UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
OR
For the transition period from 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)
Securities registered 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 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.
Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted 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).
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.
| ☒ | 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 November 4, 2022, RBC Bearings Incorporated
had
TABLE OF CONTENTS
| Part I - FINANCIAL INFORMATION | ||
| Item 1. | Consolidated Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 32 |
| Item 4. | Controls and Procedures Changes in Internal Control over Financial Reporting | 33 |
| Part II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 34 |
| Item 1A. | Risk Factors | 34 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 |
| Item 3. | Defaults Upon Senior Securities | 35 |
| Item 4. | Mine Safety Disclosures | 35 |
| Item 5. | Other Information | 35 |
| Item 6. | Exhibits | 35 |
i
Part I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
RBC Bearings Incorporated
Consolidated Balance Sheets
(dollars in thousands, except per share data)
October 1, 2022 | April 2, 2022 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts 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 | ||||||||
| Long-term operating lease liabilities | ||||||||
| Deferred income taxes | ||||||||
| Other noncurrent liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Retained earnings | ||||||||
| Treasury stock, at cost, | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes.
1
RBC Bearings Incorporated
Consolidated Statements of Operations
(dollars in thousands, except per share data)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| October 1, 2022 | October 2, 2021 | October 1, 2022 | October 2, 2021 | |||||||||||||
| 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 (income)/expense | ( | ) | ( | ) | ||||||||||||
| Income before income taxes | ||||||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income/(loss) | ( | ) | ||||||||||||||
| Preferred stock dividends | ||||||||||||||||
| Net income/(loss) available to common stockholders | $ | $ | ( | ) | $ | $ | ||||||||||
| Net income/(loss) per share available to common stockholders: | ||||||||||||||||
| Basic | $ | $ | ( | ) | $ | $ | ||||||||||
| Diluted | $ | $ | ( | ) | $ | $ | ||||||||||
| Weighted average common shares: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See accompanying notes.
2
RBC Bearings Incorporated
Consolidated Statements of Comprehensive Income
(dollars in thousands)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| October 1, 2022 | October 2, 2021 | October 1, 2022 | October 2, 2021 | |||||||||||||
| Net income/(loss) | $ | $ | ( | ) | $ | $ | ||||||||||
| Pension and postretirement liability adjustments, net of taxes (1) | ||||||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ( | ) | ||||||||||
| Total comprehensive income/(loss) | $ | $ | ( | ) | $ | $ | ||||||||||
| (1) |
See accompanying notes.
3
RBC Bearings Incorporated
Consolidated Statements of Stockholders’ Equity
(dollars in thousands)
(Unaudited)
| Common Stock | Preferred Stock | Additional Paid-in | Accumulated Other Comprehensive | Retained | Treasury Stock | Total Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income/(Loss) | Earnings | Shares | Amount | Equity | |||||||||||||||||||||||||||||||
| Balance at April 2, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Exercise of equity awards | — | — | ||||||||||||||||||||||||||||||||||||||
| Change in net prior service cost and actuarial losses, net of tax expense of $ | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of forfeitures | — | — | ||||||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Balance at July 2, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Exercise of equity awards | — | — | ||||||||||||||||||||||||||||||||||||||
| Change in net prior service cost and actuarial losses, net of tax expense of $ | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of forfeitures | — | — | — | |||||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Balance at October 1, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||
See accompanying notes.
4
RBC Bearings Incorporated
Consolidated Statements of Stockholders’ Equity (continued)
(dollars in thousands)
(Unaudited)
| Common Stock | Preferred Stock | Additional Paid-in | Accumulated Other Comprehensive | Retained | Treasury Stock | Total Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income/(Loss) | Earnings | Shares | Amount | Equity | |||||||||||||||||||||||||||||||
| Balance at April 3, 2021 | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Exercise of equity awards | — | — | ||||||||||||||||||||||||||||||||||||||
| Change in net prior service cost and actuarial losses, net of tax expense of $ | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of forfeitures | — | — | ||||||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at July 3, 2021 | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||
| Preferred stock issuance, net of issuance costs | — | — | ||||||||||||||||||||||||||||||||||||||
| Common stock issuance, net of issuance costs | — | — | ||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Exercise of equity awards | — | — | ||||||||||||||||||||||||||||||||||||||
| Change in net prior service cost and actuarial losses, net of tax expense of $ | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of forfeitures | ( | ) | — | — | ||||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Balance at October 2, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||
See accompanying notes.
5
RBC Bearings Incorporated
Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
| Six Months Ended | ||||||||
October 1, 2022 | October 2, 2021 | |||||||
| 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 | ||||||||
| Share-based compensation | ||||||||
| Loss/(gain) on disposition of assets | ||||||||
| Consolidation, 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 | ( | ) | ( | ) | ||||
| Proceeds from sale of assets | ||||||||
| Purchase of marketable securities | ( | ) | ||||||
| Proceeds from sale of marketable securities | ||||||||
| Purchase price adjustments for acquisition of business | ||||||||
| Net cash (used in)/ provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds received from issuance of common stock | ||||||||
| Proceeds received from issuance of preferred stock | ||||||||
| Finance fees paid in connection with credit facilities and term loans | ( | ) | ||||||
| Repayments of term loans | ( | ) | ( | ) | ||||
| Repayments of notes payable | ( | ) | ( | ) | ||||
| Principal payments on finance lease obligations | ( | ) | ||||||
| Preferred stock dividends paid | ( | ) | ||||||
| Exercise of stock options | ||||||||
| Repurchase of common stock | ( | ) | ( | ) | ||||
| Net cash provided by/(used in) financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash | ( | ) | ||||||
| Cash and cash equivalents: | ||||||||
| Increase/(Decrease) during the period | ( | ) | ||||||
| Cash and cash equivalents, at beginning of period | ||||||||
| Cash and cash equivalents, at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Income taxes | $ | $ | ||||||
| Interest | ||||||||
See accompanying notes.
6
RBC Bearings Incorporated
Notes to Unaudited Interim Consolidated Financial Statements
(dollars in thousands, except per share data)
1. Basis of Presentation
The interim consolidated financial statements included herein have been prepared by RBC Bearings Incorporated, a Delaware corporation (collectively with its subsidiaries, the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim financial statements included with this report have been prepared on a consistent basis with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended April 2, 2022. We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP). As used in this report, the terms “we,” “us,” “our,” “RBC” and the “Company” mean RBC Bearings Incorporated and its subsidiaries, unless the context indicates another meaning.
These statements reflect all adjustments, accruals, and estimates, consisting only of items of a normal recurring nature, that are, in the opinion of management, necessary for the fair presentation of the consolidated financial condition and consolidated results of operations for the interim periods presented. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Annual Report on Form 10-K/A.
The results of operations for the three- and six-month periods ended October 1, 2022 are not necessarily indicative of the operating results for the entire fiscal year ending April 1, 2023. The three- and six-month periods ended October 1, 2022 and October 2, 2021 each included 13 weeks and 26 weeks, respectively. The amounts shown are in thousands, unless otherwise indicated.
2. Significant Accounting Policies
The Company’s significant accounting policies are detailed in “Note 2 - Summary of Significant Accounting Policies” of our Annual Report on Form 10-K/A for the year ended April 2, 2022.
Significant changes to our accounting policies as a result of adopting new accounting standards are discussed below.
Recent Accounting Standards Adopted
Not applicable.
Recent Accounting Standards Yet to Be Adopted
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The objective of the standard is to address operational challenges likely to arise in accounting for contract modifications and hedge accounting due to reference rate reform. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The standard update is effective for all entities as of March 12, 2020 through December 31, 2022. This guidance is available immediately and may be implemented in any period prior to the guidance expiration on December 31, 2022. The Company will adopt this ASU during the third quarter of our fiscal year. The impact of the adoption of this standard update is dependent on the Company's contracts modifications as a result of reference rate reform; however, the Company does not expect the adoption of the amendments associated with hedging relationships to have a material impact on the Company's consolidated financial statements.
Other new pronouncements issued but not effective until after April 1, 2023 are not expected to have a material impact on our financial position, results of operations or liquidity.
