RBC Bearings INC: Form 10-Q for the period ended Dec 28, 2024

All dollar amounts in this MD&A presentation are stated in millions except for per share amounts.

Cautionary Statement as to Forward-Looking Information

The objective of the discussion and analysis is to provide material information relevant to an assessment of the financial condition and results of operations of the Company including an evaluation of the amounts and certainty of cash flows from operations and from outside sources.

The information in this discussion contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts, included in this quarterly report on Form 10-Q regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are “forward-looking statements” as the term is defined in the Private Securities Litigation Reform Act of 1995.

The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation: (a) the bearing and engineered products industries are highly competitive, and this competition could reduce our profitability or limit our ability to grow; (b) the loss of a major customer, or a material adverse change in a major customer’s business, could result in a material reduction in our revenues, cash flows and profitability; (c) weakness in any of the industries in which our customers operate, as well as the cyclical nature of our customers' businesses generally, could materially reduce our revenues, cash flows and profitability; (d) future reductions or changes in U.S. government spending could negatively affect our business; (e) fluctuating supply and costs of subcomponents, raw materials and energy resources, or the imposition of import tariffs, could materially reduce our revenues, cash flows and profitability; (f) our results could be impacted by governmental trade policies and tariffs relating to our supplies imported from foreign vendors or our finished goods exported to other countries; (g) some of our products are subject to certain approvals and government regulations and the loss of such approvals, or our failure to comply with such regulations, could materially reduce our revenues, cash flows and profitability; (h) the retirement of commercial aircraft could reduce our revenues, cash flows and profitability; (i) work stoppages and other labor problems could materially reduce our ability to operate our business; (j) unexpected equipment failures, catastrophic events or capacity constraints could increase our costs and reduce our sales due to production curtailments or shutdowns; (k) we may not be able to continue to make the acquisitions necessary for us to realize our growth strategy; (l) businesses that we have acquired (such as Dodge) or that we may acquire in the future may have liabilities that are not known to us; (m) goodwill and indefinite-lived intangibles comprise a significant portion of our total assets, and if we determine that goodwill and indefinite-lived intangibles have become impaired in the future, our results of operations and financial condition in such years may be materially and adversely affected; (n) we depend heavily on our senior management and other key personnel, the loss of whom could materially affect our financial performance and prospects; (o) our international operations are subject to risks inherent in such activities; (p) currency translation risks may have a material impact on our results of operations; (q) we may incur material losses for product liability and recall-related claims; (r) our intellectual property and proprietary information are valuable, and any inability to protect them could adversely affect our business and results of operations; in addition, we may be subject to infringement claims by third parties; (s) cancellation of orders in our backlog could negatively impact our revenues, cash flows and profitability; (t) our failure to maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on the Company’s financial condition and the trading price of our common stock; (u) risks associated with utilizing information technology systems could adversely affect our operations; (v) our quarterly performance can be affected by the timing of government product inspections and approvals; (w) we incurred substantial debt in order to complete the Dodge acquisition, which could constrain our business and exposes us to the risk of defaults under our debt instruments; (x) increases in interest rates would increase the cost of servicing the Term Loan and could reduce our profitability; and (y) fluctuations in interest rates and foreign exchange rates could impact future earnings and cash flows related to our Interest Rate Swap and Cross Currency Swap. Additional information regarding these and other risks and uncertainties is contained in our periodic filings with the SEC, including, without limitation, the risks identified under the heading “Risk Factors” set forth in Item 1A of Part I of our Annual Report. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. We do not intend, and undertake no obligation, to update or alter any forward-looking statement. The following section is qualified in its entirety by the more detailed information, including our financial statements and the notes thereto, that appears elsewhere in this Quarterly Report.

Overview

We are a leading international manufacturer of highly engineered precision bearings, components and essential systems for the industrial, aerospace and defense industries. Our precision solutions are integral to the manufacture and operation of most machines and mechanical systems, reduce wear to moving parts, facilitate proper power transmission, and reduce damage and energy loss caused by friction. While we manufacture products in all major bearings categories, we focus primarily on the higher end of the bearing and engineered component markets where we believe our value-added manufacturing and engineering capabilities enable us to differentiate ourselves from our competitors and enhance profitability. We believe our expertise has enabled us to garner leading positions in many of the product markets in which we primarily compete. With 53 facilities in 11 countries, of which 38 are manufacturing facilities, we have been able to significantly broaden our end markets, products, customer base and geographic reach.

