UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 28, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-40840

RBC BEARINGS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		95-4372080
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Tribology Center
Oxford, CT		06478
(Address of principal executive offices)		(Zip Code)

(203) 267-7001

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		RBC		The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of January 24, 2025, RBC Bearings Incorporated had 31,444,245 shares of Common Stock outstanding.

TABLE OF CONTENTS

Part I -	FINANCIAL INFORMATION	1

Item 1.	Consolidated Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

Part II -	OTHER INFORMATION	29

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30

Part I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

RBC Bearings Incorporated

Consolidated Balance Sheets

(dollars in millions)

	December 28, 2024			March 30, 2024
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	60.6		$	63.5
Accounts receivable, net of allowances of $4.7 as of December 28, 2024 and $4.4 as of March 30, 2024		256.1			255.2
Inventory		656.9			622.8
Prepaid expenses and other current assets		29.7			24.0
Total current assets		1,003.3			965.5
Property, plant and equipment, net		357.7			361.0
Operating lease assets, net		46.4			41.4
Goodwill		1,871.6			1,874.9
Intangible assets, net		1,341.6			1,391.9
Other noncurrent assets		45.1			43.9
Total assets	$	4,665.7		$	4,678.6

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	130.1		$	116.2
Accrued expenses and other current liabilities		152.9			167.3
Current operating lease liabilities		8.0			7.0
Current portion of long-term debt		1.7			3.8
Total current liabilities		292.7			294.3
Long-term debt, less current portion		999.7			1,188.1
Noncurrent operating lease liabilities		39.1			35.3
Deferred income taxes		270.9			284.2
Other noncurrent liabilities		124.1			124.8
Total liabilities		1,726.5			1,926.7

Stockholders’ equity:
Preferred stock, $.01 par value; authorized shares: 10,000,000 as of December 28, 2024 and March 30, 2024, respectively; issued and outstanding shares: 0 and 4,600,000 as of December 28, 2024 and March 30, 2024, respectively		—			0.0
Common stock, $.01 par value; authorized shares: 60,000,000 at December 28, 2024 and March 30, 2024, respectively; issued and outstanding shares: 32,488,692 and 30,227,444 as of December 28, 2024 and March 30, 2024, respectively		0.3			0.3
Additional paid-in capital		1,666.7			1,625.2
Accumulated other comprehensive income/(loss)		(6.0	)		0.7
Retained earnings		1,377.9			1,216.8
Treasury stock, at cost: 1,044,147 shares and 1,015,053 shares as of December 28, 2024 and March 30, 2024, respectively		(99.7	)		(91.1	)
Total stockholders’ equity		2,939.2			2,751.9
Total liabilities and stockholders’ equity	$	4,665.7		$	4,678.6

See accompanying notes.

RBC Bearings Incorporated

Consolidated Statements of Operations

(dollars in millions, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	December 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Net sales	$	394.4		$	373.9		$	1,198.6		$	1,146.6
Cost of sales		219.5			215.9			665.9			654.4
Gross margin		174.9			158.0			532.7			492.2
Operating expenses:
Selling, general and administrative		70.1			63.9			207.2			189.1
Other, net		19.2			18.9			56.3			55.1
Total operating expenses		89.3			82.8			263.5			244.2
Operating income		85.6			75.2			269.2			248.0
Interest expense, net		14.2			19.3			47.0			59.9
Other non-operating (income)/expense		(3.3	)		(0.9	)		(1.8	)		0.4
Income before income taxes		74.7			56.8			224.0			187.7
Provision for income taxes		16.8			10.2			50.5			39.4
Net income		57.9			46.6			173.5			148.3
Preferred stock dividends		1.0			5.8			12.4			17.3
Net income attributable to common stockholders	$	56.9		$	40.8		$	161.1		$	131.0

Net income per common share attributable to common stockholders:
Basic	$	1.83		$	1.41		$	5.42		$	4.53
Diluted	$	1.82		$	1.39		$	5.38		$	4.49
Weighted average common shares:
Basic		31,041,126			28,924,073			29,740,170			28,885,453
Diluted		31,222,623			29,204,570			29,953,883			29,153,469

See accompanying notes.

RBC Bearings Incorporated

Consolidated Statements of Comprehensive Income

(dollars in millions)

(Unaudited)

	Three Months Ended						Nine Months Ended
	December 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Net income	$	57.9		$	46.6		$	173.5		$	148.3
Pension and postretirement liability adjustments, net of taxes⁽¹⁾		0.3			0.2			0.9			0.7
Change in fair value of interest rate swap⁽²⁾		0.3			(3.2	)		(1.6	)		2.1
Change in fair value of cross currency swap⁽³⁾		2.5			—			0.4			—
Foreign currency translation adjustments		(12.0	)		10.9			(6.4	)		9.0
Total comprehensive income	$	49.0		$	54.5		$	166.8		$	160.1

(1)	These adjustments were net of tax expense of $0.0 and $0.1 for the three-month periods ended December 28, 2024, and December 30, 2023, respectively, and net of tax expense of $0.1 and $0.3 for the nine-month periods ended December 28, 2024, and December 30, 2023, respectively.

(2)

These adjustments were net of tax expense of $0.1 and net of tax benefit of $1.0 for the three-month periods ended December 28, 2024, and December 30, 2023, respectively, and net of tax benefit of $0.4 and net of tax expense of $0.5 for the nine-month periods ended December 28, 2024, and December 30, 2023, respectively.

(3)	These adjustments were net of tax expense of $0.7 and $0.1 for the three- and nine-month periods ended December 28, 2024, respectively.

See accompanying notes.

RBC Bearings Incorporated

Consolidated Statements of Stockholders’ Equity

(dollars in millions)

(Unaudited)

	Common Stock				Preferred Stock				Additional Paid-in		Accumulated Other Comprehensive			Retained			Treasury Stock						Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Income/(Loss)			Earnings			Shares			Amount			Equity
Balance at March 30, 2024		30,227,444	$	0.3		4,600,000	$	0.0	$	1,625.2	$	0.7		$	1,216.8			(1,015,053	)	$	(91.1	)	$	2,751.9
Net income		—		—		—		—		—		—			61.4			—			—			61.4
Stock-based compensation		—		—		—		—		4.2		—			—			—			—			4.2
Preferred stock dividends		—		—		—		—		—		—			(5.7	)		—			—			(5.7	)
Repurchase of common stock		—		—		—		—		—		—			—			(27,208	)		(8.0	)		(8.0	)
Exercise of equity awards		8,642		—		—		—		1.2		—			—			—			—			1.2
Change in pension and post-retirement plan benefit adjustments, net of tax benefit of $0.0		—		—		—		—		—		0.0			—			—			—			0.0
Issuance of stock, net of forfeitures		27,399		—		—		—		—		—			—			—			—			—
Change in fair value of interest rate swap, net of tax benefit of $0.0		—		—		—		—		—		(0.1	)		—			—			—

SEC Form 10-Q filed by RBC Bearings Incorporated