1 of other items.
Interest Expense, Net
| Three Months Ended | ||||||||||||||||
| June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||
| Interest expense, net | $ | 12.2 | $ | 17.2 | $ | (5.0 | ) | (29.1 | )% | |||||||
| % of net sales | 2.8 | % | 4.2 | % | ||||||||||||
Interest expense, net, consists of interest charged on the Company’sdebt agreements and amortization of deferred financing fees, offset by interest income (see “Liquidity and Capital Resources”below). Interest expense, net, was $12.2 for the first quarter of fiscal 2026 compared to $17.2 for the same period last fiscal year.The decrease in interest expense between the periods was due to the debt reduction efforts, as well as the Cross Currency Swap, whichhas enabled us to better manage interest costs.
Other Non-Operating Expense
| Three Months Ended | ||||||||||||||||
| June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||
| Other non-operating expense | $ | 1.2 | $ | 0.4 | $ | 0.8 | 200.0 | % | ||||||||
| % of net sales | 0.3 | % | 0.1 | % | ||||||||||||
Other non-operating expenses were $1.2 for the first quarter of fiscal2026 compared to $0.4 for the same period in the prior fiscal year and consisted primarily of post-retirement benefit costs and foreignexchange gains and losses.
Income Taxes
| Three Months Ended | ||||||||
| June 28, 2025 | June 29, 2024 | |||||||
| Income tax expense | $ | 19.2 | $ | 18.5 | ||||
| Effective tax rate | 21.9 | % | 23.1 | % | ||||
24
Income tax expense for the three-month period ended June 28, 2025 was$19.2 compared to $18.5 for the three-month period ended June 29, 2024. Our effective income tax rate for the three-month period endedJune 28, 2025 was 21.9% compared to 23.1% for the three-month period ended June 29, 2024. The effective income tax rate for the three-monthperiod ended June 28, 2025 of 21.9% included $2.3 of tax benefits associated with stock-based compensation partially offset by $1.3 ofother items. The effective income tax rate without discrete items for the three-month period ended June 28, 2025 would have been 23.1%.The effective income tax rate for the three-month period ended June 29, 2024 of 23.1% included $0.6 of discrete tax benefits associatedwith stock-based compensation. The effective income tax rate without discrete items for the three-month period ended June 29, 2024 wouldhave been 23.8%.
Segment Information
We report our financialresults under two operating segments: Aerospace/Defense and Industrial. The CODM uses gross margin as the primary measurement toassess the financial performance of each reportable segment. End market and channel sales within our segments are based on internaldefinitions and metrics considered by management and are periodically reviewed and updated prospectively. For the first quarter of fiscalyear 2025, we estimate approximately $2.0 of sales classified as Industrial would now be classified as Aerospace/Defense. The first quarterof fiscal year 2025 was not recast to reflect this change.
Aerospace/Defense Segment
| Three Months Ended | ||||||||||||||||
| June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||
| Total net sales | $ | 164.6 | $ | 149.1 | $ | 15.5 | 10.4 | % | ||||||||
| Gross margin | $ | 70.2 | $ | 63.1 | $ | 7.1 | 11.3 | % | ||||||||
| % of segment net sales | 42.6 | % | 42.3 | % | ||||||||||||
| SG&A | $ | 12.0 | $ | 10.3 | $ | 1.7 | 16.5 | % | ||||||||
| % of segment net sales | 7.3 | % | 6.9 | % | ||||||||||||
Net sales increased $15.5, or 10.4%, for the three months ended June28, 2025 compared to the same period last fiscal year. Our commercial aerospace markets, which consisted of $83.6 of OEM sales and $23.0of distribution and aftermarket sales, increased by 9.6% compared to fiscal 2025 when OEM net sales were $78.5 and distribution and aftermarketnet sales were $18.8. The OEM markets have continued to improve as build rates have steadily increased over the last several months. Wehave also been expanding our footprint in the aftermarket as air travel has continued to increase year over year. Our defense markets,which consisted of $40.6 of OEM and $17.4 of distribution and aftermarket, increased by 11.9% compared to fiscal 2025 when OEM net saleswere $40.2 and distribution and aftermarket net sales were $11.6. The increase in defense sales was driven by marine and missiles andreflects continued growth in demand which is evident by our growing backlog.