Our chief operating decision maker (CODM) makes operating decisions, assesses the performance of the business, and allocates resources under two reportable business segments – Aerospace/Defense and Industrial:

• Aerospace/Defense. This segment represents the end markets for the Company’s highly engineered bearings and precision components used in commercial aerospace, defense aerospace, and marine and ground defense applications.
• Industrial. This segment represents the end markets for the Company’s highly engineered bearings, gearings and precision components used in various industrial applications including: power transmission; construction, mining, energy and specialized equipment manufacturing; semiconductor production equipment manufacturing; agricultural machinery, commercial truck and automotive manufacturing; and tool holding.

The markets for our products are cyclical, and we have endeavored to mitigate this cyclicality by entering into single and sole-source relationships and long-term purchase agreements, through diversification across multiple market segments within the Aerospace/Defense and Industrial segments, by increasing sales to the aftermarket, and by focusing on developing highly customized solutions.

Currently, our strategy is built around maintaining our role as a leading manufacturer of highly engineered bearings and precision components through the following efforts:

• Developing innovative solutions. By leveraging our design and manufacturing expertise and our extensive customer relationships, we continue to develop new products for markets in which there are substantial growth opportunities.
• Expanding customer base and penetrating end markets. We continually seek opportunities to access new customers, geographic locations and bearing platforms with existing products or profitable new product opportunities.
• Increasing aftermarket sales. We believe that increasing our aftermarket sales of replacement parts will further enhance the continuity and predictability of our revenues and enhance our profitability. Such sales include sales to third party distributors and sales to OEMs for replacement products and aftermarket services. The acquisition of Dodge has had a profound impact on our sales volumes to distributors and other aftermarket customers. We will further increase the percentage of our revenues derived from the replacement market by continuing to implement several initiatives.
• Pursuing selective acquisitions. The acquisition of businesses that complement or expand our operations has been and continues to be an important element of our business strategy. We believe that there will continue to be consolidation within the industry that may present us with acquisition opportunities.

Outlook

Our net sales for the three-month period ended December 28, 2024 increased 5.5% compared to the same period last fiscal year. The increase in net sales was a result of a 10.7% increase in our Aerospace/Defense segment and 2.7% increase in our Industrial segment. Our backlog, as of December 28, 2024 was $896.5 compared to $821.5 as of March 30, 2024.

We are continuing to see the expansion of our commercial aerospace business, which experienced a 14.6% increase in net sales for the three-month period ended December 28, 2024 versus the same period last fiscal year. We anticipate growth in these markets to continue through the rest of the current fiscal year and beyond. Orders have continued to grow as evidenced by our backlog. Defense net sales, which represented approximately 30.9% of segment net sales during the quarter, were up 3.0% quarter over quarter. We expect this growth to continue throughout the current fiscal year and beyond as we are gearing up to fulfill the substantial number of defense orders in our backlog. Net sales in our Industrial segment have increased 2.7% compared to the comparable period in the prior year and our margins have continued to improve driven by continuous operational improvements and product mix.

The Company expects net sales to be approximately $434.0 to $444.0 in the fourth quarter of fiscal 2025, an increase of 4.9% to 7.3% compared to the fourth quarter of 2024.

We believe that operating cash flows and available credit under the Revolving Credit Facility will provide adequate resources to fund internal growth initiatives for at least the next 12 months. As of December 28, 2024, we had cash and cash equivalents of $60.6, of which approximately $22.4 was cash held by our foreign subsidiaries. We paid down $100.0 of the Term Loan during the third quarter of fiscal 2025.

Results of Operations

Our net sales for the three-month period ended December 28, 2024 increased 5.5% compared to the same period last fiscal year. Net sales in our Industrial segment increased 2.7% quarter over quarter. We saw strength in the logistics and warehousing, food and beverage, aggregate and cement and grain markets offset by weakness in machine tools, semicon and oil and gas sales markets compared to the prior year. Net sales in our Aerospace/Defense segment increased 10.7% quarter over quarter. Defense net sales increased 3.0% compared to the same period in the prior year, driven by aerospace and marine. Aerospace commercial OEM and the aftermarket were up 14.6% compared to the same period in the prior year as commercial air travel continues to trend upwards.

