UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
for the quarterly period ended March 31, 2025 or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number 001-07283
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices)
(608 ) 364-8800
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| 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. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☒
On May 1, 2025 the registrant had outstanding 66,335,575 shares of common stock, $0.01 par value per share.
REGAL REXNORD CORPORATION
INDEX
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2
CAUTIONARY STATEMENT
All statements in this report, other than those relating to historical facts, are “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “believe,” “confident,” “estimate,” “expect,” “intend,” “aim,” “seek,” “target,” “plan,” “may,” “will,” “would,” “project,” “forecast,” “predict,” “could,” “should,” and similar expressions including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. Forward-looking statements include, but are not limited to, statements about future financial and operating results, future strategic plans and objectives, future operational, capital or financing activities, and expected market or macroeconomic trends. Important factors that could cause actual results to differ materially from those presented or implied in the forward-looking statements in this report include, without limitation:
•the possibility that the Company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the sale of the Industrial Motors and Generators businesses in 2024, the acquisition of Altra Industrial Motion Corp. in 2023 (the "Altra Transaction"), and the merger with the Rexnord Process & Motion Control business in 2021 (the “Rexnord PMC business”) within the expected time-frames or at all and to successfully integrate Altra Industrial Motion Corp. (“Altra”) and the Rexnord PMC business;
•the Company’s substantial indebtedness as a result of the Altra Transaction and the effects of such indebtedness on the Company’s financial flexibility;
•the Company’s ability to achieve its objectives on reducing its indebtedness on the desired timeline or at all;
•dependence on key suppliers and the potential effects of supply disruptions;
•fluctuations in commodity prices and raw material costs as a result of, among other things, changes to trade policies, imposition of tariffs, and other governmental regulations affecting trade;
•any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects;
•unanticipated operating costs, customer loss and business disruption or the Company’s inability to forecast customer needs;
•the Company's ability to retain key executives and employees;
•uncertainties regarding the Company's ability to execute its restructuring/strategic plans within expected costs and timing or at all;
•challenges to the tax treatment that was elected with respect to the merger with the Rexnord PMC business and related transactions;
•actions taken by competitors and their ability to effectively compete in the increasingly competitive global industries and markets;
•the Company's ability to develop new products based on technological innovation, such as the Internet of Things and artificial intelligence, and marketplace acceptance of new and existing products;
•dependence on significant customers and distributors;
•risks associated with climate change, including unexpected weather events in markets in which we do business, and uncertainty regarding the Company's ability to deliver on its sustainability commitments and/or to meet related investor, customer and other third party expectations relating to the Company's sustainability efforts and risks associated with rapidly evolving sustainability regulations;
•changes to and uncertainty in trade policy, including tariffs on imports into the US from Canada, Mexico, China, and other countries, and retaliatory tariffs and import/export restrictions, including Chinese export restrictions on certain rare earth minerals, or other trade restrictions imposed by the US or other governments;
•risks associated with global manufacturing, including risks associated with public health crises and political, societal or economic instability, including instability caused by ongoing geopolitical conflicts;
•issues and costs arising from the integration of acquired companies and businesses;
•prolonged declines or disruptions in one or more markets, including disruptions caused by labor disputes or other labor activities, natural disasters, terrorism, acts of war, international conflicts, pandemics and political and government actions;
•risks associated with excess or obsolete inventory charges, including related write-offs or write-downs;
3
•economic changes in global markets, such as reduced demand for products, currency exchange rates, inflation rates, interest rates, recession, government policies, including policy changes affecting taxation, trade, tariffs, import/export regulations, immigration, customs, border actions and the like, and other external factors that the Company cannot control;
•product liability, asbestos and other litigation, or claims by end users, government agencies or others that products or customers' applications failed to perform as anticipated;
•unanticipated liabilities of acquired businesses;
•unanticipated adverse effects or liabilities from restructuring activities, business optimization initiatives, business exits or divestitures;
•the Company's ability to identify and execute on future mergers and acquisitions (“M&A”) opportunities, or other strategic transactions;
•the impact of such M&A or other transactions on the Company's results, operations and financial condition, including the impact from costs to execute and finance any such transactions;
•unanticipated costs or expenses that may be incurred related to product warranty issues, recalls or reworks;
•infringement of intellectual property by third parties, challenges to intellectual property, and claims of infringement on third party technologies;
•risks related to foreign currency fluctuations or changes in global commodity prices or interest rates;
•effects on earnings of any significant impairment of goodwill;
•losses from failures, breaches, attacks or disclosures involving information technology infrastructure and data;
•costs and unanticipated liabilities arising from rapidly evolving laws and regulations, including data privacy laws, labor and employment laws, environmental laws and regulations, and tax laws and regulation; and
•risks associated with stock price volatility;
and other factors that can be found in our filings with the Securities and Exchange Commission (the "SEC"), including our most recent periodic reports filed on Form 10-K and Form 10-Q, which are available on our Investor Relations website. Forward-looking statements are given only as of the date of this report and we disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
4
PART I—FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
REGAL REXNORD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Amounts in Millions, Except Per Share Data)
| Three Months Ended | |||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||
| Net Sales | $ | $ | |||||||||
| Cost of Sales | |||||||||||
| Gross Profit | |||||||||||
| Operating Expenses | |||||||||||
| Loss on Sale of Businesses | |||||||||||
| Total Operating Expenses | |||||||||||
| Income from Operations | |||||||||||
| Interest Expense | |||||||||||
| Interest Income | ( | ( | |||||||||
| Other Expense, Net | |||||||||||
| Income before Taxes | |||||||||||
| Provision for Income Taxes | |||||||||||
| Net Income | |||||||||||
| Less: Net Income Attributable to Noncontrolling Interests | |||||||||||
| Net Income Attributable to Regal Rexnord Corporation | $ | $ | |||||||||
| Earnings Per Share Attributable to Regal Rexnord Corporation: | |||||||||||
| Basic | $ | $ | |||||||||
| Assuming Dilution | $ | $ | |||||||||
| Weighted Average Number of Shares Outstanding: | |||||||||||
| Basic | |||||||||||
| Assuming Dilution | |||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements
5
REGAL REXNORD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in Millions)
| Three Months Ended | |||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||
| Net Income | $ | $ | |||||||||
| Other Comprehensive Income (Loss) Net of Tax: | |||||||||||
| Foreign Currency Translation Adjustments | ( | ||||||||||
| Hedging Activities: | |||||||||||
Increase in Fair Value of Hedging Activities, Net of Tax Effects of $ | |||||||||||
Reclassification of Losses (Gains) included in Net Income, Net of Tax Effects of $ | ( | ||||||||||
| Pension and Post Retirement Plans: | |||||||||||
Increase in Prior Service Cost and Unrecognized Loss, Net of Tax Effects of $( | ( | ||||||||||
Reclassification Adjustments for Pension and Post Retirement Benefits included in Net Income, Net of Tax Effects of $( | ( | ||||||||||
| Other Comprehensive Income (Loss) | ( | ||||||||||
| Comprehensive Income (Loss) | ( | ||||||||||
| Less: Comprehensive Income Attributable to Noncontrolling Interests | |||||||||||