7
3. Revenue from Contracts with Customers
Disaggregation of Revenue
The following table disaggregates total revenue by end market which is how we view our reportable segments (see Note 12):
| Three Months Ended | Six Months Ended | |||||||||||||||
| October 1, 2022 | October 2, 2021 | October 1, 2022 | October 2, 2021 | |||||||||||||
| Aerospace/Defense | $ | $ | $ | $ | ||||||||||||
| Industrial | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The following table disaggregates total revenue by geographic origin:
| Three Months Ended | Six Months Ended | |||||||||||||||
| October 1, 2022 | October 2, 2021 | October 1, 2022 | October 2, 2021 | |||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| International | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over time versus the amount of revenue recognized for performance obligations satisfied at a point in time:
| Three Months Ended | Six Months Ended | |||||||||||||||
| October 1, 2022 | October 2, 2021 | October 1, 2022 | October 2, 2021 | |||||||||||||
| Point-in-time | % | % | % | % | ||||||||||||
| Over time | % | % | % | % | ||||||||||||
| Total | % | % | % | % | ||||||||||||
Remaining Performance Obligations
Remaining performance obligations
represent the transaction price of orders meeting the definition of a contract for which work has not been performed or has been partially
performed and excludes unexercised contract options. The duration of the majority of our contracts, as defined by ASC Topic 606, is less
than one year. The Company has elected to apply the practical expedient, which allows companies to exclude remaining performance obligations
with an original expected duration of one year or less. The aggregate amount of the transaction price allocated to remaining performance
obligations for such contracts with a duration of more than one year was approximately $
Contract Balances
The timing of revenue recognition, invoicing and cash collections affect accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) on the consolidated balance sheets. These assets and liabilities are reported on the consolidated balance sheets on an individual contract basis at the end of each reporting period.
8
Contract Assets (Unbilled Receivables) - Pursuant to the over-time revenue recognition model, revenue may be recognized prior to the customer being invoiced. An unbilled receivable is recorded to reflect revenue that is recognized when (1) the cost-to-cost method is applied and (2) such revenue exceeds the amount invoiced to the customer.
As of October 1, 2022 and
April 2, 2022, current contract assets were $
Contract Liabilities (Deferred Revenue) - The Company may receive a customer advance or deposit, or have an unconditional right to receive a customer advance, prior to revenue being recognized. Since the performance obligations related to such advances may not have been satisfied, a contract liability is established. Advance payments are not considered a significant financing component as the timing of the transfer of the related goods or services is at the discretion of the customer.
As of October 1, 2022 and April 2, 2022, current
contract liabilities were $
As of October 1, 2022 and
April 2, 2022, noncurrent contract liabilities were $
Variable Consideration
The amount of consideration
to which the Company expects to be entitled in exchange for the goods and services is not generally subject to significant variations.
However, the Company does offer certain customers rebates, prompt payment discounts, end-user discounts, the right to return eligible
products, and/or other forms of variable consideration. The Company estimates this variable consideration using the expected value amount,
which is based on historical experience. The Company includes estimated amounts in the transaction price to the extent it is probable
that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration
is resolved. The Company adjusts the estimate of revenue at the earlier of when the amount of consideration the Company expects to receive
changes or when the consideration becomes fixed. Accrued customer rebates were $
9
4. Accumulated Other Comprehensive Income (Loss)
The components of comprehensive income (loss) that relate to the Company are net income/(loss), foreign currency translation adjustments, and pension plan and postretirement benefits.
The following summarizes the activity within each component of accumulated other comprehensive income (loss), net of taxes:
| Currency Translation | Pension and Postretirement Liability | Total | ||||||||||
| Balance at April 2, 2022 | $ | $ | ( | ) | $ | ( | ) | |||||
| Other comprehensive income (loss) before reclassifications | ( | ) | ( | ) | ||||||||
| Amounts recorded in/reclassified from accumulated other comprehensive income (loss) | ||||||||||||
| Net current period other comprehensive income (loss) | ( | ) | ( | ) | ||||||||
| Balance at October 1, 2022 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
5. Net Income/(Loss) Per Share Available to Common Stockholders
Basic net income/(loss) per share available to common stockholders is computed by dividing net income/(loss) available to common stockholders by the weighted-average number of common shares outstanding.
Diluted net income/(loss)
per share available to common stockholders is computed by dividing net income/(loss) available to common stockholders by the sum of the
weighted-average number of common shares and dilutive common share equivalents then outstanding using the treasury stock method. Common
share equivalents consist of the incremental common shares issuable upon the exercise of stock options and the conversion of
We exclude outstanding stock options, stock awards and the MCPS from the calculations if the effect would be anti-dilutive. The dilutive effect of the MCPS is calculated using the if-converted method. The if-converted method assumes that these securities were converted to shares of common stock at the later of the September 24, 2021 issuance date or the beginning of the reporting period to the extent that the effect is dilutive. If the effect is anti-dilutive, we calculate net income/(loss) per share available to common stockholders by adjusting net income/(loss) in the numerator for the effect of the cumulative MCPS dividends for the respective period.
For the three- and six-month
periods ended October 1, 2022, the effect of assuming the conversion of the
For the three months ended
October 1, 2022,
10
For the three months ended
October 2, 2021, no employee stock options or restricted shares were excluded from the calculation of diluted earnings per share available
to common stockholders. For the six months ended October 2, 2021,
The table below reflects the calculation of weighted-average shares outstanding for each period presented as well as the computation of basic and diluted net income/(loss) per share available to common stockholders.
| Three Months Ended | Six Months Ended | |||||||||||||||
| October 1, 2022 | October 2, 2021 | October 1, 2022 | October 2, 2021 | |||||||||||||
| Net income/(loss) | $ | $ | ( | ) | $ | $ | ||||||||||
| Preferred stock dividends | ||||||||||||||||
| Net income/(loss) available to common stockholders | $ | $ | ( | ) | $ | $ | ||||||||||
| Denominator for basic net income/(loss) per share available to common stockholders — weighted-average shares outstanding | ||||||||||||||||
| Effect of dilution due to employee stock awards | ||||||||||||||||
| Denominator for diluted net income/(loss) per share available to common stockholders — weighted-average shares outstanding | ||||||||||||||||
| Basic net income/(loss) per share available to common stockholders | $ | $ | ( | ) | $ | $ | ||||||||||
| Diluted net income/(loss) per share available to common stockholders | $ | $ | ( | ) | $ | $ | ||||||||||
6. Fair Value
Fair value is defined as the price that would be expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB provides accounting rules that classify the inputs used to measure fair value into the following hierarchy:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3 – Unobservable inputs for the asset or liability.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
As a result of the occurrence of triggering events such as purchase accounting for acquisitions, the Company does measure certain assets and liabilities based on Level 3 inputs.
Financial Instruments:
The Company’s financial
instruments consist primarily of cash and cash equivalents, accounts receivable, trade accounts payable, short-term borrowings and long-term
debt. Due to their short-term nature, the carrying value of cash and cash equivalents, accounts receivable, trade accounts payable, accrued
expenses and short-term borrowings are a reasonable estimate of their fair value. Long-term assets held on our balance sheet related to
benefit plan obligations are measured at fair value. Due to the nature of fair value calculations for variable-rate debt, the carrying
value of the Company’s long-term variable-rate debt is a reasonable estimate of its fair value. The fair value of the Company’s
long-term fixed-rate debt, based on quoted market prices, was $
11
7. Inventory
Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method, and are summarized below:
October 1, 2022 | April 2, 2022 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| $ | $ | |||||||
8. Goodwill and Intangible Assets
Goodwill
Goodwill balances, by segment, consist of the following:
| Aerospace/ Defense | Industrial | Total | ||||||||||
| April 2, 2022 | $ | $ | $ | |||||||||
| Acquisition (1) | ( | ) | ( | ) | ||||||||
| Translation adjustments | ( | ) | ( | ) | ||||||||
| October 1, 2022 | $ | $ | $ | |||||||||
| (1) |
Intangible Assets
| October 1, 2022 | April 2, 2022 | |||||||||||||||||||
Weighted Average Useful Lives (Years) | Gross Carrying Amount |
Accumulated Amortization | Gross Carrying Amount |
Accumulated Amortization | ||||||||||||||||
| Product approvals | $ | $ | $ | $ | ||||||||||||||||
| Customer relationships and lists | ||||||||||||||||||||
| Trade names | ||||||||||||||||||||
| Distributor agreements | ||||||||||||||||||||
| Patents and trademarks | ||||||||||||||||||||
| Domain names | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Non-amortizable repair station certifications | — | — | ||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||
12
Amortization expense for definite-lived intangible
assets during the three-month periods ended October 1, 2022 and October 2, 2021 were $
| Remainder of Fiscal 2023 | $ | |||
| Fiscal 2024 | ||||
| Fiscal 2025 | ||||
| Fiscal 2026 | ||||
| Fiscal 2027 | ||||
| Fiscal 2028 | ||||
| Fiscal 2029 and thereafter |
9. Accrued Expenses and Other Current Liabilities
The significant components of accrued expenses and other current liabilities are as follows:
October 1, 2022 | April 2, 2022 | |||||||
| Employee compensation and related benefits | $ | $ | ||||||
| Taxes | ||||||||
| Contract liabilities | ||||||||
| Accrued rebates | ||||||||
| Workers’ compensation and insurance | ||||||||
| Acquisition costs | ||||||||
| Current finance lease liabilities | ||||||||
| Accrued preferred stock dividends | ||||||||
| Interest | ||||||||
| Audit fees | ||||||||
| Legal | ||||||||
| Returns and warranties | ||||||||
| Other | ||||||||
| $ | $ | |||||||
10. Debt
Domestic Credit Facility
On November 1, 2021 RBC Bearings Incorporated,
our top holding company, and our Roller Bearing Company of America, Inc. subsidiary (“RBCA”) entered into a Credit Agreement
(the “New 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, and terminated the Company’s
prior Credit Agreement, which was entered into with Wells Fargo in 2015 (the “2015 Credit Agreement”). The New Credit Agreement
provides the Company with (a) a $
13
The Term Loan Facility will mature on November
2, 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. The required
future principal payments on the Term Loan Facility are $
The New 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 New Credit Agreement.