Net income attributable to common stockholders for the third quarter of fiscal 2025 was $56.9 compared to $40.8 for the same period last fiscal year.

Our net sales for the nine-month period ended December 28, 2024 increased 4.5% compared to the same period last fiscal year. Net sales in our Industrial segment decreased 0.8% year over year. This reflected a pattern of sustained strong performance in areas including the food and beverage, mining and metals, power generation, logistics and warehousing and grain markets offset by aggregate and cement, semicon and oil and gas. Net sales in our Aerospace/Defense segment increased 15.5% year over year, led by the defense sector which was up 18.7% compared to the same period in the prior year while net sales to the commercial aerospace sector were up 14.0%. The increase in the defense sector reflects continued strength and stability from our large OEMs and the aftermarket.

Net income attributable to common stockholders for the nine months ended December 28, 2024 was $161.1 compared to $131.0 for the same period last fiscal year.

Gross Margin

19

Gross margin was 44.3% of net sales for the third quarter of fiscal 2025 compared to 42.3% for the third quarter of fiscal 2024. The gross margin improvement was primarily due to favorable product mix and continued manufacturing efficiencies, notably within the Industrial segment.

Gross margin was 44.4% of net sales for the first nine months of fiscal 2025 compared to 42.9% for the same period last fiscal year. The increase in gross margin as a percentage of net sales was mostly driven by volumes and sustained manufacturing efficiencies.

Selling, General and Administrative

SG&A for the third quarter of fiscal 2025 was $70.1, or 17.8% of net sales, as compared to $63.9, or 17.1% of net sales, for the same period of fiscal 2024. The increase in SG&A was primarily driven by increased personnel costs, stock compensation costs, travel costs and professional fees.

SG&A expenses increased by $18.1 to $207.2 for the first nine months of fiscal 2025 compared to $189.1 for the same period last year. The increase in SG&A for the first nine months of fiscal 2025 was primarily related to increases in professional fees, stock compensation costs, travel costs and personnel costs.

Other, Net

Other operating expenses for the third quarter of fiscal 2025 totaled $19.2 compared to $18.9 for the same period last fiscal year. For the third quarter of fiscal 2025, other operating expenses included $17.9 of amortization of intangible assets and $1.3 of other items. For the third quarter of fiscal 2024, other operating expenses included $17.7 of amortization of intangible assets, $0.1 of restructuring costs and $1.1 of other items.

Other operating expenses for the first nine months of fiscal 2025 totaled $56.3 compared to $55.1 for the same period last fiscal year. For the first nine months of fiscal 2025, other operating expenses were comprised primarily of $53.6 of amortization of intangible assets, $0.6 of restructuring costs, and $2.1 of other items. For the first nine months of fiscal 2024, other operating expenses were comprised primarily of $52.8 of amortization of intangible assets, $0.7 of restructuring costs, and $1.6 of other items.

Interest Expense, Net

Interest expense, net, consists of interest charged on the Company’s debt arrangements and amortization of deferred financing fees, offset by interest income (see “Liquidity and Capital Resources” below). Interest expense, net, was $14.2 for the third quarter of fiscal 2025 compared to $19.3 for the same period last fiscal year. The decrease in interest expense between the periods was due to the debt reduction efforts made by the Company over the past fiscal year and the effects of the Interest Rate Swap and the Cross Currency Swap. See “Liquidity and Capital Resources” below for more information regarding the Interest Rate Swap and the Cross Currency Swap.

Interest expense, net, was $47.0 for the first nine months of fiscal 2025 compared to $59.9 for the same period last fiscal year. The decrease was mainly attributable to our debt reduction efforts, as well as the Interest Rate Swap and the Cross Currency Swap, which have enabled us to manage interest costs.

Other Non-Operating Expense/(Income)

Other non-operating income was $3.3 for the third quarter of fiscal 2025 and consisted primarily of a $4.0 legal settlement partially offset by post-retirement benefit costs and foreign exchange gains and losses. Other non-operating income was $0.9 for the third quarter of fiscal 2024 and consisted primarily of $1.6 of insurance proceeds received partially offset by post-retirement benefit costs and foreign exchange gains and losses.