| Comprehensive Income (Loss) Attributable to Regal Rexnord Corporation | $ | $ | ( | ||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements
6
REGAL REXNORD CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in Millions, Except Per Share Data)
| March 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
Trade Receivables, Less Allowances of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid Expenses and Other Current Assets | |||||||||||
| Total Current Assets | |||||||||||
| Net Property, Plant and Equipment | |||||||||||
| Operating Lease Assets | |||||||||||
| Goodwill | |||||||||||
| Intangible Assets, Net of Amortization | |||||||||||
| Deferred Income Tax Benefits | |||||||||||
| Other Noncurrent Assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts Payable | $ | $ | |||||||||
| Dividends Payable | |||||||||||
| Accrued Compensation and Benefits | |||||||||||
| Accrued Interest | |||||||||||
| Other Accrued Expenses | |||||||||||
| Current Operating Lease Liabilities | |||||||||||
| Current Maturities of Long-Term Debt | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-Term Debt | |||||||||||
| Deferred Income Taxes | |||||||||||
| Pension and Other Post Retirement Benefits | |||||||||||
| Noncurrent Operating Lease Liabilities | |||||||||||
| Other Noncurrent Liabilities | |||||||||||
| Equity: | |||||||||||
| Regal Rexnord Corporation Shareholders' Equity: | |||||||||||
Common Stock, $ | |||||||||||
| Additional Paid-In Capital | |||||||||||
| Retained Earnings | |||||||||||
| Accumulated Other Comprehensive Loss | ( | ( | |||||||||
| Total Regal Rexnord Corporation Shareholders' Equity | |||||||||||
| Noncontrolling Interests | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
7
REGAL REXNORD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(Dollars in Millions, Except Per Share Data)
| Three Months Ended | |||||||||||||||||||||||||||||||||||
Common Stock $ | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net Income | — | — | — | ||||||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | |||||||||||||||||||||||||||||||||
Dividends Declared ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock Options Exercised | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Share-Based Compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net Income | — | — | — | ||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
Dividends Declared ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock Options Exercised | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Share-Based Compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
REGAL REXNORD CORPORATION
8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Millions)
| Three Months Ended | |||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net Income | $ | $ | |||||||||
| Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities (Net of Acquisitions and Divestitures): | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Loss on Sale of Businesses | |||||||||||
| Noncash Lease Expense | |||||||||||
| Share-Based Compensation Expense | |||||||||||
| Financing Fee Expense | |||||||||||
| Gain on Sale of Assets | ( | ||||||||||
| Benefit from Deferred Income Taxes | ( | ( | |||||||||
| Other Non-Cash Changes | |||||||||||
| Change in Operating Assets and Liabilities, Net of Acquisitions and Divestitures | |||||||||||
| Receivables | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Accounts Payable | |||||||||||
| Other Assets and Liabilities | ( | ( | |||||||||
| Net Cash Provided by Operating Activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Additions to Property, Plant and Equipment | ( | ( | |||||||||
| Proceeds Received from Sales of Property, Plant and Equipment | |||||||||||
| Proceeds Received from Sale of Businesses, Net of Cash Transferred | |||||||||||
| Net Cash Used in Investing Activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Borrowings Under Revolving Credit Facility | |||||||||||
| Repayments Under Revolving Credit Facility | ( | ( | |||||||||
| Repayments of Long-Term Borrowings | ( | ( | |||||||||
| Dividends Paid to Shareholders | ( | ( | |||||||||
| Shares Surrendered for Taxes | ( | ( | |||||||||
| Proceeds from the Exercise of Stock Options | |||||||||||
| Net Cash Used in Financing Activities | ( | ( | |||||||||
| EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | ( | ||||||||||
| Net Decrease in Cash and Cash Equivalents | ( | ( | |||||||||
| Cash and Cash Equivalents at Beginning of Period | |||||||||||
Cash and Cash Equivalents at End of Period(1) | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||||||||
| Cash Paid For: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes | $ | $ | |||||||||
(1) The three months ended March 31, 2024 amount includes $57.1 million cash and cash equivalents related to the industrial motors and generators businesses that were divested effective April 30, 2024.
See Accompanying Notes to Condensed Consolidated Financial Statements.
9
REGAL REXNORD CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
(Dollars in Millions Except Per Share Data, Unless Otherwise Noted)
1. BASIS OF PRESENTATION
The accompanying (a) Condensed Consolidated Balance Sheet of Regal Rexnord Corporation (the “Company”), as of December 31, 2024, which has been derived from audited Consolidated Financial Statements, and (b) unaudited interim Condensed Consolidated Financial Statements as of March 31, 2025 and for the three months ended March 31, 2025 and March 31, 2024, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.
It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the Consolidated Financial Statements and the Notes thereto included in the Company’s 2024 Annual Report on Form 10-K filed with the SEC on February 21, 2025.
In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made. Except as otherwise discussed, such adjustments consist of only those of a normal recurring nature. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2025.
10
2. OTHER FINANCIAL INFORMATION
Revenue Recognition
The Company recognizes revenue from the sale of premium-efficiency electric motors and air moving subsystems, highly engineered industrial power transmission components and subsystems, and a portfolio of discrete automation products that include controls, actuators, drives, and high-precision servo motors. The Company recognizes revenue when control of the product passes to the customer or the service is provided. Revenue is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services.
The following tables presents the Company’s revenues disaggregated by geographical region:
| Three Months Ended | ||||||||||||||||||||||||||
| March 31, 2025 | Automation & Motion Control | Industrial Powertrain Solutions | Power Efficiency Solutions | Total | ||||||||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||||||||||||
| Asia | ||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Rest-of-World | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||||||||||
| March 31, 2024 | Automation & Motion Control | Industrial Powertrain Solutions | Power Efficiency Solutions | Industrial Systems | Total | |||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Asia | ||||||||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||||||||
| Rest-of-World | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Trade Receivables
Inventories
The following table presents approximate percentage distribution between major classes of inventories:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Raw Material and Work in Process | |||||||||||
| Finished Goods and Purchased Parts | |||||||||||
Inventories are stated at the lower of cost or net realizable value, using the FIFO cost method. Material, labor and factory overhead costs are included in the inventories.
11
Property, Plant, and Equipment
The following table presents property, plant, and equipment by major classification:
| Useful Life in Years | March 31, 2025 | December 31, 2024 | |||||||||||||||
| Land and Improvements | $ | $ | |||||||||||||||
| Buildings and Improvements | |||||||||||||||||
| Machinery and Equipment | |||||||||||||||||
| Property, Plant and Equipment | |||||||||||||||||
| Less: Accumulated Depreciation | ( | ( | |||||||||||||||
| Net Property, Plant and Equipment | $ | $ | |||||||||||||||
As of March 31, 2025 and December 31, 2024, $43.7 million and $44.7 million of right-of-use assets were included in Net Property, Plant and Equipment, respectively.
Supplier Finance Program
| Balance as of December 31, 2024 | $ | ||||
| Plus: Obligations Added | |||||
| Less: Obligations Settled | |||||
| Balance as of March 31, 2025 | $ | ||||
3. DIVESTITURES
Industrial Systems Divestiture
On September 23, 2023, the Company signed an agreement to sell its industrial motors and generators businesses which represented the substantial majority of the Industrial Systems operating segment.
12
4. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments, hedging activities and pension and post-retirement benefit adjustments are included in Accumulated Other Comprehensive Income (Loss) ("AOCI"), a component of Total Equity.