The Company’s domestic subsidiaries have guaranteed the Company’s obligations under the New Credit Agreement, and the Company’s obligations and the domestic subsidiaries’ guaranty are secured by a pledge of substantially all of the domestic assets of the Company and its domestic subsidiaries.
As of October 1, 2022, $
Senior Notes
On October 7, 2021, RBCA issued
$
The Senior Notes were issued pursuant to an indenture with Wilmington Trust, National Association, as trustee (the “Indenture”). The Indenture contains covenants limiting the ability of the Company to (i) incur additional indebtedness or guarantee indebtedness, (ii) declare or pay dividends, redeem stock or make other distributions to stockholders, (iii) make investments, (iv) create liens or use assets as security in other transactions, (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of its assets, (vi) enter into transactions with affiliates, and (vii) sell or transfer certain assets. These covenants contain various exceptions, limitations and qualifications. At any time that the Senior Notes are rated investment grade, certain of these covenants will be suspended.
14
The Senior Notes are guaranteed jointly and severally on a senior unsecured basis by RBC Bearings and certain of RBCA’s existing and future wholly owned domestic subsidiaries that also guarantee the New Credit Agreement.
Interest on the Senior Notes accrues at a rate of
The Senior Notes will mature on October 15, 2029. The Company may redeem some or all of the Senior Notes at any time on or after October 15, 2024 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may also redeem up to 40% of the Senior Notes using the proceeds of certain equity offerings completed before October 15, 2024, at a redemption price equal to 104.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to October 15, 2024, the Company may redeem some or all of the Senior Notes at a price equal to 100% of the principal amount, plus a “make–whole” premium, 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 Term Loan and Revolving Credit Facility
On August 15, 2019, one of
our foreign subsidiaries, Schaublin SA (“Schaublin”), entered into two separate credit agreements (the “Foreign Credit
Agreements”) with Credit Suisse (Switzerland) Ltd. to (i) finance the acquisition of Swiss Tool, and (ii) provide future working
capital. The Foreign Credit Agreements provided Schaublin with a CHF
A summary of the Company’s debt is presented in the table below:
October 1, 2022 | April 2, 2022 | |||||||
| Revolver and term loan facilities | $ | $ | ||||||
| Senior notes | ||||||||
| Debt issuance costs | ( | ) | ( | ) | ||||
| Other | ||||||||
| Total debt | ||||||||
| Less: current portion | ||||||||
| Long-term debt | $ | $ | ||||||
11. Income Taxes
The Company files income tax returns in numerous U.S. and foreign jurisdictions, with returns subject to examination for varying periods, but generally back to and including the year ending March 30, 2019, although certain tax credits generated in earlier years are open under statute from March 29, 2008. The Company is no longer subject to U.S. federal tax examination by the Internal Revenue Service for years ending before March 30, 2019.
The effective income tax rates
for the three-month periods ended October 1, 2022 and October 2, 2021, were
The effective income tax rate
for the three-month period ended October 1, 2022 of
15
Income tax expense for the
six-month period ended October 1, 2022 was $
12. Reportable Segments
The Company operates through operating segments and reports its financial results based on how its chief operating decision maker makes operating decisions, assesses the performance of the business, and allocates resources. These reportable operating segments are Aerospace/Defense and Industrial and are described below.
Aerospace/Defense. This segment represents the end markets for the Company’s highly engineered bearings and precision components used in commercial aerospace, defense aerospace, and sea and ground defense applications.
Industrial. This segment represents the end markets for the Company’s highly engineered bearings and precision components used in various industrial applications including: power transmission; construction, mining, energy and specialized equipment manufacturing; semiconductor production equipment manufacturing; agricultural machinery, commercial truck and automotive manufacturing; and tool holding.
Segment performance is evaluated based on segment net sales and gross margin. Items not allocated to segment operating income include corporate administrative expenses and certain other amounts. Identifiable assets by reportable segment consist of those directly identified with the segment’s operations.
16
| Three Months Ended | Six Months Ended | |||||||||||||||
| October 1, 2022 | October 2, 2021 | October 1, 2022 | October 2, 2021 | |||||||||||||
| Net External Sales | ||||||||||||||||
| Aerospace/Defense | $ | $ | $ | $ | ||||||||||||
| Industrial | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Gross Margin | ||||||||||||||||
| Aerospace/Defense | $ | $ | $ | $ | ||||||||||||
| Industrial | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Selling, General & Administrative Expenses | ||||||||||||||||
| Aerospace/Defense | $ | $ | $ | $ | ||||||||||||
| Industrial | ||||||||||||||||
| Corporate | ||||||||||||||||
| $ | 57,519 | $ | 40,223 | $ | 113,347 | $ | 71,435 | |||||||||
| Operating Income | ||||||||||||||||
| Aerospace/Defense | $ | $ | $ | $ | ||||||||||||
| Industrial | ||||||||||||||||
| Corporate | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| $ | $ | $ | $ | |||||||||||||
| October 1, 2022 | April 2, 2022 | |||||||||||||||
| Total Assets | ||||||||||||||||
| Aerospace/Defense | $ | $ | ||||||||||||||
| Industrial | ||||||||||||||||
| Corporate | ||||||||||||||||
| $ | $ | |||||||||||||||
13. Dodge Acquisition
On November 1, 2021, the Company
completed the acquisition of Dodge for approximately $
In the acquisition, the Company
purchased
With offices in Greenville, South Carolina, Dodge is a leading manufacturer of mounted bearings, gearings and mechanical products with market-leading brand recognition. Dodge manufactures a complete line of mounted bearings, enclosed gearing and power transmission components across a diverse set of industrial end markets. Dodge primarily operates across the construction and mining aftermarket, and the food & beverage, warehousing and general machinery verticals, with sales predominately in the Americas.
17
Acquisition costs incurred
for the fiscal year ended April 2, 2022 totaled $
| November 1, 2021 | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable | ||||
| Inventory | ||||
| Prepaid expenses and other current assets | ||||
| Property, plant and equipment | ||||
| Operating lease assets | ||||
| Goodwill | ||||
| Other intangible assets | ||||
| Other noncurrent assets | ||||
| Accounts payable | ( | ) | ||
| Accrued rebates | ( | ) | ||
| Accrued expenses and other current liabilities | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Other noncurrent liabilities | ( | ) | ||
| Net assets acquired | ||||
| Less cash received | ||||
| Net consideration | $ | |||
The goodwill associated with
this acquisition is the result of expected synergies from combining the operations of the acquired business with the Company's operations,
and intangible assets that do not qualify for separate recognition, such as an assembled workforce. $
The fair value of the identifiable
intangible assets of $
The results of operations
for Dodge have been included in the Company’s financial statements for the period subsequent to the completion of the acquisition on November
1, 2021. Dodge contributed $
Upon closing, the Company
entered into a transition services agreement ("TSA") with ABB, pursuant to which ABB agreed to support the information technology,
human resources and benefits, finance, tax and treasury functions of the Dodge business for six to 12 months. Substantially all services
terminated on November 1, 2022. Costs associated with the TSA were $
14. Subsequent Events
On October 28, 2022, the Company
entered into a three-year USD-denominated interest rate swap (“the Swap”) from a third-party financial counterparty under
the New Credit Agreement (see Note 10). The Swap was executed to protect the Company from interest rate volatility on our variable-rate
Term Loan Facility. The Swap has an effective date of December 30, 2022 and is comprised of a $
Year 1: $
Year 2: $
Year 3: $
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 registrant 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) our results have been and are likely to continue to be impacted by the COVID-19 pandemic; (d) 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; (e) future reductions or changes in U.S. government spending could negatively affect our business; (f) 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; (g) 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; (h) 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; (i) the retirement of commercial aircraft could reduce our revenues, cash flows and profitability; (j) work stoppages and other labor problems could materially reduce our ability to operate our business; (k) unexpected equipment failures, catastrophic events or capacity constraints could increase our costs and reduce our sales due to production curtailments or shutdowns; (l) we may not be able to continue to make the acquisitions necessary for us to realize our growth strategy; (m) 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; (n) 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; (o) we depend heavily on our senior management and other key personnel, the loss of whom could materially affect our financial performance and prospects; (p) our international operations are subject to risks inherent in such activities; (q) currency translation risks may have a material impact on our results of operations; (r) we are subject to changes in legislative, regulatory and legal developments involving income and other taxes; (s) we may be required to make significant future contributions to our pension plan; (t) we may incur material losses for product liability and recall-related claims; (u) environmental and health and safety laws and regulations impose substantial costs and limitations on our operations, and environmental compliance may be more costly than we expect; (v) 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; (w) cancellation of orders in our backlog could negatively impact our revenues, cash flows and profitability; (x) if we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud; (y) litigation could adversely affect our financial condition; (z) changes in accounting standards or changes in the interpretations of existing standards could affect our financial results; (aa) risks associated with utilizing information technology systems could adversely affect our operations; (bb) our quarterly performance can be affected by the timing of government product inspections and approvals; (cc) we may not be able to efficiently integrate Dodge into our operations; (dd) we may fail to realize some or all of the anticipated benefits of the Dodge acquisition or those benefits may take longer to realize than expected; (ee) 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; and (ff) increases in interest rates would increase the cost of servicing the Term Loan Facility and could reduce our profitability. 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 the Annual Report on Form 10-K/A for the year ended April 2, 2022. 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, which appears elsewhere in this Quarterly Report.