Other non-operating income was $1.8 for the first nine months of fiscal 2025 and consisted primarily of a $4.0 legal settlement partially offset by post-retirement benefit costs and foreign exchange gains and losses. Other non-operating expenses were $0.4 for the first nine months of fiscal 2024 and consisted primarily of post-retirement benefit costs and foreign exchange gains and losses partially offset by $1.6 of insurance proceeds received.

Income Taxes

Income tax expense for the three-month period ended December 28, 2024 was $16.8 compared to $10.2 for the three-month period ended December 30, 2023. Our effective income tax rate for the three-month period ended December 28, 2024 was 22.5% compared to 18.1% for the three-month period ended December 30, 2023. The effective income tax rate for the three-month period ended December 28, 2024 of 22.5% included $0.8 of tax benefits associated with stock-based compensation. The effective income tax rate without discrete items for the three-month period ended December 28, 2024 would have been 23.5%. The effective income tax rate for the three-month period ended December 30, 2023 of 18.1% included $1.9 of tax benefits associated with stock-based compensation partially offset by $0.2 of other items. The effective income tax rate without discrete items for the three-month period ended December 30, 2023 would have been 21.2%.

Income tax expense for the nine-month period ended December 28, 2024 was $50.5 compared to $39.4 for the nine-month period ended December 30, 2023. Our effective income tax rate for the nine-month period ended December 28, 2024 was 22.5% compared to 21.0% for the nine-month period ended December 30, 2023. The effective income tax rate for the nine-month period ended December 28, 2024 of 22.5% included $2.5 of tax benefits associated with stock-based compensation which was slightly offset by $0.1 of other tax expenses. The effective income tax rate without discrete items for the nine-month period ended December 28, 2024 would have been 23.6%. The effective income tax rate for the nine-month period ended December 30, 2023 of 21.0% included $2.4 of tax benefits associated with stock-based compensation partially offset by $0.2 of other items. The effective income tax rate without discrete items for the nine-month period ended December 30, 2023 would have been 22.2%.

Segment Information

Our CODM makes operating decisions, assesses the performance of the business, and allocates resources under two operating segments: Aerospace/Defense; and Industrial. We use segment net sales and gross margin as the primary measurements to assess the financial performance of each reportable segment.

Aerospace/Defense Segment

Net sales increased $14.0, or 10.7%, for the three months ended December 28, 2024 compared to the same period last fiscal year. Our commercial aerospace markets, which consisted of $78.0 of OEM and $20.9 of distribution and aftermarket, increased by 14.6% compared to fiscal 2024 when OEM net sales were $67.2 and distribution and aftermarket net sales were $19.1. This was driven by strong execution on the orders we have seen in recent periods in both the OEM markets and in the aftermarket. Our defense markets, which consisted of $32.5 of OEM and $11.8 of distribution and aftermarket, increased by 3.0% compared to fiscal 2024 when OEM net sales were $35.9 and distribution and aftermarket net sales were $7.0. The increase in defense sales was driven by marine, helicopters and missiles.

Gross margin as a percentage of segment net sales was 40.5% for the third quarter of fiscal 2025 compared to 41.2% for the same period last fiscal year. The decrease in gross margin was primarily driven by product mix.

Net sales increased $58.5, or 15.5%, for the first nine months of fiscal 2025 compared to the same period last fiscal year. The 15.5% increase was primarily driven by a 18.7% increase in our defense market, while our commercial aerospace market was up 14.0% year over year. Commercial aerospace, which consisted of $231.9 of OEM and $59.8 of distribution and aftermarket, increased by 14.0% compared to fiscal 2024 when OEM net sales were $200.3 and distribution and aftermarket net sales were $55.6. Our defense markets, which consisted of $108.2 of OEM and $35.6 of distribution and aftermarket, increased by 18.7% compared to fiscal 2024 when OEM net sales were $101.1 and distribution and aftermarket net sales were $20.0.

Gross margin as a percentage of segment net sales was 40.8% for the third quarter of fiscal 2025 compared to 40.1% for the same period last fiscal year. The increase in gross margin as a percentage of net sales was primarily driven by efficiencies achieved at the plants in part due to increased sales volumes and favorable product mix.