The following tables present changes in AOCI by component for the three months ended March 31, 2025 and March 31, 2024:
| Three Months Ended | ||||||||||||||||||||||||||
| March 31, 2025 | Hedging Activities | Pension and Post Retirement Benefit Adjustments | Foreign Currency Translation Adjustments | Total | ||||||||||||||||||||||
| Beginning Balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Other Comprehensive Income (Loss) before Reclassifications | ( | |||||||||||||||||||||||||
| Tax Impact | ( | ( | ||||||||||||||||||||||||
| Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | ( | |||||||||||||||||||||||||
| Tax Impact | ( | |||||||||||||||||||||||||
| Net Current Period Other Comprehensive Income (Loss) | ( | |||||||||||||||||||||||||
| Ending Balance | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| March 31, 2024 | Hedging Activities | Pension and Post Retirement Benefit Adjustments | Foreign Currency Translation Adjustments | Total | ||||||||||||||||||||||
| Beginning Balance | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Other Comprehensive Income (Loss) before Reclassifications | ( | ( | ||||||||||||||||||||||||
| Tax Impact | ( | ( | ||||||||||||||||||||||||
| Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | ( | ( | ||||||||||||||||||||||||
| Tax Impact | ||||||||||||||||||||||||||
| Net Current Period Other Comprehensive (Loss) Income | ( | ( | ( | |||||||||||||||||||||||
| Ending Balance | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
The Condensed Consolidated Statements of Income line items affected by the hedging activities reclassified from AOCI in the tables above are disclosed in Note 13 - Derivative Financial Instruments.
The reclassification amounts for pension and post-retirement benefit adjustments in the tables above are part of net periodic benefit costs recorded in Other Expense, Net (see also Note 8 - Retirement Plans).
5. GOODWILL AND INTANGIBLE ASSETS
Goodwill
As required, the Company performs an annual impairment test of goodwill as of the end of October, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting units below their carrying value.
13
The following table presents changes to goodwill during the three months ended March 31, 2025:
| Total | Automation & Motion Control | Industrial Powertrain Solutions | Power Efficiency Solutions | ||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Translation Adjustments | |||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Cumulative Goodwill Impairment Charges | $ | $ | $ | $ | |||||||||||||||||||
Intangible Assets
Intangible assets consist of the following:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Weighted Average Amortization Period (Years) | Gross Value | Accumulated Amortization | Net Carrying Amount | Gross Value | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||
| Customer Relationships | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Technology | |||||||||||||||||||||||||||||||||||||||||
| Trademarks | |||||||||||||||||||||||||||||||||||||||||
| Total Intangibles | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
6. SEGMENT INFORMATION
The Company's operations are organized and managed based on similar product offerings and end markets in the following three reportable segments: Automation & Motion Control ("AMC"), Industrial Powertrain Solutions ("IPS") and Power Efficiency Solutions ("PES").
The AMC segment designs, produces and services conveyor products, conveying automation subsystems, aerospace components, precision motion control solutions, high-efficiency miniature servo motors, controls, drives and linear actuators, as well as power management products that include automatic transfer switches and paralleling switchgear. The segment sells into markets that include industrial automation, robotics, food and beverage, aerospace, medical, agricultural and construction, general industrial, data center, and other markets.
The IPS segment designs, produces and services a broad portfolio of highly-engineered transmission products, including mounted and unmounted bearings, couplings, mechanical power transmission drives and components, gearboxes and gear motors, clutches, brakes, and industrial powertrain components and solutions. Increasingly, the segment produces industrial powertrain solutions, which are integrated sub-systems comprised of Regal Rexnord motors plus the critical power transmission components that efficiently transmit motion to power industrial applications. The segment serves a broad range of markets that include metals and mining, general industrial, energy, alternative energy, machinery / off-highway, discrete automation and other markets.
The PES segment designs and produces fractional to approximately 5 horsepower AC and DC motors, electronic variable speed controls, electronic drives, fans and blowers, as well as integrated subsystems comprised of two or more of these components. The segment's products are used in residential and commercial HVAC, water heaters, commercial refrigeration, commercial building ventilation, pool and spa, irrigation, dewatering, agricultural, conveying and other applications.
14
The Industrial Systems segment designed and produced integral motors, alternators for industrial applications, and sold aftermarket parts and kits to support such products. These products served the general industrial, metals and mining, and food and beverage end markets. As described within Note 3 – Divestitures, the sale of the industrial motors and generators business, which represented a substantial majority of the Industrial Systems operating segment, was completed on April 30, 2024.
The chief operating decision maker ("CODM") of the Company is its chief executive officer. Among other considerations, the CODM evaluates performance and allocates resources based on the segment's income from operations. The Company also regularly provides to the CODM information on adjusted cost of sales and adjusted engineering, selling and administration expenses, which are significant expenses.
The following sets forth certain financial information attributable to the Company's reportable segments for the three months ended March 31, 2025 and March 31, 2024:
| Segment Information | |||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||
| March 31, 2025 | Automation & Motion Control | Industrial Powertrain Solutions | Power Efficiency Solutions | Eliminations | Total | ||||||||||||||||||||||||
| Total Sales | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Intersegment Sales | ( | — | |||||||||||||||||||||||||||
Net Sales(1) | — | ||||||||||||||||||||||||||||
Adjusted Cost of Sales(2) | — | ||||||||||||||||||||||||||||
Adjusted Engineering, Selling and Administration Expenses(3) | — | ||||||||||||||||||||||||||||
Other Segment Items(4) | — | ||||||||||||||||||||||||||||
| Income from Operations | — | ||||||||||||||||||||||||||||
| Interest Expense | |||||||||||||||||||||||||||||
| Interest Income | ( | ||||||||||||||||||||||||||||
| Other Expense, Net | |||||||||||||||||||||||||||||
| Income before Taxes | |||||||||||||||||||||||||||||
| Other Supplemental Disclosures | |||||||||||||||||||||||||||||
| Amortization | — | ||||||||||||||||||||||||||||
| Depreciation | — | ||||||||||||||||||||||||||||
| Capital Expenditures | — | ||||||||||||||||||||||||||||
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| Segment Information | |||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2024 | Automation & Motion Control | Industrial Powertrain Solutions | Power Efficiency Solutions | Industrial Systems | Eliminations | Total | |||||||||||||||||||||||||||||
| Total Sales | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Intersegment Sales | ( | — | |||||||||||||||||||||||||||||||||
Net Sales(1) | — | ||||||||||||||||||||||||||||||||||
Adjusted Cost of Sales(2) | — | ||||||||||||||||||||||||||||||||||
Adjusted Engineering, Selling and Administration Expenses(3) | — | ||||||||||||||||||||||||||||||||||
Other Segment Items(4) | — | ||||||||||||||||||||||||||||||||||
| Income (Loss) from Operations | ( | — | |||||||||||||||||||||||||||||||||
| Interest Expense | |||||||||||||||||||||||||||||||||||
| Interest Income | ( | ||||||||||||||||||||||||||||||||||
| Other Expense, Net | |||||||||||||||||||||||||||||||||||
| Income before Taxes | |||||||||||||||||||||||||||||||||||
| Other Supplemental Disclosures | |||||||||||||||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||||||||||||||
| Other significant noncash items: | |||||||||||||||||||||||||||||||||||
| Loss on Sale of Businesses | |||||||||||||||||||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||||||||||||||
(1) Represents revenues from external customers.