19
Overview
We are a well-known international manufacturer and maker of highly engineered bearings and precision components. 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 56 facilities in 10 countries, of which 37 are manufacturing facilities, we have been able to significantly broaden our end markets, products, customer base and geographic reach.
Previously we operated under four reportable business segments – Plain Bearings, Roller Bearings, Ball Bearings, and Engineered Products – but the Dodge acquisition has resulted in a change in the internal organization of the Company and how our chief operating decision maker makes operating decisions, assesses the performance of the business, and allocates resources so that we now operate 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. |
Financial information for fiscal 2022 has been recast to conform to the new segment presentation.
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 October 1, 2022 increased 129.4% compared to the same period last fiscal year; excluding Dodge sales in the second quarter of fiscal 2023, net sales were up 9.9% period over period. The increase in net sales was a result of a 290.7% increase in our Industrial segment and 11.4% increase in our Aerospace/Defense segment. Excluding sales from Dodge, our Industrial segment increased 7.9% year over year. Our backlog, as of October 1, 2022, was $653.2 million compared to $603.1 million as of April 2, 2022.
20
We are continuing to see the recovery of the commercial aerospace business, which increased by 31.3% for the three-month period ended October 1, 2022 versus the same period last year. We anticipate this recovery to continue throughout the rest of the fiscal year and beyond. Orders have continued to grow as evidenced by our backlog. Defense sales, which represented approximately 32.3% of segment sales during the quarter, were down 15.3% year over year. This is in part due to the timing of delivery on parts that require government approval and/or completion of certain milestone achievements prior to invoicing.
The increase in our industrial sales reflects a pattern of sustained growth over the last year, with strong results in several areas. Our oil and gas business during the quarter continued a pattern of growth which is expected to continue into future periods. Other notable strengths in industrial were in semiconductor and general industrial markets.
The Company expects net sales to be approximately $348.0 million to $360.0 million in the third quarter of fiscal 2023.
We experienced strong cash flow generation during the second quarter of fiscal 2023 (as discussed in the section “Liquidity and Capital Resources” below). We expect this trend to continue throughout the fiscal year as customer demand continues to be significant. We believe that operating cash flows and available credit under the Revolving Credit Facility will provide adequate resources to fund internal growth initiatives for the foreseeable future, including at least the next 12 months. As of October 1, 2022, we had cash and cash equivalents of $88.5 million, of which approximately $25.2 million was cash held by our foreign operations.
Results of Operations
(dollars in millions)
| Three Months Ended | ||||||||||||||||
| October 1, 2022 | October 2, 2021 | $ Change | % Change | |||||||||||||
| Total net sales | $ | 369.2 | $ | 160.9 | $ | 208.3 | 129.4 | % | ||||||||
| Net income/(loss) available to common stockholders | $ | 38.1 | $ | (1.9 | ) | $ | 40.0 | 2,143.6 | % | |||||||
| Net income/(loss) per share available to common stockholders: diluted | $ | 1.31 | $ | (0.07 | ) | |||||||||||
| Weighted average common shares: diluted | 29,093,791 | 25,500,393 | ||||||||||||||
Our net sales for the three-month period ended October 1, 2022 increased 129.4% compared to the same period last fiscal year; excluding Dodge sales in the second quarter of fiscal 2023, net sales were up 9.9% year over year. Net sales in our Industrial segment increased 290.7% year over year; excluding Dodge, Industrial segment sales increased 7.9% year over year. This reflects a pattern of sustained growth, with strong results in areas including the semiconductor, mining, energy, and general industrial markets. Net sales in our Aerospace/Defense segment increased 11.4% year over year, led by commercial OEM, which was up 32.4% compared to the same period in the prior year while sales to the defense sector were down 15.3%. The increase in commercial aerospace reflects continued recovery in orders from large OEMs as build rates escalate and stability in the aftermarket. Defense sales were negatively impacted by the timing of delivery on parts that require government approval and/or completion of certain milestone achievements prior to invoicing.
Net income available to common stockholders for the second quarter of fiscal 2023 was $38.1 million compared to $1.9 million net loss for the same period last year. Net income for the second quarter of fiscal 2023 was affected by approximately $4.0 million of pre-tax transition services costs associated with the Dodge acquisition. Net loss for the second quarter of fiscal 2022 was affected by approximately $16.9 million of pre-tax costs associated with the acquisition of Dodge and $2.0 million of pre-tax restructuring costs primarily associated with consolidation efforts at one of our domestic manufacturing facilities.
21
| Six Months Ended | ||||||||||||||||
October 1, 2022 | October 2, 2021 | $ Change | % Change | |||||||||||||
| Total net sales | $ | 723.2 | $ | 317.1 | $ | 406.1 | 128.1 | % | ||||||||
| Net income available to common stockholders | $ | 69.7 | $ | 22.2 | $ | 47.5 | 214.5 | % | ||||||||
| Net income per share available to common stockholders: diluted | $ | 2.40 | $ | 0.87 | ||||||||||||
| Weighted average common shares: diluted | 29,020,403 | 25,632,845 | ||||||||||||||
Our net sales for the six-month period ended October 1, 2022 increased 128.1% compared to the same period last fiscal year; excluding Dodge sales in the first six months of fiscal 2023, net sales were up 11.5% year over year. Net sales in our Industrial segment increased 288.8% year over year; excluding Dodge, Industrial segment sales increased 12.5% year over year. This reflects a pattern of sustained growth, with strong results in areas including the semiconductor, mining, energy, and general industrial markets. Net sales in our Aerospace/Defense segment increased 10.7% year over year, led by commercial OEM, which was up 27.8% compared to the same period in the prior year while sales to the defense sector were down 9.6%. The increase in commercial aerospace reflects the recovery in build rates from large OEMs and stability in the aftermarket. Defense sales were negatively impacted by the timing of shipments associated with our marine business.
Net income available to common stockholders for the six months ended October 1, 2022 was $69.7 million compared to $22.2 million for the same period last year. Net income for the six-month period in fiscal 2023 was affected by approximately $7.7 million of pre-tax transition services costs associated with the Dodge acquisition. Net income for the six-month period in fiscal 2022 was affected by approximately $16.9 million of pre-tax costs associated with the acquisition of Dodge and $2.5 million of pre-tax restructuring costs primarily associated with consolidation efforts at one of our domestic manufacturing facilities.