Industrial Segment

Net sales increased $6.5 for the three months ended December 28, 2024 compared to the same period last fiscal year. We saw strength in the logistics and warehousing, food and beverage, aggregate and cement and grain markets offset by weakness in the machine tools, semicon and oil and gas markets. Industrial OEM net sales were $72.7 and $79.4 for the three month periods ended December 28, 2024 and December 30, 2023, respectively. Industrial net sales to distribution and the aftermarket were $178.5 and $165.3 for the three month periods ended December 28, 2024 and December 30, 2023, respectively.

Gross margin for the three months ended December 28, 2024 was 46.5% of net sales, compared to 42.8% in the comparable period in fiscal 2024. The improved gross margin was due to product mix and manufacturing efficiencies achieved at the plants.

Net sales decreased $6.5, or 0.8%, for the first nine months of fiscal 2025 compared to the same period last fiscal year. We saw strength in the mining and metals, logistics and warehousing, power generation, food and beverage and grain markets offset by weakness in the semicon, machine tools, aggregate and cement, and oil and gas markets. Industrial OEM net sales were $237.2 and $248.8 for the nine month periods ended December 28, 2024 and December 30, 2023, respectively. Industrial net sales to distribution and the aftermarket were $525.9 and $520.8 for the nine month periods ended December 28, 2024 and December 30, 2023, respectively.

Gross margin for the first nine months of fiscal 2025 was 46.5% of net sales, compared to 44.3% in the same period last fiscal year. The increase in gross margin was driven by manufacturing efficiencies and product mix.

Corporate

Corporate SG&A was $25.5, or 6.5% of net sales, for the third quarter of fiscal 2025 compared to $21.4, or 5.7% of net sales, for the same period last fiscal year. The quarter over quarter increase was primarily due to increases in professional fees, stock compensation costs, travel costs and personnel costs.

Corporate SG&A increased $12.1 for the first nine months of fiscal 2025 compared to the same period last fiscal year due to increases in personnel costs, professional fees, travel costs and stock compensation costs.

Liquidity and Capital Resources

Our capital requirements include manufacturing equipment and materials. We have historically fueled our growth, in part, through acquisitions. We have historically met our working capital, capital expenditure and acquisition funding needs through our net cash flows provided by operations, various debt arrangements and public sales of equity. We believe that operating cash flows and available credit under the Revolving Credit Facility (which expires in November 2026) will provide adequate resources to fund internal growth initiatives for at least the next 12 months.

Our ability to meet future working capital, capital expenditure and debt service requirements will depend on our future financial performance, which will be affected by a range of economic, competitive and business factors, particularly interest rates, cyclical changes in our end markets, and our ability to pass through raw material price increases on a timely basis, many of which are outside of our control. In addition, future acquisitions could have a significant impact on our liquidity position and our need for additional funds.

From time to time, we evaluate our existing facilities and operations and their strategic importance to us. If we determine that a given facility or operation does not have future strategic importance, we may sell, relocate, consolidate or otherwise dispose of that facility or operations. Although we believe our operations would not be materially adversely affected by such dispositions, relocations or consolidations, we could incur significant cash or non-cash charges in connection with them.

Liquidity

As of December 28, 2024, we had cash and cash equivalents of $60.6, of which approximately $22.4 was cash held by our foreign subsidiaries. We expect that our undistributed foreign earnings will be re-invested indefinitely for working capital, internal growth, and acquisitions for and by certain of our foreign subsidiaries.

Domestic Credit Facility

The Credit Agreement, which was entered into in fiscal 2022, provides the Company with (a) the $1,300.0 Term Loan, which was used to fund a portion of the purchase price for the acquisition of Dodge and to pay related fees and expenses, and (b) the $500.0 Revolving Credit Facility. Debt issuance costs associated with the Credit Agreement totaled $14.9 and are being amortized over the life of the Credit Agreement.