(2) Adjusted Cost of Sales includes costs associated with producing goods for sale, such as materials, labor and overhead costs, and intercompany cost of sales. Adjusted Cost of Sales differs from Cost of Sales reported under US GAAP primarily because it includes intercompany cost of sales and excludes certain costs, primarily restructuring and related expenses. The difference is included in Other Segment Items.
(3) Adjusted Engineering, Selling and Administration Expenses includes operating expenses such as engineering, selling and administration expenses, as well as hedging, foreign currency gains and losses and certain overhead expenses. Adjusted Engineering, Selling and Administration Expenses differs from Operating Expenses reported under US GAAP primarily because it excludes costs such as significant noncash items, restructuring and related costs, and transaction and integration related costs. The difference is included in Other Segment Items.
(4) Other Segment Items includes other significant noncash items, intangible amortization, as well as restructuring and related costs, transaction and integration related costs, certain overhead expenses and the elimination of intercompany cost of sales.
The following table presents identifiable assets information attributable to the Company's operating segments as of March 31, 2025 and December 31, 2024:
| Automation & Motion Control | Industrial Powertrain Solutions | Power Efficiency Solutions | Total | |||||||||||||||||
| Identifiable Assets as of March 31, 2025 | $ | $ | $ | $ | ||||||||||||||||
| Identifiable Assets as of December 31, 2024 | ||||||||||||||||||||
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7. DEBT AND BANK CREDIT FACILITIES
The following table presents the Company’s indebtedness as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Senior Notes | $ | $ | |||||||||
| Term Facility | |||||||||||
| Multicurrency Revolving Facility | |||||||||||
| Altra Notes | |||||||||||
| Finance Leases | |||||||||||
| Other | |||||||||||
| Less: Debt Issuance Costs | ( | ( | |||||||||
| Total | |||||||||||
| Less: Current Maturities | |||||||||||
| Long-Term Debt | $ | $ | |||||||||
The below discussion of the Company’s indebtedness should be read in conjunction with the Note 6 – Debt and Bank Credit Facilities in the Company’s 2024 Annual Report on Form 10-K filed on February 21, 2025.
Senior Notes
On January 24, 2023, the Company issued $1,100.0 million aggregate principal amount of its 6.05 % senior notes due 2026 (the “2026 Senior Notes”), $1,250.0 million aggregate principal amount of its 6.05 % senior notes due 2028 (the “2028 Senior Notes”), $1,100.0 million aggregate principal amount of its 6.30 % senior notes due 2030 (the “2030 Senior Notes”) and $1,250.0 million aggregate principal amount of its 6.40 % senior notes due 2033 (the “2033 Senior Notes” and, together with the 2026 Senior Notes, 2028 Senior Notes and 2030 Senior Notes, collectively, the “Senior Notes”). The 2026 Senior Notes are scheduled to mature on February 15, 2026, the 2028 Senior Notes are scheduled to mature on April 15, 2028, the 2030 Senior Notes are scheduled to mature on February 15, 2030, and the 2033 Senior Notes are scheduled to mature on April 15, 2033.
Interest on the 2026 Senior Notes and the 2030 Senior Notes is payable semi-annually on February 15 and August 15 of each year, beginning on August 15, 2023. Interest on the 2028 Senior Notes and the 2033 Senior Notes is payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2023.
In May 2024 the Company exchanged the Senior Notes with registered notes with terms substantially identical to those of the Senior Notes of the corresponding series (the “New Notes”). The Company exchanged approximately $4,697.1 million in aggregate principal amount of Senior Notes for approximately $4,697.1 million in aggregate principal amount of New Notes of the corresponding series. The aggregate principal amount of Senior Notes not exchanged, approximately $2.9 million, remained outstanding across the four series of Senior Notes. The New Notes consist of approximately $1,099.0 million aggregate principal amount of 6.050 % senior notes due 2026, $1,249.4 million aggregate principal amount of 6.050 % senior notes due 2028, $1,099.4 million aggregate principal amount of 6.300 % senior notes due 2030 and $1,249.3 million aggregate principal amount of 6.400 % senior notes due 2033.
Based on rates for instruments with comparable maturities and credit quality, which are classified as Level 2 inputs (see also Note 14 - Fair Value), the approximate fair value of the Senior Notes was $4,820.3 million and $4,795.2 million as of March 31, 2025 and December 31, 2024, respectively, compared to a carrying value of $4,700.0
Credit Agreement
On March 28, 2022, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders named therein, which was subsequently amended on November 17, 2022 and November 30, 2022. The Credit Agreement provides for an unsecured term loan facility of $1,390.0 million (the "Term Facility") and an unsecured revolving loan of $1,570.0 million (the "Multicurrency Revolving Facility"). The Term Facility and the Multicurrency Revolving Facility both mature on March 28, 2027.
17
The Term Facility requires quarterly amortization at 5.0 % per annum, unless previously prepaid. Per the terms of the Credit Agreement, prepayments can be made without penalty and are applied to the next payment due. Borrowings under the Credit Agreement bear interest at floating rates based upon indices determined by the currency of the borrowing (SOFR or an alternative base rate for US Dollar borrowings) or at an alternative base rate, in each case, plus an applicable margin.
As of March 31, 2025, the Company had no standby letters of credit issued under the Multicurrency Revolving Facility, and $1,508.2 million of available borrowing capacity. For the three months ended March 31, 2025 and March 31, 2024 under the Multicurrency Revolving Facility, the average daily balance in borrowings was $81.4 million and $98.5 million, respectively. The Company paid a non-use fee of 0.25 % as of March 31, 2025 on the aggregate unused amount of the Multicurrency Revolving Facility at a rate determined by reference to its consolidated funded debt to consolidated EBITDA ratio.
Weighted average interest rates on both the Term Facility and Multicurrency Revolving Facility are 6.2 % and 7.2 % for the three months ended March 31, 2025 and March 31, 2024, respectively.
Altra Notes
On March 27, 2023, in connection with the Altra Transaction, the Company assumed $18.1 million aggregate principal amount of 6.125 % senior notes due 2026 (the “Altra Notes”).
The Altra Notes will mature on October 1, 2026. The Altra Notes may be redeemed at the option of the issuer on or after October 1, 2023. The Altra Notes are guaranteed on a senior unsecured basis by certain of the Company's domestic subsidiaries.
Finance leases
The weighted average discount rate associated with the Company's finance leases was 5.2
Compliance with Financial Covenants
The Credit Agreement requires the Company to meet specified financial ratios and to satisfy certain financial condition tests. The Company was in compliance with all financial covenants as of March 31, 2025.
8. RETIREMENT PLANS
The following table presents the Company’s net periodic benefit cost (income) components of its defined benefit plans:
| Three Months Ended | |||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||
| Service Cost | $ | $ | |||||||||
| Interest Cost | |||||||||||
| Expected Return on Plan Assets | ( | ( | |||||||||
| Amortization of Prior Service Cost and Net Actuarial (Gain) Loss | ( | ||||||||||
| Special Termination Benefits | |||||||||||
| Net Periodic Benefit Expense | $ | $ | |||||||||
The service cost component is included in Cost of Sales and Operating Expenses. All other components of net periodic benefit costs are included in Other Expense, Net on the Company's Condensed Consolidated Statements of Income.
For the three months ended March 31, 2025 and March 31, 2024, the Company contributed $5.1 million and $1.8 million, respectively, to retirement plans. The Company expects to make total contributions of $14.7 million in 2025. The Company contributed a total of $16.6 million in 2024.