Gross margin as a percentageof segment net sales was 42.6% for the first quarter of fiscal 2026 compared to 42.3% for the same period last fiscal year. The increasein gross margin as a percentage of net sales was primarily driven by efficiencies achieved at the plants in part due to increased salesvolumes and favorable product mix. This margin profile is expected to continue as the commercial aerospace industry continues to expandand we continue to enhance our manufacturing processes.
25
Industrial Segment
| Three Months Ended | ||||||||||||||||
| June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||
| Total net sales | $ | 271.4 | $ | 257.2 | $ | 14.2 | 5.5 | % | ||||||||
| Gross margin | $ | 125.0 | $ | 120.9 | $ | 4.1 | 3.4 | % | ||||||||
| % of segment net sales | 46.1 | % | 47.0 | % | ||||||||||||
| SG&A | $ | 34.6 | $ | 34.1 | $ | 0.5 | 1.5 | % | ||||||||
| % of segment net sales | 12.7 | % | 13.3 | % | ||||||||||||
Net sales increased $14.2, or 5.5%, for the three months ended June28, 2025 compared to the same period last fiscal year. We saw improvements in nearly all of our end markets, including mining and metals,warehousing and food and beverage, partially offset by softness in semicon. Industrial OEM sales were $78.5 and $81.8 for the three monthperiods ended June 28, 2025 and June 29, 2024, respectively. Industrial sales to distribution and the aftermarket were $192.9 and $175.4for the three month periods ended June 28, 2025 and June 29, 2024, respectively.
Gross margin for the three months ended June 28, 2025 was 46.1% ofnet sales, compared to 47.0% in the comparable period in fiscal 2025. Gross margin in fiscal 2026 was impacted by $2.9 in restructuringcosts related to inventory rationalization efforts at one of our manufacturing plants.
Corporate
| Three Months Ended | ||||||||||||||||
| June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||
| SG&A | $ | 27.3 | $ | 23.2 | $ | 4.1 | 17.7 | % | ||||||||
| % of total net sales | 6.3 | % | 5.7 | % | ||||||||||||
Corporate SG&A was $27.3, or 6.3% of net sales, for the first quarterof fiscal 2026 compared to $23.2, or 5.7% of net sales, for the same period last fiscal year. The quarter over quarter increase was primarilydue to an increase in personnel 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 expenditureand 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 provideadequate resources to fund internal growth initiatives for at least the next 12 months.
Our ability to meet future working capital, capital expenditure anddebt service requirements will depend on our future financial performance, which could be affected by a range of economic, competitiveand business factors, many of which are outside of our control. These include interest rates, cyclical changes in our end markets, theimposition of trade tariffs, increased prices for steel and other supplies, and our ability to pass through tariffs and price increaseson a timely basis. In addition, future acquisitions could have a significant impact on our liquidity position and our need for additionalfunds.
26
From time to time, we evaluateour existing facilities and operations and their strategic importance to us. If we determine that a given facility or operation does nothave future strategic importance, we may sell, relocate, consolidate or otherwise dispose of that facility or operations. Although webelieve our operations would not be materially impaired by such dispositions, relocations or consolidations, we could incur significantcash or non-cash charges in connection with them.
Liquidity
As of June 28, 2025, we had cash of $132.9, of which approximately$28.0 was cash held by our foreign operations, although in July we used $75.0 of our domestic cash to fund a portion of the purchase priceof VACCO. We expect that our undistributed foreign earnings will be re-invested indefinitely for working capital, internal growth, andacquisitions for and by our foreign subsidiaries, with the exception of our Canadian operations as there are no current plans to expand the sales operations within that jurisdiction. As discussed in further detail below, we also have the ability to borrow money fromour existing credit facilities.
Domestic Credit Facility
The Credit Agreement, whichwas 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 purchaseprice for the acquisition of Dodge and to pay related fees and expenses, and (b) the $500.0 Revolving Credit Facility. Debt issuancecosts 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 ateither, at the Company’s option, (a) a base rate determined by reference to the higher of (i) Wells Fargo’s prime lendingrate, (ii) the federal funds effective rate plus 0.50% and (iii) Term SOFR plus 1.00% or (b) Term SOFR plus a credit spread adjustmentof 0.10% plus a margin ranging from 0.75% to 2.00% depending on the Company’s consolidated ratio of total net debt to consolidatedEBITDA. The Facilities are subject to a SOFR floor of 0.00%. As of June 28, 2025, 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-rateinterest swap.