Amounts outstanding under the Facilities generally bear interest, at the Company’s option, at either, (a) a base rate determined by reference to the higher of (i) Wells Fargo’s prime lending rate, (ii) the federal funds effective rate plus 0.50% and (iii) Term SOFR (as defined in the Credit Agreement based on SOFR, the secured overnight financing rate administered by the Federal Reserve Bank of New York) plus 1.00% or (b) Term SOFR plus a credit spread adjustment of 0.10% plus a margin ranging from 0.75% to 2.00% depending on the Company’s consolidated ratio of total net debt to consolidated EBITDA (as defined in the Credit Agreement). The Facilities are subject to a SOFR floor of 0.00%. As of December 28, 2024, the Company’s margin was 1.00% for SOFR loans, the commitment fee rate was 0.175%, and the letter of credit fee rate was 1.00%. A portion of the Term Loan is subject to the Interest Rate Swap.

The Term Loan matures in November 2026 and amortizes in quarterly installments with the balance payable on the maturity date. The Company can elect to prepay some or all of the outstanding balance from time to time without penalty, which will offset future quarterly amortization installments. Due to prepayments previously made, the required future principal payments on the Term Loan are $0 for fiscal 2025, $0 for fiscal 2026, and $500.0 for fiscal 2027. The Revolving Credit Facility expires in November 2026, at which time all amounts outstanding under the Revolving Credit Facility will be payable.

The Credit Agreement requires the Company to comply with various covenants, including the following financial covenants: (a) a maximum Total Net Leverage Ratio (as defined in the Credit Agreement) of 5.00:1.00, which maximum Total Net Leverage Ratio shall decrease during certain subsequent test periods as set forth in the Credit Agreement (provided that, no more than once during the term of the Facilities, such maximum ratio applicable at such time may be increased by the Company by 0.50:1.00 for a period of 12 months after the consummation of a material acquisition); and (b) a minimum Interest Coverage Ratio of 2.00:1.00. As of December 28, 2024 the Company was in compliance with all debt covenants.

The Credit Agreement allows the Company to, among other things, make distributions to stockholders, repurchase its stock, incur other debt or liens, or acquire or dispose of assets provided that the Company complies with certain requirements and limitations of the Credit Agreement.

The Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Agreement, and the Company’s obligations and the domestic subsidiaries’ guaranty are secured by a pledge of substantially all of the assets of the Company and its domestic subsidiaries.

As of December 28, 2024, $500.0 was outstanding under the Term Loan and $3.7 of the Revolving Credit Facility was being utilized to provide letters of credit to secure the Company’s obligations relating to certain insurance programs. The Company had the ability to borrow an additional $496.3 under the Revolving Credit Facility as of December 28, 2024. During the three month period ended December 28, 2024, the Company borrowed, $40.0 from the Revolving Credit Facility in order pay down the Term Loan. The $40.0 borrowed from the Revolver was then completely repaid before the end of the fiscal quarter.

Senior Notes

In fiscal 2022, RBCA issued $500.0 aggregate principal amount of Senior Notes. The net proceeds from the issuance of the Senior Notes were approximately $492.0, after deducting initial purchasers’ discounts and commissions and offering expenses, and were used to fund a portion of the cash purchase price for the acquisition of Dodge.

The Senior Notes were issued pursuant to the Indenture with Wilmington Trust, National Association, as trustee. The Indenture contains covenants limiting the ability of the Company to (i) incur additional indebtedness or guarantee indebtedness, (ii) declare or pay dividends, redeem stock or make other distributions to stockholders, (iii) make investments, (iv) create liens or use assets as security in other transactions, (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of its assets, (vi) enter into transactions with affiliates, and (vii) sell or transfer certain assets. These covenants contain various exceptions, limitations and qualifications. At any time that the Senior Notes are rated investment grade, certain of these covenants will be suspended.

The Senior Notes are guaranteed jointly and severally on a senior unsecured basis by RBC Bearings and RBCA’s domestic subsidiaries that also guarantee the Credit Agreement.

Interest on the Senior Notes accrues at a rate of 4.375% and is payable semi–annually in cash in arrears on April 15 and October 15 of each year.

The Senior Notes will mature on October 15, 2029. The Company may redeem some or all of the Senior Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company sells certain of its assets or experiences specific kinds of changes in control, the Company must offer to purchase the Senior Notes.