For the three months ended March 31, 2025 and March 31, 2024, the Company contributed $7.3 million and $11.6 million, respectively, to defined contribution plans.
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9. SHAREHOLDERS’ EQUITY
Share-Based Compensation
Performance share unit awards ("PSUs") consist of shares or the rights to shares of the Company's stock which are awarded to associates of the Company. In the first quarter of 2025, the Company issued 101,583 Performance Share Units ("2025 PSUs"), which have a performance period of three years , vest three years from the grant date and are issued at a performance target of 100 %. These shares are payable upon the determination that the Company achieved certain established performance targets. The 2025 PSUs include three performance criteria that are equally weighted: Total Shareholder Return (returns relative to the S&P 900 Industrials peer group), Return on Invested Capital, and Synergy Achievement. The targeted payout for each performance target can range from — % to 200 %. The 2025 PSUs also include a revenue multiplier, which allows for up to 300 % total payout based on the Company's revenue growth over a three-year period from 2025 through 2027. PSUs issued in 2024 and 2023 had a performance criteria based on Total Shareholder Return. The portion of PSUs with a performance criteria using Total Shareholder Return are valued using a Monte Carlo simulation method as of the grant date since it contains a market condition. The portion of PSUs with performance criteria based on Return on Invested Capital and Synergy Achievement are valued using the closing market price of the Company's stock as of the grant date. As set forth in the individual grant agreements, acceleration of vesting may occur under a change in control, death or disability. There are no voting rights with these instruments until vesting occurs and a share of stock is issued.
The Company recognized approximately $9.5 million and $9.1 million in share-based compensation expense for the three months ended March 31, 2025 and March 31, 2024, respectively. The total income tax benefit recognized in the Condensed Consolidated Statements of Income for share-based compensation expense was $1.1 million and $2.1 million for the three months ended March 31, 2025 and March 31, 2024, respectively. The Company recognizes compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award.
During the three months ended March 31, 2025, the Company granted the following share-based incentive awards:
| Award Type | Number of Awards | Weighted Average Grant-Date Fair Value | ||||||||||||
| Restricted Stock Units | $ | |||||||||||||
| Performance Share Units | $ | |||||||||||||
10. INCOME TAXES
The effective tax rate for the three months ended March 31, 2025 was 21.2 % versus 34.8 % for the three months ended March 31, 2024. The decrease was primarily driven by the non-deductible loss incurred in the prior year associated with the divestiture of the industrial motors and generators businesses which represented the substantial majority of the Industrial Systems operating segment.
As of March 31, 2025 and December 31, 2024, the Company had approximately $4.3 million and $4.2 million of unrecognized tax benefits, all of which would impact the effective income tax rate if recognized. Potential interest and penalties related to unrecognized tax benefits are recorded in income tax expense. The Company had approximately $0.8 million and $0.7 million of accrued interest as of March 31, 2025 and December 31, 2024, respectively.
19
11. EARNINGS PER SHARE
Diluted earnings per share is calculated based upon earnings applicable to common shares divided by the weighted-average number of common shares outstanding during the period adjusted for the effect of other dilutive securities. The amount of the anti-dilutive shares was 0.3 million and 0.3 million for the three months ended March 31, 2025 and March 31, 2024, respectively. The following table reconciles the basic and diluted shares used in earnings per share calculations for the three months ended March 31, 2025 and March 31, 2024:
| Three Months Ended | |||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||
| Denominator for Basic Earnings Per Share | |||||||||||
| Effect of Dilutive Securities | |||||||||||
| Denominator for Diluted Earnings Per Share | |||||||||||
12. CONTINGENCIES
As a result of the Company’s acquisition of the Rexnord PMC business, it is entitled to indemnification from third parties to agreements with the Rexnord PMC business against certain contingent liabilities of the Rexnord PMC business, including certain pre-closing environmental liabilities.
The Company believes that, pursuant to the transaction documents related to the Rexnord PMC business’ acquisition of the Stearns business from Invensys plc (“Invensys”), Invensys (now known as Schneider Electric) is obligated to defend and indemnify us with respect to the matters described below relating to the Ellsworth Industrial Park Site and to various asbestos claims. The indemnity obligations relating to the matters described below are subject, together with indemnity obligations relating to other matters, to an overall dollar cap equal to the purchase price, which is an amount in excess of $900.0 million. In the event that the Company is unable to recover from Invensys with respect to the matters below, it may be entitled to indemnification from Zurn Water Solutions Corporation (formerly known as Rexnord Corporation) (“Zurn”), subject to certain limitations. The following paragraphs summarize the most significant actions and proceedings:
•In 2002, the Company's subsidiary, Rexnord Industries, LLC (“Rexnord Industries”) was named as a potentially responsible party (“PRP”), together with at least ten other companies, at the Ellsworth Industrial Park Site, Downers Grove, DuPage County, Illinois (the “Site”), by the United States Environmental Protection Agency (“USEPA”), and the Illinois Environmental Protection Agency (“IEPA”). Rexnord Industries' Downers Grove property is situated within the Ellsworth Industrial Complex. The USEPA and IEPA allege there have been one or more releases or threatened releases of chlorinated solvents and other hazardous substances, pollutants or contaminants at the Site, allegedly including but not limited to a release or threatened release on or from Rexnord Industries' property. The relief sought by the USEPA and IEPA includes further investigation and potential remediation of the Site and reimbursement of USEPA’s past costs. In early 2020, Rexnord Industries entered into an administrative order with the USEPA to do remediation work on its Downers Grove property. The soil excavation work and transporting and disposing of the excavated material was completed in October 2020. The construction of an AS/SVE system was completed and became operational in February 2022 and continues to operate. The Company is awaiting the US EPA's approval of a pilot study work plan for an on site chemical oxidation soil remediation system. All previously pending property damage and personal injury lawsuits against Rexnord Industries related to the Site have been settled or dismissed. Pursuant to its indemnity obligation, Invensys continues to defend Rexnord Industries in known matters related to the Site, including the costs of the remediation work pursuant to the 2020 administrative order, and has paid
20
•Multiple lawsuits (with over 350 claimants) are pending in state or federal court in numerous jurisdictions relating to alleged personal injuries due to the alleged presence of asbestos in certain brakes and clutches previously manufactured by the Rexnord PMC business’ Stearns brand of brakes and clutches and/or its predecessor owners. Invensys and FMC, prior owners of the Stearns business, have paid 100 % of the costs to date related to the Stearns lawsuits. Similarly, the Rexnord PMC business' Prager subsidiary is the subject of claims by multiple claimants alleging personal injuries due to the alleged presence of asbestos in a product allegedly manufactured by Prager. However, all these claims are currently on the Texas Multi-district Litigation inactive docket, and the Company does not believe that they will become active in the future. To date, the Rexnord PMC business' insurance providers have paid 100 % of the costs related to the Prager asbestos matters. We believe that the combination of the Company’s insurance coverage and the Invensys indemnity obligations will cover any future costs of these matters.
In connection with the Company’s acquisition of the Rexnord PMC business, transaction documents related to the Rexnord PMC business’ acquisition of The Falk Corporation from Hamilton Sundstrand Corporation were assigned to Rexnord Industries, and provide Rexnord Industries with indemnification against certain product related asbestos exposure liabilities. The Company believes that, pursuant to such indemnity obligations, Hamilton Sundstrand is obligated to defend and indemnify Rexnord Industries with respect to asbestos claims described below, and that, with respect to these claims, such indemnity obligations are not subject to any time or dollar limitations.