The Term Loan matures in November2026 and amortizes in quarterly installments with the balance payable on the maturity date. The Company can elect to prepay some or allof the outstanding balance from time to time without penalty, which will offset future quarterly amortization installments. Due to prepaymentspreviously made, the required future principal payments on the Term Loan are $0 for fiscal 2026, and $413.0 for fiscal 2027.The Revolving Credit Facility expires in November 2026, at which time all amounts outstanding under the Revolving Credit Facility willbe payable.
The Credit Agreement requiresthe Company to comply with various covenants, including the following financial covenants: (a) a maximum Total Net Leverage Ratio (asdefined within the Credit Agreement) of 5.00:1.00, which maximum Total Net Leverage Ratio shall decrease during certain subsequent testperiods as set forth in the Credit Agreement (provided that, no more than once during the term of the Facilities, such maximum ratio applicableat such time may be increased by the Company by 0.50:1.00 for a period of twelve (12) months after the consummation of a material acquisition);and (b) a minimum Interest Coverage Ratio of 2.00:1.00. As of June 28, 2025, the Company was in compliance with all debt covenants.
The Credit Agreement allowsthe Company to, among other things, make distributions to stockholders, repurchase its stock, incur other debt or liens, or acquire ordispose of assets provided that the Company complies with certain requirements and limitations of the Credit Agreement.
The Company’s domesticsubsidiaries have guaranteed the Company’s obligations under the Credit Agreement, and the Company’s obligations and the domesticsubsidiaries’ guaranty are secured by a pledge of substantially all of the assets of the Company and its domestic subsidiaries.
As of June 28, 2025, $413.0 was outstanding under the Term Loanand $3.7 of the Revolving Credit Facility was being utilized to provide letters of credit to secure the Company’s obligationsrelating to certain insurance programs. The Company had the ability to borrow an additional $496.3 under the Revolving Credit Facilityas of June 28, 2025. Following the $200.0 draw on the Revolving Credit Facility on July 18, 2025 to fund a portion of the purchase pricefor VACCO, there was $296.3 of undrawn capacity under the Revolving Credit Facility.
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Senior Notes
In fiscal 2022, RBCA issued $500.0 aggregate principal amount of theSenior 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 an indenture with WilmingtonTrust, National Association, as trustee. This indenture contains covenants limiting the ability of the Company to (i) incur additionalindebtedness 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, leaseor 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 guaranteedjointly and severally on a senior unsecured basis by RBC Bearings and certain of RBCA’s existing and future wholly-owned domesticsubsidiaries that also guarantee the Credit Agreement.
Interest on the Senior Notesaccrues 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 redeemsome or all of the Senior Notes at any time at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, ifany, 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 repurchase the Senior Notes.
Foreign Borrowing Arrangements
The Foreign Credit Line provides Schaublin SA with a CHF 5.0 (approximately$6.1 USD) credit line to provide future working capital, if necessary. As of June 28, 2025, $0.1 was being utilized to provide abank 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, 2.9% fixed-rate mortgage on thebuilding for CHF 4.0 (approximately $4.5 USD).
Interest Rate Swap
The Company is exposed tomarket 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 InterestRate Swap became effective December 30, 2022 and is comprised of a $600.0 notional with a maturity of three years. The notional was $100.0as of June 28, 2025. We receive a variable rate based on one-month Term SOFR and pay a fixed rate of 4.455%. The notional on the InterestRate Swap amortizes as follows:
Year 1: $600.0
Year 2: $400.0
Year 3: $100.0
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The Interest Rate Swap hasbeen designated as a cash flow hedge of the variability of the first unhedged interest payments (the hedged transactions) paid over thehedging relationship’s specified time period of three years attributable to the borrowing’s contractually specified interestindex on the hedged principal of its general borrowing program or replacement or refinancing thereof.
Cross Currency Swap
The Company is exposed toforeign exchange rate fluctuations as some of our subsidiaries operate in various countries.