Foreign Borrowing Arrangements

The Foreign Credit Line is a CHF 5.0 (approximately $5.4 USD) credit line with Credit Suisse (Switzerland) Ltd. to provide our Swiss subsidiary, Schaublin SA, future working capital, if necessary. As of December 28, 2024, $0.1 was being utilized to provide a bank guarantee. Fees associated with the Foreign Credit Line are nominal.

In July 2024, Swiss Tool Systems, one of our foreign subsidiaries, purchased the building where it operates for CHF 7.1 (approximately $8.4 USD) and took out a 10-year fixed-rate mortgage on the building for CHF 4.0 (approximately $4.5 USD).

Interest Rate Swap

The Company is exposed to market risks relating to fluctuations in interest rates.

To hedge against this risk, in fiscal 2023, the Company entered into the Interest Rate Swap with a third-party financial counterparty under the Credit Agreement. The Interest Rate Swap was executed to protect the Company from interest rate volatility on our variable-rate Term Loan. The Interest Rate Swap became effective December 30, 2022 and is comprised of a $600.0 notional with a maturity of three years. The notional was $400.0 as of December 28, 2024. We receive a variable rate based on one-month Term SOFR and pay a fixed rate of 4.455%. The notional on the Interest Rate Swap amortizes as follows:

Year 1: $600.0

Year 2: $400.0

Year 3: $100.0

The Interest Rate Swap has been designated as a cash flow hedge of the variability of the first unhedged interest payments (the hedged transactions) paid over the hedging relationship’s specified time period of three years attributable to the borrowing’s contractually specified interest index on the hedged principal of its general borrowing program or replacement or refinancing thereof.

Cross Currency Swap

The Company is exposed to foreign exchange rate fluctuations as some of our subsidiaries operate in various countries.

On August 12, 2024, the Company entered into the Cross Currency Swap with a third-party financial counterparty. The objective of the Cross Currency Swap is to economically hedge the Company’s net investment in its lower-tier European subsidiary, Schaublin, against adverse changes in the Swiss franc/U.S. dollar exchange rate. The Cross Currency Swap is based upon a net investment of CHF 69.4 ($80.0 USD) notional amount with a three-year maturity date. RBC receives a fixed U.S. dollar amount on a month-to-month basis based upon a fixed annual rate of 2.77% of the notional amount. At maturity, RBC will net-settle the principal of the Cross Currency Swap in cash with the counterparty. The Cross Currency Swap has been designated as a net investment hedge on an after-tax basis.

Preferred Stock

Prior to October 15, 2024, the Company had outstanding 4,600,000 shares of MCPS to which we paid a quarterly dividend aggregating $5.75, but on that date each then-outstanding share of the MCPS converted into 0.4413 shares of common stock, resulting in the retirement of the MCPS and the issuance of 2,029,955 shares of common stock. Because the MCPS is no longer outstanding, the Company will not pay MCPS dividends in the future, resulting in a cash savings of $23.0 per year.

Cash Flows

Nine-month Period Ended December 28, 2024 Compared to the Nine-month Period Ended December 30, 2023

The following table summarizes our cash flow activities:

During the first nine months of fiscal 2025, we generated cash of $224.4 from operating activities compared to $195.2 during the same period of fiscal 2024. The increase of $29.2 was the result of an increase in net income of $25.2, a favorable change in operating assets and liabilities of $1.7 and the favorable impact of non-cash activity of $2.3. The favorable change in operating assets and liabilities is detailed in the table below. The change in non-cash activity was driven by $7.0 more in stock-based compensation and $0.3 more in depreciation and amortization, offset by $2.6 more in deferred taxes, $0.6 less in amortization of deferred financing costs, $0.6 less in consolidation and restructuring charges, $0.7 less in losses on asset dispositions and $0.5 less in noncash operating lease expense.

The following table summarizes the impact on cash flow from operating assets and liabilities for fiscal 2025 versus fiscal 2024.

26

During the first nine months of fiscal 2025, we used $35.6 for investing activities as compared to $42.7 used in the first nine months of fiscal 2024. This decrease in cash used was primarily attributable to a $19.3 decrease in business acquisition costs and $0.3 fewer proceeds from the sale of assets while capital expenditures increased $11.9 period over period.