The following paragraph summarizes the most significant actions and proceedings for which Hamilton Sundstrand has accepted responsibility:
•Rexnord Industries is a defendant in multiple lawsuits pending in state or federal court in numerous jurisdictions relating to alleged personal injuries due to the alleged presence of asbestos in certain clutches and drives previously manufactured by The Falk Corporation. The ultimate outcome of these lawsuits cannot presently be determined. Hamilton Sundstrand is defending Rexnord Industries in these lawsuits pursuant to its indemnity obligations and has paid 100 % of the costs to date.
The Company is, from time to time, party to litigation and other legal or regulatory proceedings that arise in the normal course of its business operations and the outcomes of which are subject to significant uncertainty, including product warranty and liability claims, contract disputes and environmental, asbestos, intellectual property, employment and other litigation matters. The Company’s products are used in a variety of industrial, commercial and residential applications that subject the Company to claims that the use of its products is alleged to have resulted in injury or other damage. Many of these matters will only be resolved when one or more future events occur or fail to occur. Management conducts regular reviews, including updates from legal counsel, to assess the need for accounting recognition or disclosure of these contingencies, and such assessment inherently involves an exercise in judgment. The Company accrues for exposures in amounts that it believes are adequate, and the Company does not believe that the outcome of any such lawsuit individually or collectively will have a material effect on the Company's financial position, its results of operations or its cash flows.
The Company recognizes the cost associated with its standard warranty on its products at the time of sale. The amount recognized is based on historical experience. The following table presents a reconciliation of the changes in accrued warranty costs for the three months ended March 31, 2025 and March 31, 2024:
| Three Months Ended | |||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||
| Beginning Balance | $ | $ | |||||||||
| Less: Payments | |||||||||||
| Provisions | |||||||||||
| Translation Adjustments | ( | ||||||||||
| Ending Balance | $ | $ | |||||||||
These liabilities are included in Other Accrued Expenses and Other Noncurrent Liabilities on the Condensed Consolidated Balance Sheets.
21
13. DERIVATIVE FINANCIAL INSTRUMENTS
The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are commodity price risk, currency exchange risk, and interest rate risk. Forward contracts on certain commodities are entered into to manage the price risk associated with forecasted purchases of materials used in the Company's manufacturing process. Forward contracts on certain currencies are entered into to manage forecasted cash flows in certain foreign currencies. Interest rate swaps are utilized to manage interest rate risk associated with the Company's floating rate borrowings.
The Company is exposed to credit losses in the event of non-performance by the counterparties to various financial agreements, including its commodity hedging transactions, foreign currency exchange contracts and interest rate swap agreements. Exposure to counterparty credit risk is managed by limiting counterparties to major international banks and financial institutions meeting established credit guidelines and continually monitoring their compliance with the credit guidelines. The Company does not obtain collateral or other security to support financial instruments subject to credit risk. The Company does not anticipate non-performance by its counterparties, but cannot provide assurances.
The Company recognizes all derivative instruments as either assets or liabilities at fair value on the Condensed Consolidated Balance Sheets. The Company designates commodity forward contracts as cash flow hedges of forecasted purchases of commodities, currency forward contracts as cash flow hedges of forecasted foreign currency cash flows and interest rate swaps as cash flow hedges of forecasted SOFR-based interest payments. There were no significant collateral deposits on derivative financial instruments as of March 31, 2025 or March 31, 2024.
Cash flow hedges
The effective portion of the gain or loss on the derivative is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or changes in market value of derivatives not designated as hedges are recognized in current earnings.
As of March 31, 2025 and December 31, 2024, the Company had $(2.4 ) million and $(0.8 ) million, respectively, net of tax, of derivative (losses) gains on closed hedge instruments in AOCI that will be realized in earnings when the hedged items impact earnings.
The Company has commodity forward contracts to hedge forecasted purchases of commodities with maturities extending through June 2026. The notional amounts expressed in terms of the dollar value of the hedged item were as follows:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Copper | $ | $ | |||||||||
The Company has currency forward contracts with maturities extending through June 2026. The notional amounts expressed in terms of the dollar value of the hedged currency were as follows:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Euro | $ | $ | |||||||||
| Mexican Peso | |||||||||||
| Chinese Renminbi | |||||||||||
| Indian Rupee | |||||||||||
| Canadian Dollar | |||||||||||
| Australian Dollar | |||||||||||
| British Pound | |||||||||||
The Company entered into two receive variable/pay-fixed forward starting non-amortizing interest rate swaps in June 2020, with a total notional amount of $250.0 million, which were subsequently terminated in March 2022. The cash proceeds of $16.2 million received to settle the terminated swaps is being recognized as a reduction of interest expense via the effective interest rate method through July 2025 when the terminated swaps were scheduled to expire. The Company entered into two additional receive variable/pay-fixed forward starting non-amortizing interest rate swaps in May 2022, with a total notional amount of $250.0 million. These swaps will expire in March 2027.
22
Fair values of derivative instruments as of March 31, 2025 and December 31, 2024 were:
| March 31, 2025 | |||||||||||||||||
| Prepaid Expenses and Other Current Assets | Other Noncurrent Assets | Other Accrued Expenses | |||||||||||||||
| Designated as Hedging Instruments: | |||||||||||||||||
| Interest Rate Swap Contracts | $ | $ | $ | ||||||||||||||
| Currency Contracts | |||||||||||||||||
| Commodity Contracts | |||||||||||||||||
| Not Designated as Hedging Instruments: | |||||||||||||||||
| Currency Contracts | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| December 31, 2024 | |||||||||||||||||
| Prepaid Expenses and Other Current Assets | Other Noncurrent Assets | Other Accrued Expenses | |||||||||||||||
| Designated as Hedging Instruments: | |||||||||||||||||
| Interest Rate Swap Contracts | $ | $ | $ | ||||||||||||||
| Currency Contracts | |||||||||||||||||
| Commodity Contracts | |||||||||||||||||
| Not Designated as Hedging Instruments: | |||||||||||||||||
| Currency Contracts | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
Derivatives Designated as Cash Flow Hedging Instruments:
The effect of derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income (Loss) were:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Commodity Forwards | Currency Forwards | Interest Rate Swaps | Total | Commodity Forwards | Currency Forwards | Interest Rate Swaps | Total | ||||||||||||||||||||||||||||||||||||||||
| Gain (Loss) Recognized in Other Comprehensive Income (Loss) | $ | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Amounts Reclassified from Other Comprehensive Income (Loss): | |||||||||||||||||||||||||||||||||||||||||||||||
| (Loss) Gain Recognized in Cost of Sales | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Gain Recognized in Interest Expense | |||||||||||||||||||||||||||||||||||||||||||||||
23
Derivatives Not Designated as Cash Flow Hedging Instruments:
The effect of derivative instruments not designated as cash flow hedges on the Condensed Consolidated Statements of Income were:
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||
| Commodity Forwards | Currency Forwards | Commodity Forwards | Currency Forwards | ||||||||||||||||||||
| Gain recognized in Operating Expenses | |||||||||||||||||||||||
The AOCI balance related to hedging activities consists of a $0.2 million gain net of tax as of March 31, 2025 which includes $2.7 million of net current deferred losses expected to be reclassified to the Consolidated Statement of Comprehensive Income in the next twelve months. There were no gains or losses reclassified from AOCI to earnings based on the probability that the forecasted transaction would not occur.