On August 12, 2024, the Companyentered into the Cross Currency Swap with a third-party financial counterparty. The objective of the Cross Currency Swap is to economicallyhedge 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-yearmaturity 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 notionalamount. At maturity, RBC will net-settle the principal of the Cross Currency Swap in cash with the counterparty. The Cross Currency Swaphas 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 sharesof MCPS to which we paid a quarterly dividend aggregating $5.75, but on that date each then-outstanding share of the MCPS converted into0.4413 shares of common stock, resulting in the retirement of the MCPS and the issuance of 2,029,955 shares of common stock. Because theMCPS 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
Three-month Period Ended June 28, 2025 Comparedto the Three-month Period Ended June 29, 2024
The following table summarizes our cashflow activities:
| Three Months Ended | ||||||||||||
| June 28, 2025 | June 29, 2024 | $ Change | ||||||||||
| Net cash provided by/(used in): | ||||||||||||
| Operating activities | $ | 120.0 | $ | 97.4 | $ | 22.6 | ||||||
| Investing activities | (15.7 | ) | (9.0 | ) | (6.7 | ) | ||||||
| Financing activities | (7.9 | ) | (74.7 | ) | 66.8 | |||||||
| Effect of exchange rate changes on cash | (0.3 | ) | (0.4 | ) | 0.1 | |||||||
| Increase/(decrease) in cash | $ | 96.1 | $ | 13.3 | $ | 82.8 | ||||||
During the first three months of fiscal 2026, we generated cash of$120.0 from operating activities compared to $97.4 during the same period of fiscal 2025. The increase of $22.6 was the result of an increasein net income of $7.1, a favorable change in operating assets and liabilities of $12.9 and a favorable impact of non-cash activity of$2.6. The favorable change in operating assets and liabilities is detailed in the table below. The change in non-cash activity was drivenby $0.1 more stock-based compensation, $0.2 more amortization of deferred financing costs and $3.8 more restructuring costs, offset by$0.4 less in depreciation and amortization, $0.5 less deferred taxes and a $0.6 gain on asset dispositions.
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The following table summarizesthe impact on cash flow from operating assets and liabilities for the first quarter of fiscal 2026 versus the first quarter of fiscal2025.
| Three Months Ended | ||||||||||||
| June 28, 2025 | June 29, 2024 | $ Change | ||||||||||
| Cash provided by/(used in): | ||||||||||||
| Accounts receivable | $ | 17.7 | $ | 0.5 | $ | 17.2 | ||||||
| Inventory | (22.8 | ) | (12.1 | ) | (10.7 | ) | ||||||
| Prepaid expenses and other current assets | (1.7 | ) | (3.8 | ) | 2.1 | |||||||
| Other noncurrent assets | (2.2 | ) | (0.6 | ) | (1.6 | ) | ||||||
| Accounts payable | 1.9 | 11.3 | (9.4 | ) | ||||||||
| Accrued expenses and other current liabilities | 25.5 | 23.9 | 1.6 | |||||||||
| Other noncurrent liabilities | (4.2 | ) | (17.9 | ) | 13.7 | |||||||
| Total change in operating assets and liabilities: | $ | 14.2 | $ | 1.3 | $ | 12.9 | ||||||
During the first three monthsof fiscal 2026, we used $15.7 for investing activities as compared to $9.0 used in the first three months of fiscal 2025. This increasein cash used was attributable to a $6.7 increase in capital expenditures.
During the first three months of fiscal 2026, we used cash of $7.9for financing activities compared to $74.7 in the first three months of fiscal 2025. This decrease in cash used was primarily attributableto $60.0 less payments made on the Term Loan, $5.7 less in preferred stock dividends paid and $10.3 more in exercises of stock-based awardspartially offset by $5.0 more repayments of revolving credit facilities, $4.1 more repurchases of common stock and $0.1 more payments on finance lease obligations.
Capital Expenditures
Our capital expenditures were$15.7 for the three-month period ended June 28, 2025 compared to $9.0 for the three-month period ended June 29, 2024. We expect capital expenditures for fiscal 2026 will be between 3.0% to 3.5% of ournet sales for the fiscal year. We expectto fund these capital expenditures principally through existing cash and internally generated funds. We may also make substantial additionalcapital expenditures in connection with acquisitions.