During the first nine months of fiscal 2025, we used cash of $191.3 for financing activities compared to $147.0 in the first nine months of fiscal 2024. This increase in cash used was primarily attributable to $60.4 more in payments related to the Revolving Credit Facility, $25.0 more payments made on outstanding debt, $0.7 more principal payments made on finance lease obligations and $1.0 more repurchases of common stock partially offset by $16.2 more exercises of stock-based awards, $22.0 in proceeds related to the Revolving Credit Facility, and $4.5 in proceeds related to the Swiss Tool mortgage.

Capital Expenditures

Our capital expenditures were $35.6 for the first nine months of fiscal 2025 compared to $23.7 for the same period in the prior fiscal year. We expect to make additional capital expenditures of $10.0 to $15.0 during the remainder of fiscal 2025 in connection with our existing business. We expect to fund these capital expenditures principally through existing cash and internally generated funds. We may also make substantial additional capital expenditures in connection with acquisitions.

Obligations and Commitments

The Company’s fixed contractual obligations and commitments are primarily comprised of our debt obligations disclosed in Note 10 in Part I, Item 1 of this report. We also have lease obligations which are materially consistent with what we disclosed in our Annual Report.

Other Matters

Critical Accounting Policies and Estimates

Preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We believe the most complex and sensitive judgments, because of their significance to the consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Notes to the Consolidated Financial Statements in our Annual Report describe the significant accounting estimates and policies used in preparation of our consolidated financial statements. Actual results in these areas could differ from management’s estimates. There were no significant changes in our critical accounting estimates during the first nine months of fiscal 2025.

Off-Balance Sheet Arrangements

The Company has $3.7 of outstanding standby letters of credit, all of which are under the Revolving Credit Facility.

We are exposed to market risks that arise during the normal course of business from changes in interest rates and foreign currency exchange rates.

Interest Rates. We currently have variable rate debt outstanding under the Term Loan. We regularly evaluate the impact of interest rate changes on our net income and cash flow and take action to limit our exposure when appropriate. As discussed in Note 13 in Part I, Item 1 of this report, we have utilized an interest rate swap to fix a portion of the variable rate interest expense associated with the Term Loan.

Foreign Currency Exchange Rates. Our operations in the following countries transact in the following currencies:

As a result, we are exposed to risk associated with fluctuating currency exchange rates between the U.S. dollar and these currencies. Foreign currency transaction gains and losses are included in earnings. Approximately 12% and 11% of our net sales were impacted by foreign currency fluctuations for the three- and nine-month periods ended December 28, 2024, respectively. Approximately 12% of our net sales were impacted by foreign currency fluctuations for both the three- and nine-month periods ended December 30, 2023. For those foreign countries where we have sales, a strengthening in the U.S. dollar as we have seen over the past few years or devaluation in the local currency would reduce the value of our local inventory as presented in our consolidated financial statements. In addition, a stronger U.S. dollar or a weaker local currency would result in reduced net sales, operating profit and shareholders' equity due to the impact of foreign exchange translation on our consolidated financial statements. Fluctuations in foreign currency exchange rates may make our products more expensive for others to purchase or increase our operating costs, affecting our competitiveness and our profitability.

Changes in exchange rates between the U.S. dollar and other currencies and volatile economic, political and market conditions in emerging market countries have in the past adversely affected our financial performance and may in the future adversely affect the value of our assets located outside the United States, our gross profit and our results of operations.

We periodically enter into derivative financial instruments to reduce the effect of fluctuations in exchange rates on our business. As of December 28, 2024, the Company had a cross currency swap, which is discussed in further detail within Notes 6 and 13 in Part I, Item 1 of this report.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of December 28, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 28, 2024, our disclosure controls and procedures were (1) designed to ensure that information relating to our Company required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported to our Chief Executive Officer and Chief Financial Officer within the time periods specified in the rules and forms of the SEC, and (2) effective, in that they provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the first nine months of fiscal 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

There have been no material changes to our risk factors and uncertainties since the filing of our Annual Report with the SEC on May 17, 2024, other than what we’ve noted within item (y) within Part I, Item 2, “Cautionary Statement as to Forward-Looking Information” contained in this quarterly report. For further discussion regarding all of our other risk factors and uncertainties, refer to Part I, Item 1A, “Risk Factors,” contained in our Annual Report.