The Company's commodity and currency derivative contracts are subject to master netting agreements with the respective counterparties which allow the Company to net settle transactions with a single net amount payable by one party to another party. The Company has elected to present the derivative assets and derivative liabilities on the Condensed Consolidated Balance Sheets on a gross basis as of March 31, 2025 and December 31, 2024.
The following table presents on a net basis the derivative assets and liabilities that are subject to right of offset under enforceable master netting agreements:
| March 31, 2025 | |||||||||||||||||
| Gross Amounts as Presented on the Condensed Consolidated Balance Sheet | Derivative Contract Amounts Subject to Right of Offset | Derivative Contracts as Presented on a Net Basis | |||||||||||||||
| Assets | $ | $ | ( | $ | |||||||||||||
| Liabilities | ( | ||||||||||||||||
| December 31, 2024 | |||||||||||||||||
| Gross Amounts as Presented on the Condensed Consolidated Balance Sheet | Derivative Contract Amounts Subject to Right of Offset | Derivative Contracts as Presented on a Net Basis | |||||||||||||||
| Assets | $ | $ | ( | $ | |||||||||||||
| Liabilities | ( | ||||||||||||||||
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14. FAIR VALUE
Fair value is defined as the price that would 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 inputs used to measure fair value are classified 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 | ||||
The Company uses the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
The fair values of cash equivalents and short-term deposits approximate their carrying values as of March 31, 2025 and December 31, 2024, due to the short period of time to maturity and are classified using Level 1 inputs. The fair values of trade receivables and accounts payable approximate the carrying values due to the short period of time to maturity. See Note 7 - Debt and Bank Credit Facilities for disclosure of the approximate fair value of the Company's debt as of March 31, 2025 and December 31, 2024.
The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | Classification | |||||||||||||||
| Assets: | |||||||||||||||||
| Prepaid Expenses and Other Current Assets: | |||||||||||||||||
| Derivative Currency Contracts | $ | $ | Level 2 | ||||||||||||||
| Derivative Commodity Contracts | Level 2 | ||||||||||||||||
| Other Noncurrent Assets: | |||||||||||||||||
| Interest Rate Swap | Level 2 | ||||||||||||||||
| Assets Held in Rabbi Trust | Level 1 | ||||||||||||||||
| Derivative Currency Contracts | Level 2 | ||||||||||||||||
| Derivative Commodity Contracts | Level 2 | ||||||||||||||||
| Liabilities: | |||||||||||||||||
| Other Accrued Expenses: | |||||||||||||||||
| Derivative Currency Contracts | Level 2 | ||||||||||||||||
| Derivative Commodity Contracts | Level 2 | ||||||||||||||||
Level 1 fair value measurements for assets held in a Rabbi Trust are unadjusted quoted prices.
Level 2 fair value measurements for derivative assets and liabilities are measured using quoted prices in active markets for similar assets and liabilities. Interest rate swaps are valued based on the discounted cash flows using the SOFR forward yield curve for an instrument with similar contractual terms. Foreign currency forwards are valued based on exchange rates quoted by domestic and foreign banks for similar instruments. Commodity forwards are valued based on observable market transactions of forward commodity prices. Senior Notes are valued based on rates for instruments with comparable maturities and credit quality. See Note 7 - Debt and Bank Credit Facilities for further information.
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15. RESTRUCTURING ACTIVITIES
The Company incurred restructuring and restructuring-related costs on projects during the three months ended March 31, 2025 and March 31, 2024. The Company has initiated restructuring plans to achieve cost synergies from procurement, distribution efficiencies, footprint rationalization and other general cost savings measures. Restructuring costs include employee termination and plant relocation costs. Restructuring-related costs also include costs directly associated with actions resulting from the Company's simplification initiatives, such as asset write-downs or accelerated depreciation due to shortened useful lives in connection with site closures, discretionary employment benefit costs and other facility rationalization costs. Restructuring costs for employee termination expenses are generally recognized when the severance liability is determined to be probable of being paid and reasonably estimable while plant relocation costs and related costs are generally required to be expensed as incurred.
The following table presents a reconciliation of provisions and payments for the restructuring projects for the three months ended March 31, 2025 and March 31, 2024:
| Three Months Ended | |||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||
| Beginning Balance | $ | $ | |||||||||
Provision(1) | |||||||||||
| Less: Payments | |||||||||||
| Ending Balance | $ | $ | |||||||||
The following table presents a reconciliation of restructuring costs for restructuring projects for the three months ended March 31, 2025 and March 31, 2024:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||||||||||||||
| Restructuring Costs: | Cost of Sales | Operating Expenses | Total | Cost of Sales | Operating Expenses | Total | |||||||||||||||||||||||||||||
| Employee Termination Expenses | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Facility Related Costs | |||||||||||||||||||||||||||||||||||
| Other Expenses | |||||||||||||||||||||||||||||||||||
| Total Restructuring Costs | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The following table presents restructuring costs by segment for the three months ended March 31, 2025 and March 31, 2024:
| Restructuring Costs - Three Months Ended | Total | Automation & Motion Control | Industrial Powertrain Solutions | Power Efficiency Solutions | Industrial Systems | |||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||
| March 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars In Millions Except Per Share Data, Unless Otherwise Noted)
Overview
Regal Rexnord Corporation (NYSE: RRX) (“we,” “us,” “our” or the “Company”) and its associates around the world help create a better tomorrow by providing sustainable solutions that power, transmit and control motion. The Company’s electric motors and air moving subsystems provide the power to create motion. A portfolio of highly engineered power transmission components and subsystems efficiently transmits motion to power industrial applications. The Company's automation offering, comprised of controllers, drives, precision motors, and actuators, controls motion in applications ranging from factory automation to precision tools used in surgical applications. We are headquartered in Milwaukee, Wisconsin and have manufacturing, sales and service facilities worldwide.
Our Company is comprised of three operating segments: Automation & Motion Control ("AMC"), Industrial Powertrain Solutions ("IPS"), and Power Efficiency Solutions ("PES").
A description of our three operating segments is as follows:
•The AMC segment designs, produces and services conveyor products, conveying automation subsystems, aerospace components, precision motion control solutions, high-efficiency miniature servo motors, controls, drives and linear actuators, as well as power management products that include automatic transfer switches and paralleling switchgear. The segment sells into markets that include industrial automation, robotics, food and beverage, aerospace, medical, agricultural and construction, general industrial, data center, and other markets.
•The IPS segment designs, produces and services a broad portfolio of highly-engineered transmission products, including mounted and unmounted bearings, couplings, mechanical power transmission drives and components, gearboxes and gear motors, clutches, brakes, and industrial powertrain components and solutions. Increasingly, the segment produces industrial powertrain solutions, which are integrated sub-systems comprised of Regal Rexnord motors plus the critical power transmission components that efficiently transmit motion to power industrial applications. The segment serves a broad range of markets that include metals and mining, general industrial, energy, alternative energy, machinery / off-highway, discrete automation and other markets.
•The PES segment designs and produces fractional to approximately 5 horsepower AC and DC motors, electronic variable speed controls, electronic drives, fans and blowers, as well as integrated subsystems comprised of two or more of these components. The segment's products are used in residential and commercial HVAC, water heaters, commercial refrigeration, commercial building ventilation, pool and spa, irrigation, dewatering, agricultural, conveying and other applications.