Obligations and Commitments
The Company’s fixed contractual obligations and commitments areprimarily comprised of the Credit Agreement and the Senior Notes. We also have lease obligations which are materially consistent withwhat we disclosed in our Annual Report.
Other Matters
Critical Accounting Policies and Estimates
Preparation of our financial statements requires management to makeestimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We believe the most complexand sensitive judgments, because of their significance to the consolidated financial statements, result primarily from the need to makeestimates about the effects of matters that are inherently uncertain. Management’s Discussion and Analysis of Financial Conditionand Results of Operations and the Notes to the Consolidated Financial Statements in our Annual Report describe the significant accountingestimates and policies used in preparation of our consolidated financial statements. Actual results in these areas could differ from management’sestimates. There were no significant changes in our critical accounting estimates during the first quarter of fiscal 2026.
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Off-Balance Sheet Arrangements
The Company has $3.7 of outstandingstandby letters of credit, all of which are under the Revolving Credit Facility.
Item 3. Quantitative and QualitativeDisclosures About Market Risk
We are exposed to market risksthat arise during the normal course of business from changes in interest rates and foreign currency exchange rates.
Interest Rates. Wecurrently have variable rate debt outstanding under the Term Loan. We regularly evaluate the impact of interest rate changes on our netincome and cash flow and take action to limit our exposure when appropriate. As discussed in Note 13 in Part I, Item I 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. As of June28, 2025, approximately 66% of our debt bears interest at a fixed rate, after giving effect to the interest rate swap agreement in place.
Foreign Currency ExchangeRates. Our operations in the following countries utilize the following currencies as their functional currency:
| ● | 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 | |||
Asa result, we are exposed to risk associated with fluctuating currency exchange rates between the U.S. dollar and these currencies. Foreigncurrency transaction gains and losses are included in earnings. Approximately 11% of our net sales were impacted by foreign currencyfluctuations for both the three-month period ended June 28, 2025 and the three-month period ended June 29, 2024. For those countriesoutside the U.S. where we have sales, a strengthening in the U.S. dollar or devaluation in the local currency would reduce the valueof our local inventory as presented in our consolidated financial statements. In addition, a stronger U.S. dollar or a weaker local currencywould result in reduced net sales, operating profit and shareholders’ equity due to the impact of foreign exchange translation on ourconsolidated financial statements. Fluctuations in foreign currency exchange rates may make our products more expensive for others topurchase or increase our operating costs, affecting our competitiveness and our profitability.
Changes in exchange ratesbetween the U.S. dollar and other currencies and volatile economic, political and market conditions in emerging market countries havein the past adversely affected our financial performance and may in the future adversely affect the value of our assets located outsidethe United States, our gross profit and our results of operations.
We periodically enter intoderivative financial instruments in the form of forward exchange contracts to reduce the effect of fluctuations in exchange rates on certainthird-party sales transactions denominated in non-functional currencies. As of June 28, 2025, the Company had a cross currency swap, whichis 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 participationof 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 June 28,2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 28, 2025, ourdisclosure controls and procedures were (1) designed to ensure that information relating to our Company required to be disclosed by usin the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported to our Chief Executive Officerand Chief Financial Officer within the time periods specified in the rules and forms of the SEC, and (2) effective, in that they providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles.
Changes in Internal Controlover Financial Reporting
No change in our internalcontrol over financial reporting occurred during the three-month period ended June 28, 2025 that has materially affected, or is reasonablylikely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the ExchangeAct).
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
No legal proceeding becamea reportable event during the quarter and there were no material developments during the quarter with respect to any legal proceedingspreviously disclosed.
Item 1A. Risk Factors
There have been no materialchanges to our risk factors and uncertainties since the filing of our Annual Report with the SEC on May 16, 2025. For a discussion ofthe risk factors, refer to Part I, Item 2, “Cautionary Statement as to Forward-Looking Information” contained in this quarterlyreport and Part I, Item 1A, “Risk Factors,” contained in our Annual Report.
Item 2. Unregistered Salesof Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
During the first quarter offiscal 2026, we did not issue any common stock that was not registered under the Securities Act of 1933.
Use of Proceeds
Not applicable.