Gross Margin
| Three Months Ended | ||||||||||||||||
October 1, 2022 | October 2, 2021 | $ Change | % Change | |||||||||||||
| Gross Margin | $ | 151.1 | $ | 62.5 | $ | 88.6 | 142.0 | % | ||||||||
| % of net sales | 40.9 | % | 38.8 | % | ||||||||||||
Gross margin was 40.9% of net sales for the second quarter of fiscal 2023 compared to 38.8% for the second quarter of fiscal 2022. The increase in gross margin as a percentage of net sales was driven by increased volumes and efficiencies achieved and approximately $0.9 million of restructuring costs associated with consolidation efforts at one of our domestic facilities during the second quarter of fiscal 2022.
| Six Months Ended | ||||||||||||||||
| October 1, 2022 | October 2, 2021 | $ Change | % Change | |||||||||||||
| Gross Margin | $ | 292.3 | $ | 126.2 | $ | 166.1 | 131.5 | % | ||||||||
| % of net sales | 40.4 | % | 39.8 | % | ||||||||||||
Gross margin was 40.4% of net sales for the first six months of fiscal 2023 compared to 39.8% for the same period last year. Gross margin for the six-month period of fiscal 2022 was impacted by approximately $0.9 million of restructuring costs associated with consolidation efforts at one of our domestic facilities.
22
Selling, General and Administrative
| Three Months Ended | ||||||||||||||||
October 1, 2022 | October 2, 2021 | $ Change | % Change | |||||||||||||
| SG&A | $ | 57.5 | $ | 40.2 | $ | 17.3 | 43.0 | % | ||||||||
| % of net sales | 15.6 | % | 25.0 | % | ||||||||||||
SG&A for the second quarter of fiscal 2023 was $57.5 million, or 15.6% of net sales, as compared to $40.2 million, or 25.0% of net sales, for the same period of fiscal 2022. The improvement in SG&A as a % of net sales is primarily due to $12.4 million less stock-based compensation expense recognized in the second quarter of fiscal 2023 compared to the prior year.
| Six Months Ended | ||||||||||||||||
October 1, 2022 | October 2, 2021 | $ Change | % Change | |||||||||||||
| SG&A | $ | 113.3 | $ | 71.4 | $ | 41.9 | 58.7 | % | ||||||||
| % of net sales | 15.7 | % | 22.5 | % | ||||||||||||
SG&A expenses increased by $41.9 million to $113.3 million for the first six months of fiscal 2023 compared to $71.4 million for the same period last year. SG&A for the first six months of fiscal 2023 included approximately $48.0 million of costs from the Dodge business and increases in professional fees and personnel costs, partially offset by a decrease in stock compensation expense.
Other, Net
| Three Months Ended | ||||||||||||||||
|
October 1, 2022 |
October 2, 2021 |
$ Change |
% Change |
|||||||||||||
| Other, net | $ | 21.6 | $ | 5.7 | $ | 15.9 | 281.3 | % | ||||||||
| % of net sales | 5.9 | % | 3.5 | % | ||||||||||||
Other operating expenses for the second quarter of fiscal 2023 totaled $21.6 million compared to $5.7 million for the same period last year. For the second quarter of fiscal 2023, other operating expenses included $4.0 million of TSA costs and other costs associated with the Dodge acquisition, $16.8 million of amortization of intangible assets, and $0.8 million of other items. For the second quarter of fiscal 2022, other operating expenses included $1.1 million of restructuring costs and related items, $2.8 million of amortization of intangible assets, $1.4 million of costs associated with the acquisition of Dodge and $0.4 million of other costs.
| Six Months Ended | ||||||||||||||||
|
October 1, 2022 |
October 2, 2021 |
$ Change |
% Change |
|||||||||||||
| Other, net | $ | 42.5 | $ | 8.9 | $ | 33.6 | 376.3 | % | ||||||||
| % of net sales | 5.9 | % | 2.8 | % | ||||||||||||
23
Other operating expenses for the first six months of fiscal 2023 totaled $42.5 million compared to $8.9 million for the same period last year. For the first six months of fiscal 2023, other operating expenses were comprised mainly of $7.8 million of TSA costs and other costs associated with the Dodge acquisition, $34.1 million of amortization of intangible assets, and $0.6 million of other items. For the first six months of fiscal 2022, other operating expenses were comprised mainly of $5.4 million in amortization of intangibles, $1.6 million of restructuring and related items, $1.4 million of costs associated with the acquisition of Dodge, and $0.5 million of other items.
Interest Expense, Net
| Three Months Ended | ||||||||||||||||
|
October 1, 2022 |
October 2, 2021 |
$ Change |
% Change |
|||||||||||||
| Interest expense, net | $ | 18.3 | $ | 15.8 | $ | 2.5 | 16.2 | % | ||||||||
| % of net sales | 5.0 | % | 9.8 | % | ||||||||||||
Interest expense, net, generally consists of interest charged on the Company’s debt agreements and amortization of deferred financing fees, offset by interest income (see “Liquidity and Capital Resources” below). Interest expense, net, was $18.3 million for the second quarter of fiscal 2023 compared to $15.8 million for the same period last year. The Company incurred approximately $15.5 million in costs associated with the amortization of fees for a bridge financing commitment established in connection with the Dodge acquisition during the second quarter of fiscal 2022, which was replaced with the Term Loan Facility and Senior Notes in the third quarter of fiscal 2022. The increase in interest expense was primarily due to the increase in LIBOR during the second quarter of fiscal 2023.
| Six Months Ended | ||||||||||||||||
|
October 1, 2022 |
October 2, 2021 |
$ Change |
% Change |
|||||||||||||
| Interest expense, net | $ | 34.1 | $ | 16.1 | $ | 18.0 | 112.1 | % | ||||||||
| % of net sales | 4.7 | % | 5.1 | % | ||||||||||||
Interest expense, net was $34.1 million for the first six months of fiscal 2023 compared to $16.1 million for the first six months of fiscal 2022. The Company incurred approximately $15.5 million in costs associated with the amortization of fees for a bridge financing commitment established in association with the Dodge acquisition during the second quarter of fiscal 2022, which was replaced with the Term Loan Facility and Senior Notes in the third quarter of fiscal 2022. The increase in interest expense was primarily due interest we are now incurring related to the debt disclosed within Item 1, Part I, Note 10 of this report.
Other Non-Operating Expense/(Income)
| Three Months Ended | ||||||||||||||||
|
October 1, 2022 |
October 2, 2021 |
$ Change |
% Change |
|||||||||||||
| Other non-operating expense /(income) | $ | 0.2 | $ | (0.3 | ) | $ | 0.5 | (163.2 | )% | |||||||
| % of net sales | 0.0 | % | (0.2 | )% | ||||||||||||
Other non-operating expenses were $0.2 million for the second quarter of fiscal 2023 compared to $0.3 million of income for the same period in the prior year. For the second quarter of fiscal 2023, other non-operating expenses were primarily comprised of $0.4 million of post-retirement benefit costs, partially offset by $0.2 million of foreign exchange gain. For the second quarter of fiscal 2022, other non-operating income was comprised of $0.5 million of income associated with short-term marketable securities partially offset by $0.1 million of foreign exchange loss and $0.1 million of other items.
24
| Six Months Ended | ||||||||||||||||
|
October 1, 2022 |
October 2, 2021 |
$ Change |
% Change |
|||||||||||||
| Other non-operating expense /(income) | $ | 1.0 | $ | (0.8 | ) | $ | 1.8 | (225.8 | )% | |||||||
| % of net sales | 0.1 | % | (0.2 | )% | ||||||||||||
Other non-operating expenses were $1.0 million for the first six months of fiscal 2023 compared to $0.8 million of income for the same period in the prior year. For the first six months of fiscal 2023, other non-operating expenses were comprised of $1.4 million of post-retirement benefit costs, partially offset by $0.4 million of foreign exchange gain. For the first six months of fiscal 2022, other non-operating income was comprised of $1.2 million of income associated with short-term marketable securities partially offset by $0.1 million of foreign exchange loss and $0.3 million of other items.