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Issuer Purchases of Equity Securities
Our repurchases of shares of our common stock for the three months ended June 28, 2025 are as follows:
| Period | Total number of shares purchased(1) | Average price paid per-share(2) | Number of shares purchased as part of the publicly announced program(3) | Approximate dollar value of shares still available to be purchased under the program (in millions)(3) | ||||||||||||
| 03/30/2025 – 04/26/2025 | 62 | $ | 314.03 | — | $ | 100.0 | ||||||||||
| 04/27/2025 – 05/24/2025 | 3,524 | 359.77 | — | 100.0 | ||||||||||||
| 05/25/2025 – 06/28/2025 | 29,695 | 366.45 | — | $ | 100.0 | |||||||||||
| Total | 33,281 | $ | 365.64 | — | ||||||||||||
| (1) | Consists of shares of RBC stock repurchased from employees upon the award or vesting of those shares in order to fund the employees’ tax withholding obligation. These repurchased shares were never in the open market. |
| (2) | The closing price for our stock on the trading day immediately preceding the stock award or vesting date. |
| (3) | In 2019, our Board of Directors authorized us to repurchase up to $100.0 of our common stock from timeto time in the open market in compliance with SEC Rule 10b-18 depending on market conditions, alternative uses of capital, and other relevantfactors. Purchases may be commenced, suspended, or discontinued at any time without prior notice. The repurchase plan does not have anexpiration date. As of June 28, 2025, the Company has not repurchased any shares pursuant to this program. |
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| Exhibit Number | Exhibit Description | |
| 31.01 | Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a). | |
| 31.02 | Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a). | |
| 32.01 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).* | |
| 32.02 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).* | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. |
| * | 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 of1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Quarterly Reporton Form 10-Q), irrespective of any general incorporation language contained in such filing. |
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SIGNATURES
Pursuant to the requirementsof the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereuntoduly authorized.
| RBC Bearings Incorporated | ||
| (Registrant) | ||
| By: | /s/ Michael J. Hartnett | |
| Name: Michael J. Hartnett | ||
| Title: Chief Executive Officer | ||
| Date: August 1, 2025 | ||
| By: | /s/ Robert M. Sullivan | |
| Name: Robert M. Sullivan | ||
| Title: Chief Financial Officer | ||
| Date: August 1, 2025 | ||
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Exhibit 31.01
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEYACT OF 2002
I, Michael J. Hartnett, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q ofRBC Bearings Incorporated; |
| 2. | Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsiblefor establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in whichthis report is being prepared; |
| b) | designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles; and |
| c) | evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation; and |
| d) | disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committeeof the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves managementor other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 1, 2025 | By: | /s/ Michael J. Hartnett |
| Michael J. Hartnett | ||
| President and Chief Executive Officer |
Exhibit 31.02
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEYACT OF 2002
I, Robert M. Sullivan, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of RBCBearings Incorporated; |
| 2. | Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsiblefor establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in whichthis report is being prepared; |
| b) | designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles; and |
| c) | evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation; and |
| d) | disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committeeof the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves managementor other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 1, 2025 | By: | /s/ Robert M. Sullivan |
| Robert M. Sullivan | ||
| Vice President and Chief Financial Officer |
Exhibit 32.01
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C SECTION 1350
The undersigned, Michael J. Hartnett, the Presidentand Chief Executive Officer of RBC Bearings Incorporated (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifiesthat:
| (i) | the Quarterly Report on Form 10-Q for the period endedJune 28, 2025 of the Company (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) ofthe Securities Exchange Act of 1934; and |
| (ii) | the information contained in the Report fairly presents,in all material respects, the financial condition and results of operations of the Company. |
Date: August 1, 2025
| /s/ Michael J. Hartnett | |
| Michael J. Hartnett | |
| President and Chief Executive Officer |
Exhibit 32.02
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350
The undersigned, Robert M. Sullivan, Chief FinancialOfficer, of RBC Bearings Incorporated (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies:
| (i) | the Quarterly Report on Form 10-Q for the period endedJune 28, 2025 of the Company (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) ofthe Securities Exchange Act of 1934; and |
| (ii) | the information contained in the Report fairly presents,in all material respects, the financial condition and results of operations of the Company. |
Dated: August 1, 2025
| /s/ Robert M. Sullivan | |
| Robert M. Sullivan | |
| Vice President and Chief Financial Officer |