Income Taxes
| Three Months Ended | ||||||||
|
October 1, 2022 |
October 2, 2021 |
|||||||
| Income tax expense | $ | 9.7 | $ | 2.4 | ||||
| Effective tax rate | 18.1 | % | 223.5 | % | ||||
Income tax expense for the three-month period ended October 1, 2022 was $9.7 million compared to $2.4 million for the three-month period ended October 2, 2021. Our effective income tax rate for the three-month period ended October 1, 2022 was 18.1% compared to 223.5% for the three-month period ended October 2, 2021. The effective income tax rate for the three-month period ended October 1, 2022 of 18.1% includes $2.4 million of tax benefits associated with share-based compensation and $0.2 million of other items. The effective income tax rate without discrete items would have been 22.9%. The effective income tax rate for the three-month period ended October 2, 2021 of 223.5% included $0.1 million of tax benefits associated with share-based compensation offset by the establishment of a $1.9 million valuation allowance for capital loss carryforwards we do not expect to recognize and $0.1 million of other items. The effective income tax rate without discrete items for the three-month period ended October 2, 2021 would have been 53.5%. The effective income tax rate without discrete items differed from the statutory rate primarily due to nondeductible share-based compensation expense recognized in the period and R&D credits.
| Six Months Ended | ||||||||
|
October 1, 2022 |
October 2, 2021 |
|||||||
| Income tax expense | $ | 20.2 | $ | 7.9 | ||||
| Effective tax rate | 19.9 | % | 25.8 | % | ||||
Income tax expense for the six-month period ended October 1, 2022 was $20.2 million compared to $7.9 million for the six-month period ended October 2, 2021. Our effective income tax rate for the six-month period ended October 1, 2022 was 19.9% compared to 25.8% for the six-month period ended October 2, 2021. The effective income tax rate for the six-month period ended October 1, 2022 of 19.9% includes $3.0 million of tax benefits associated with share-based compensation partially offset by $0.2 million of discrete tax expense primarily associated with establishing a valuation allowance on a loss carryforward; the effective income tax rate without these benefits and other items would have been 23.0%. The effective income tax rate for the six-month period ended October 2, 2021 of 25.8% includes $2.2 million of tax benefits associated with share-based compensation offset by the establishment of a $1.9 million valuation allowance for capital loss carryforwards we don’t expect to recognize and $0.1 million of other items. The effective income tax rate without these benefits and other items for the six-month period ended October 2, 2021 would have been 27.2%.
25
Segment Information
We previously reported our financial results under four operating segments (Plain Bearings; Roller Bearings; Ball Bearings; and Engineered Products), but the Dodge acquisition has resulted in a change in the internal organization of the Company and how our chief operating decision maker makes operating decisions, assesses the performance of the business, and allocates resources. Accordingly, we will now report our financial results under two operating segments: Aerospace/Defense; and Industrial. Financial information for fiscal 2022 has been recast to conform to the new segment presentation. We use gross margin as the primary measurement to assess the financial performance of each reportable segment.
Aerospace/Defense Segment
| Three Months Ended | ||||||||||||||||
|
October 1, 2022 |
October 2, 2021 |
$ Change |
% Change |
|||||||||||||
| Total net sales | $ | 103.5 | $ | 92.9 | $ | 10.6 | 11.4 | % | ||||||||
| Gross margin | $ | 41.0 | $ | 36.6 | $ | 4.4 | 12.2 | % | ||||||||
| % of segment net sales | 39.6 | % | 39.4 | % | ||||||||||||
| SG&A | $ | 7.4 | $ | 7.2 | $ | 0.2 | 2.5 | % | ||||||||
| % of segment net sales | 7.2 | % | 7.8 | % | ||||||||||||
Net sales increased $10.6 million, or 11.4%, for the three months ended October 1, 2022 compared to the same period last year. Commercial aerospace increased during the period 31.3% year over year. The commercial OEM business was up 32.4%, demonstrating continued recovery as build rates and orders escalate in the OEM markets. Our defense markets, which represented approximately 32.3% of segment sales, decreased by approximately 15.3% during the period. These markets were impacted by the timing of deliveries to certain government customers which require sign off or achievement of certain milestones prior to shipment. Overall distribution and aftermarket sales, which represent 18.4% of segment sales, increased 14.9% year over year.
Gross margin as a percentage of segment net sales was 39.6% for the second quarter of fiscal 2023 compared to 39.4% for the same period last year. The increase in gross margin as a percentage of net sales was driven by increased volumes and greater cost efficiencies achieved in our plants during the period.
| Six Months Ended | ||||||||||||||||
|
October 1, 2022 |
October 2, 2021 |
$ Change |
% Change |
|||||||||||||
| Total net sales | $ | 202.9 | $ | 183.3 | $ | 19.6 | 10.7 | % | ||||||||
| Gross margin | $ | 79.6 | $ | 75.2 | $ | 4.4 | 5.9 | % | ||||||||
| % of segment net sales | 39.2 | % | 41.0 | % | ||||||||||||
| SG&A | $ | 14.9 | $ | 14.5 | $ | 0.4 | 2.8 | % | ||||||||
| % of segment net sales | 7.4 | % | 7.9 | % | ||||||||||||
Net sales increased $19.6 million, or 10.7%, for the six months ended October 1, 2022 compared to the same period last year. The 10.7% increase was primarily driven by a 25.0% increase in our commercial aerospace market, both OEM and aftermarket, while our defense market was down 9.6% year over year due to the timing of shipments related to our marine business. During the year, we have noted improvement in the sales and orders to our commercial aerospace customers as build rates continue to grow. Our backlog and recent results reflect the early stages of this process which we expect to continue to see in upcoming quarters. Overall distribution and aftermarket sales were up 8.6% year over year.
26
Gross margin as a percentage of net sales decreased to 39.2% for the first six months of fiscal 2023 compared to 41.0% for the same period last year. The decrease in gross margin percentage is due to product mix.
Industrial Segment
| Three Months Ended | ||||||||||||||||
|
October 1, 2022 |
October 2, 2021 |
$ Change |
% Change |
|||||||||||||
| Total net sales | $ | 265.6 | $ | 68.0 | $ | 197.6 | 290.7 | % | ||||||||
| Gross margin | $ | 110.1 | $ | 25.8 | $ | 84.3 | 325.4 | % | ||||||||
| % of segment net sales | 41.5 | % | 38.1 | % | ||||||||||||
| SG&A | $ | 30.1 | $ | 6.0 | $ | 24.1 | 408.6 | % | ||||||||
| % of segment net sales | 11.3 | % | 8.7 | % | ||||||||||||
Net sales increased $197.6 million, or 290.7%, for the three months ended October 1, 2022 compared to the same period last year. The increase was primarily due to three months of Dodge sales in fiscal 2023 and continued strong performance across the majority of our industrial markets. Excluding Dodge sales of $192.3 million, net sales increased $5.3 million, or 7.9%, period over period. This increase was driven by performance in semiconductor, energy, mining, and the general industrial markets. Sales to distribution and the aftermarket reflected 67.0% of our quarterly industrial sales. These distribution and aftermarket sales increased 637.2% compared to the same quarter in the prior year and 0.6% organically.
Gross margin for the three months ended October 1, 2022 was 41.5% of net sales, compared to 38.1% in the comparable period in fiscal 2022. The improved gross margin is due to price increases and also the unfavorable impact of $0.9 million of restructuring costs associated with consolidation efforts at one of our domestic facilities in the second quarter of fiscal 2022.
| Six Months Ended | ||||||||||||||||
|
October 1, 2022 |
October 2, 2021 |
$ Change |
% Change |
|||||||||||||
| Total net sales | $ | 520.3 | $ | 133.8 | $ | 386.5 | 288.8 | % | ||||||||
| Gross margin | $ | 212.7 | $ | 51.0 | $ | 161.7 | 316.8 | % | ||||||||
| % of segment net sales | 40.9 | % | 38.1 | % | ||||||||||||
| SG&A | $ | 60.1 | $ | 11.7 | $ | 48.4 | 415.0 | % | ||||||||
| % of segment net sales | 11.5 | % | 8.7 | % | ||||||||||||
Net sales increased $386.5 million, or 288.8%, for the six months ended October 1, 2022 compared to the same period last year. The increase was primarily due to six months of Dodge sales in fiscal 2023 and strong performance across our industrial markets. Excluding Dodge sales, net sales increased $16.8 million, or 12.5%, period over period. Sales to distribution and the aftermarket increased 601.0% over last year, and 6.1% on an organic basis. The overall segment increase, excluding the addition of Dodge, was driven by performance in semiconductor, energy, mining, and the general industrial markets.
27
Gross margin for the six months ended October 1, 2022 was 40.9% of net sales, compared to 38.1% in the same period in fiscal 2022. The increase in gross margin is driven by price increases and the fact that gross margin for the first six months of fiscal 2022 included the unfavorable impact of $0.9 million of restructuring costs associated with consolidation efforts at one of our domestic facilities.
Corporate
| Three Months Ended | ||||||||||||||||
October 1, 2022 | October 2, 2021 | $ Change | % Change | |||||||||||||
| SG&A | $ | 20.0 | $ | 27.0 | $ | (7.0 | ) | (26.2 | )% | |||||||
| % of total net sales | 5.4 | % | 16.8 | % | ||||||||||||
Corporate SG&A was $20.0 million, or 5.4% of sales for the second quarter of fiscal 2023 compared to $27.0 million, or 16.8% of sales for the same period last year. The year over year decrease was primarily due to a decrease in stock compensation expense, partially offset by increases in other personnel costs and professional fees.
| Six Months Ended | ||||||||||||||||
October 1, 2022 | October 2, 2021 | $ Change | % Change | |||||||||||||
| SG&A | $ | 38.3 | $ | 45.2 | $ | (6.9 | ) | (15.3 | )% | |||||||
| % of total net sales | 5.3 | % | 14.3 | % | ||||||||||||
Corporate SG&A decreased $6.9 million for the six months ended October 1, 2022 compared to the same period last year due to a decrease in stock compensation expense, partially offset by increases in other personnel costs and professional fees.
Liquidity and Capital Resources
(dollars in millions in tables)
Our business is capital-intensive. Our capital requirements include manufacturing equipment and materials. In addition, we have historically fueled our growth, in part, through acquisitions, including the Dodge acquisition completed on November 1, 2021. 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 sale of equity to investors. We believe that operating cash flows and available credit under the Revolving Credit Facility will provide adequate resources to fund internal growth initiatives for the foreseeable future. For further discussion regarding the funding of the Dodge acquisition, refer to Part I, Item 1 – Note 13.
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 prices for steel and our ability to pass through 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 those operations. Although we believe our operations would not be materially impaired by such dispositions, relocations or consolidations, we could incur significant cash or non-cash charges in connection with them.
28
Liquidity
As of October 1, 2022, we had cash and cash equivalents of $88.5 million of which approximately $25.2 million was cash held by our foreign operations. We expect that our undistributed foreign earnings will be re-invested indefinitely for working capital, internal growth and acquisitions for and by our foreign subsidiaries.
Domestic Credit Facility
On November 1, 2021 RBC Bearings Incorporated, our top holding company, and our Roller Bearing Company of America, Inc. subsidiary (“RBCA”) entered into a Credit Agreement (the “New 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, and terminated the Company’s prior Credit Agreement, which was entered into with Wells Fargo in 2015 (the “2015 Credit Agreement”). The New Credit Agreement provides the Company with (a) a $1,300.0 million term loan facility (the “Term Loan Facility”), which was used to fund a portion of the cash purchase price for the acquisition of Dodge and to pay related fees and expenses, and (b) a $500.0 million revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Facilities”). Debt issuance costs associated with the New Credit Agreement totaled $14.9 million and will be amortized over the life of the New Credit Agreement.
Amounts outstanding under the Facilities generally bear interest at either, at the Company’s option, (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 1/2 of 1.00% and (iii) the one-month LIBOR rate plus 1.00% or (b) the LIBOR rate plus a specified margin, depending on the type of borrowing being made. The applicable margin is based on the Company’s consolidated ratio of total net debt to consolidated EBITDA from time to time. Currently, the Company’s margin is 0.50% for base rate loans and 1.50% for LIBOR rate loans. The Facilities are subject to a “LIBOR” floor of 0.00% and contain “hard-wired” LIBOR replacement provisions as set forth in the New Credit Agreement. As of October 1, 2022, the Company’s commitment fee rate is 0.20% and the letter of credit fee rate was 1.50%.
The Term Loan Facility will mature on November 2, 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. The required future principal payments on the Term Loan Facility are $0 for the remainder of fiscal 2023, $0 for fiscal 2024, and $0 for fiscal 2025, due to prepayments previously made, and approximately $87.5 million for fiscal 2026, and $942.5 million for fiscal 2027. The Revolving Credit Facility will mature on November 2, 2026, at which time all amounts outstanding under the Revolving Credit Facility will be payable.
The New Credit Agreement requires the Company to comply with various covenants, including the following financial covenants: (a) a maximum Total Net Leverage Ratio of 5.50:1.00, which maximum Total Net Leverage Ratio shall decrease during certain subsequent test periods as set forth in the New 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 October 1, 2022, the Company was in compliance with all debt covenants.
The New 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 New Credit Agreement.
The Company’s domestic subsidiaries have guaranteed the Company’s obligations under the New Credit Agreement, and the Company’s obligations and the domestic subsidiaries’ guaranty are secured by a pledge of substantially all of the domestic assets of the Company and its domestic subsidiaries.
As of October 1, 2022, $1,030.0 million was outstanding under the Term Loan Facility and approximately $3.7 million of the Revolving Credit Facility was being utilized to provide letters of credit to secure the Company’s obligations relating to certain insurance programs, and the Company had the ability to borrow up to an additional $496.3 million under the Revolving Credit Facility.
29
Senior Notes
On October 7, 2021, RBCA issued $500.0 million aggregate principal amount of 4.375% Senior Notes due 2029 (the “Senior Notes”). The net proceeds from the issuance of the Senior Notes were approximately $492.0 million after deducting initial purchasers’ discounts and commissions and offering expenses. On November 1, 2021, the Company used the proceeds to fund a portion of the cash purchase price for the acquisition of Dodge.
The Senior Notes were issued pursuant to an indenture with Wilmington Trust, National Association, as trustee (the “Indenture”). The Indenture contains covenants limiting the ability of the Company to (i) incur additional indebtedness or guarantee indebtedness, (ii) declare or pay dividends, redeem stock or make other distributions to stockholders, (iii) make investments, (iv) create liens or use assets as security in other transactions, (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of its assets, (vi) enter into transactions with affiliates, and (vii) sell or transfer certain assets. These covenants contain various exceptions, limitations and qualifications. At any time that the Senior Notes are rated investment grade, certain of these covenants will be suspended.
The Senior Notes are guaranteed jointly and severally on a senior unsecured basis by RBC Bearings and certain of RBCA’s existing and future wholly owned domestic subsidiaries that also guarantee the New Credit Agreement.
Interest on the Senior Notes accrues at a rate of 4.375% and is payable semi–annually in cash in arrears on April 15 and October 15 of each year
The Senior Notes will mature on October 15, 2029. The Company may redeem some or all of the Senior Notes at any time on or after October 15, 2024 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may also redeem up to 40% of the Senior Notes using the proceeds of certain equity offerings completed before October 15, 2024, at a redemption price equal to 104.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to October 15, 2024, the Company may redeem some or all of the Senior Notes at a price equal to 100% of the principal amount, plus a “make–whole” premium, 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 Term Loan and Revolving Credit Facility
On August 15, 2019, one of our foreign subsidiaries, Schaublin SA (“Schaublin”), entered into two separate credit agreements (the “Foreign Credit Agreements”) with Credit Suisse (Switzerland) Ltd. to (i) finance the acquisition of Swiss Tool, and (ii) provide future working capital. The Foreign Credit Agreements provided Schaublin with a CHF 15.0 million (approximately $15.4 million) term loan (the “Foreign Term Loan”), which was extinguished in February 2022 and a CHF 15.0 million (approximately $15.4 million) revolving credit facility (the “Foreign Revolver”), which was terminated as of October 1, 2022.
Cash Flows
Six-month Period Ended October 1, 2022 Compared to the Six-month Period Ended October 2, 2021
The following table summarizes our cash flow activities:
| FY23 | FY22 | $ Change | ||||||||||
| Net cash provided by/(used in): | ||||||||||||
| Operating activities .. | $ | 88.4 | $ | 93.5 | $ | (5.1 | ) | |||||
| Investing activities | 0.4 | 83.6 | (83.2 | ) | ||||||||
| Financing activities | (179.9 | ) | 1,020.3 | (1,200.2 | ) | |||||||
| Effect of exchange rate changes on cash | (3.3 | ) | 0.1 | (3.4 | ) | |||||||
| Increase/(decrease) in cash and cash equivalents | $ | (94.4 | ) | $ | 1,197.5 | $ | (1,291.9 | ) | ||||
30
During the first six months of fiscal 2023, we generated cash of $88.4 million from operating activities compared to $93.5 million of cash generated during the same period of fiscal 2022. The decrease of $5.1 million for fiscal 2023 was mainly a result of the unfavorable impact of a net change in operating assets and liabilities of $66.9 million, partially offset by a favorable change in non-cash activity of $3.2 million and an increase in net income of $58.6 million. The unfavorable change in operating assets and liabilities is detailed in the table below, while the increase in non-cash charges resulted from a $40.2 million increase in depreciation and amortization, partially offset by unfavorable changes of $15.8 million of share-based compensation charges, $11.3 million of amortization of deferred financing costs, $7.8 million in deferred taxes, and $2.1 million of consolidation, restructuring, and other noncash charges.
The following chart summarizes the unfavorable change in operating assets and liabilities of $66.9 million for fiscal 2023 versus fiscal 2022 and the favorable change of $14.0 million for fiscal 2022 versus fiscal 2021.
| FY23 | FY22 | |||||||
| Cash provided by/(used in): | ||||||||
| Accounts receivable | $ | 8.6 | $ | (20.6 | ) | |||
| Inventory | (38.0 | ) | (2.2 | ) | ||||
| Prepaid expenses and other current assets | (0.9 | ) | (9.3 | ) | ||||
| Other noncurrent assets | 6.5 | 5.6 | ||||||
| Accounts payable | (19.9 | ) | 22.8 | |||||
| Accrued expenses and other current liabilities | (11.6 | ) | 18.1 | |||||
| Other noncurrent liabilities | (11.6 | ) | (0.4 | ) | ||||
| Total change in operating assets and liabilities: | $ | (66.9 | ) | $ | 14.0 | |||
During the first six months of fiscal 2023, we generated $0.4 million in investing activities as compared to generating $83.6 million during the first six months of fiscal 2022. This decrease in cash generated was attributable to $120.5 million less in proceeds from sale of marketable securities and an increase in capital expenditures of $16.2 million, partially offset by a $30.0 million decrease in purchases of marketable securities, $0.5 million increase in proceeds from the sale of assets and Dodge acquisition purchase price adjustments of $23.0 million.
During the first six months of fiscal 2023, we used $179.9 million in financing activities compared to $1,020.3 million generated during the first six months of fiscal 2022. This decrease from cash generated to cash used was primarily attributable to $605.7 million proceeds from the issuance of common stock during
the first six months of fiscal 2022, $445.5 million proceeds from the issuance of preferred stock during the first six months of fiscal 2022, $161.1 million more payments made on outstanding debt, $11.5 million cash dividends paid on preferred stock, $6.8 million fewer exercises of share-based awards, and $2.2 million in principal payments made on finance lease obligations during the current fiscal year, partially offset by $32.2 million less in finance fees paid in connection with credit facilities and term loans and $0.4 million fewer repurchases of common stock.
Capital Expenditures
Our capital expenditures were $15.2 million and $23.1 million for the three- and six-month periods ended October 1, 2022, respectively. We expect to make additional capital expenditures of $15.0 million to $20.0 million during the remainder of fiscal 2023 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.
31
Obligations and Commitments
The Company’s fixed contractual obligations and commitments are primarily comprised of our debt obligations disclosed in Part I, Item 1- Note 10 of this report. We also have lease obligations which are materially consistent with what we disclosed in our Form 10-K/A for the fiscal year ended April 2, 2022.
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 fiscal 2022 Annual Report on Form 10-K/A 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 have been no significant changes in our critical accounting estimates during the first six months of fiscal 2023.
Off-Balance Sheet Arrangements
As of October 1, 2022, we had no significant off-balance sheet arrangements other than $3.7 million of outstanding standby letters of credit, all of which were under the Revolving Credit Facility.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, which 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 Facility. 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 14 in Part I, Item I of this report, we entered into an interest rate swap on October 28, 2022.
Foreign Currency Exchange Rates. 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 – euro | ● Switzerland – Swiss franc | |
| ● Germany – euro |
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% of our net sales were impacted by foreign currency fluctuations for both the three- and six-month periods ended October 1, 2022, compared to 9% for both the three- and six-month periods ended October 2, 2021. Foreign currency transaction exposure arises primarily from the transfer of foreign currency from one subsidiary to another within the group, and to foreign currency denominated trade receivables. Unrealized currency translation gains and losses are recognized upon translation of the foreign operations’ balance sheets to U.S. dollars. Because our financial statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, an impact on our earnings. We periodically enter into derivative financial instruments in the form of forward exchange contracts to reduce the effect of fluctuations in exchange rates on certain third-party sales transactions denominated in non-functional currencies. Based on the accounting guidance related to derivatives and hedging activities, we record derivative financial instruments at fair value. For derivative financial instruments designated and qualifying as cash flow hedges, the effective portion of the gain or loss on these hedges is reported as a component of accumulated other comprehensive income, and is reclassified into earnings when the hedged transaction affects earnings. As of October 1, 2022, we had no derivatives. As discussed in Note 14 in Part I, Item I of this report, we entered into an interest rate swap on October 28, 2022.
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Item 4. Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of October 1, 2022. This evaluation excluded the Dodge business acquired on November 1, 2021 as we are currently in the process of integrating the internal controls and procedures of Dodge into our internal controls over financial reporting. As provided under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the SEC, we will include the internal controls and procedures of Dodge in our annual assessment of the effectiveness of internal control over financial reporting for our 2023 fiscal year.
Remediation of Material Weakness
To address the previously reported material weakness in internal control over financial reporting described in Part I, Item 4 of the Company’s Form 10-Q for the quarterly period ended July 2, 2022, the Company enhanced and revised the design of existing controls and procedures to properly review employment agreements involving equity awards to ensure they are accounted for in accordance with the latest accounting pronouncements. The Company’s internal audit department will test the operating effectiveness of management’s controls during the fiscal year.
Changes in Internal Control over Financial Reporting
Except for the changes related to the Company's remediation efforts described above, there has been no change in the Company’s internal control over financial reporting that occurred during the second quarter of fiscal 2023 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 Securities Exchange Act of 1934).
As discussed in Note 13 included in Part I, Item 1 of this report, we acquired Dodge on November 1, 2021. We are currently in the process of integrating the internal controls and procedures of Dodge into our internal controls over financial reporting. As provided under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the SEC, we will include the internal controls and procedures of Dodge in our annual assessment of the effectiveness of our internal control over financial reporting for our 2023 fiscal year.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in litigation and administrative proceedings, which arise in the ordinary course of our business. We do not believe that any litigation or proceeding in which we are currently involved, either individually or in the aggregate, is likely to have a material adverse effect on our business, financial condition, operating results, cash flow or prospects.
Item 1A. Risk Factors
There have been no material changes to our risk factors and uncertainties since the filing of our Form 10-K/A filed with the SEC on August 5, 2022. For a discussion of the risk factors, refer to Part I, Item 2, “Cautionary Statement as to Forward-Looking Information” contained in this quarterly report and Part I, Item 1A, “Risk Factors,” contained in the Company’s Annual Report on Form 10-K/A for the fiscal year ended April 2, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Use of Proceeds
Not applicable.
Issuer Purchases of Equity Securities
In 2019, our Board of Directors authorized us to repurchase up to $100.0 million of our common stock from time to time on the open market, in block trade transactions, and through privately negotiated transactions, in compliance with SEC Rule 10b-18 depending on market conditions, alternative uses of capital, and other relevant factors. Purchases may be commenced, suspended, or discontinued at any time without prior notice.
Total share repurchases under the 2019 plan for the three months ended October 1, 2022 are as follows:
| Period | Total number of shares purchased | Average price paid per share | Number of shares purchased as part of the publicly announced program | Approximate dollar value of shares still available to be purchased under the program (000’s) | ||||||||||||
| 07/03/2022 – 07/30/2022 | — | $ | — | — | $ | 73,069 | ||||||||||
| 07/31/2022 – 08/27/2022 | 63 | 236.00 | 63 | 73,054 | ||||||||||||
| 08/28/2022 – 10/01/2022 | — | — | — | $ | 73,054 | |||||||||||
| Total | 63 | $ | 236.00 | 63 | ||||||||||||
During the second quarter of fiscal 2023, we did not issue any common stock that was not registered under the Securities Act of 1933.
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Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
Exhibit |
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 as Inline XBRL 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RBC Bearings Incorporated | ||
| (Registrant) | ||
| By: | /s/ Michael J. Hartnett | |
| Name: | Michael J. Hartnett | |
| Title: | Chief Executive Officer | |
| Date: | November 10, 2022 | |
| By: | /s/ Robert M. Sullivan | |
| Name: | Robert M. Sullivan | |
| Title: | Chief Financial Officer | |
| Date: | November 10, 2022 |
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EXHIBIT INDEX
Exhibit |
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 as Inline XBRL 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing. |
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Exhibit 31.01
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Hartnett, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of RBC Bearings Incorporated; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which 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 financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for 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 caused such 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 which this 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 regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and |
| c) | evaluated the effectiveness of the registrant’s disclosure controls 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’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, 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 committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 10, 2022 | 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-OXLEY ACT OF 2002
I, Robert M. Sullivan, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of RBC Bearings Incorporated; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which 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 financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for 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 caused such 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 which this 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 regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and |
| c) | evaluated the effectiveness of the registrant’s disclosure controls 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’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, 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 committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 10, 2022 | 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 President and Chief Executive Officer of RBC Bearings Incorporated (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies that:
| (i) | the Quarterly Report on Form 10-Q for the period ended October 1, 2022 of the Company (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the 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: November 10, 2022 | |
| /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 Financial Officer, 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 ended October 1, 2022 of the Company (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the 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: November 10, 2022 | |
| /s/ Robert M. Sullivan | |
| Robert M. Sullivan | |
| Vice President and Chief Financial Officer |