On September 23, 2023, we signed an agreement to sell our industrial motors and generators businesses which represented the substantial majority of the Industrial Systems operating segment. The transaction closed on April 30, 2024. See Note 3 -Divestitures and Note 6 - Segment Information of the Notes to the Condensed Consolidated Financial Statements for further information and a description of the Company's operating segments, respectively.
Components of Profit and Loss
Net Sales. We sell our products to a variety of manufacturers, distributors and end users. Our customers consist of a large cross-section of businesses, ranging from Fortune 100 companies to small businesses. A number of our products are sold to Original Equipment Manufacturers ("OEMs"), who incorporate our products into products they manufacture, and many of our products are built to the requirements of our customers. The majority of our sales are derived from direct sales to customers by sales personnel employed by the Company, however, a significant portion of our sales are derived from sales made by manufacturer’s representatives. Our product sales are made via purchase order, long-term contract, and, in some instances, one-time purchases. Many of our products have broad customer bases, with the levels of concentration of revenue varying from business unit to business unit.
Our level of net sales for any given period is dependent upon a number of factors, including (i) the demand for our products; (ii) the strength of the economy generally and the end markets in which we compete; (iii) our customers’ perceptions of our product quality at any given time; (iv) our ability to meet customer demands in a timely manner; and (v) the selling price of our
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products. As a result, our total revenue has tended to experience quarterly variations and our total revenue for any particular quarter may not be indicative of future results.
We use the term “organic sales" to refer to sales from existing operations excluding (i) sales from acquired businesses recorded prior to the first anniversary of an acquisition (“Acquisition Sales”), (ii) less the amount of sales attributable to any businesses divested/to be exited, and (iii) the impact of foreign currency translation. The impact of foreign currency translation is determined by translating the respective period’s organic sales using the same currency exchange rates that were in effect during the prior year periods. We use the term “organic sales growth” to refer to the increase in our sales between periods that is attributable to organic sales. We use the term “acquisition growth” to refer to the increase in our sales between periods that is attributable to Acquisition Sales. Organic sales, organic sales growth and acquisition growth are non-GAAP financial measures. See reconciliation of these measures to GAAP net sales in the section entitled "Non-GAAP Measures" below.
Gross Profit. Our gross profit is impacted by our levels of net sales and cost of sales. Our cost of sales consists of costs for, among other things (i) raw materials, including copper, steel and aluminum; (ii) components such as castings, bars, tools, bearings and electronics; (iii) wages and related personnel expenses for fabrication, assembly and logistics personnel; (iv) manufacturing facilities, including depreciation on our manufacturing facilities and equipment, insurance and utilities; and (v) shipping. The majority of our cost of sales consists of raw materials and components. The price we pay for commodities and components can be subject to commodity price fluctuations. We attempt to mitigate portions of the commodity price fluctuations through fixed-price agreements with suppliers and our hedging strategies. When we experience commodity price increases, we have tended to announce price increases to our customers, with such increases generally taking effect a period of time after the public announcements. For those sales we make under long-term arrangements, we tend to include material price formulas that specify quarterly or semi-annual price adjustments based on a variety of factors, including commodity prices.
Outside of general economic cyclicality, our business units experience different levels of variation in sales from quarter to quarter based on factors specific to each business. For example, a portion of our PES segment manufactures products that are used in air conditioning applications. As a result, our sales for that business tend to be lower in the first and fourth quarters and higher in the second and third quarters. In contrast, our IPS and AMC segments each have a broad customer base and a variety of applications, thereby helping to mitigate large quarter-to-quarter fluctuations outside of general economic conditions.
Operating Expenses. Our operating expenses consist primarily of (i) general and administrative expenses; (ii) sales and marketing expenses; (iii) general engineering and research and development expenses; and (iv) handling costs incurred in conjunction with distribution activities. Personnel related costs are our largest operating expense.
Our general and administrative expenses consist primarily of costs for (i) salaries, benefits and other personnel expenses related to our executive, finance, human resource, information technology, legal and operations functions; (ii) occupancy expenses; (iii) technology related costs; (iv) depreciation and amortization; and (v) corporate-related travel. The majority of our general and administrative costs are for salaries and related personnel expenses. These costs can vary by business given the location of our different manufacturing operations.
Our sales and marketing expenses consist primarily of costs for (i) salaries, benefits and other personnel expenses related to our sales and marketing function; (ii) internal and external sales commissions and bonuses; (iii) travel, lodging and other out-of-pocket expenses associated with our selling efforts; and (iv) other related overhead.
Our general engineering and research and development expenses consist primarily of costs for (i) salaries, benefits and other personnel expenses; (ii) the design and development of new products and enhancements to existing products; (iii) quality assurance and testing; and (iv) other related overhead. Our research and development efforts tend to be targeted toward developing new products that would allow us to maintain or gain additional market share, whether in new or existing applications. In particular, a large driver of our research and development efforts is to raise the energy efficiency and lower the environmental impact of our products and sub-systems.
Income from Operations. Our income from operations consists of segment gross profit less segment operating expenses. In addition, there are shared operating costs that cover corporate, engineering and IT expenses that are consistently allocated to the operating segments and are included in segment operating expenses. Income from operations is a key metric used to measure year-over-year performance of the segments.
2025 Outlook
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The Company has updated its annual guidance for GAAP diluted earnings per share to a range of $4.49 to $5.29 due to gain on sale of assets for the three months ended March 31, 2025. The Company's mitigation actions are expected to neutralize the impact of current tariffs on 2025 earnings.
Results of Operations
| March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||
| Amount | Percent of Net Sales | Amount | Percent of Net Sales | ||||||||||||||||||||
| Net Sales: | |||||||||||||||||||||||
| Automation & Motion Control | $ | 396.3 | $ | 400.2 | |||||||||||||||||||
| Industrial Powertrain Solutions | 612.7 | 643.4 | |||||||||||||||||||||
| Power Efficiency Solutions | 409.1 | 385.3 | |||||||||||||||||||||
| Industrial Systems | — | 118.8 | |||||||||||||||||||||
| Consolidated | $ | 1,418.1 | $ | 1,547.7 | |||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Automation & Motion Control | $ | 158.1 | 39.9 | % | $ | 159.9 | 40.0 | % | |||||||||||||||
| Industrial Powertrain Solutions | 257.5 | 42.0 | % | 264.8 | 41.2 | % | |||||||||||||||||
| Power Efficiency Solutions | 112.0 | 27.4 | % | 99.3 | 25.8 | % | |||||||||||||||||
| Industrial Systems | — | — | % | 29.1 | 24.5 | % | |||||||||||||||||
| Consolidated | $ | 527.6 | 37.2 | % | $ | 553.1 | 35.7 | % | |||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Automation & Motion Control | $ | 123.0 | 31.0 | % | $ | 119.7 | 29.9 | % | |||||||||||||||
| Industrial Powertrain Solutions | 175.8 | 28.7 | % | 182.7 | 28.4 | % | |||||||||||||||||
| Power Efficiency Solutions | 69.1 | 16.9 | % | 70.8 | 18.4 | % | |||||||||||||||||
| Industrial Systems | — | — | % | 46.0 | 38.7 | % | |||||||||||||||||
| Consolidated | $ | 367.9 | 25.9 | % | $ | 419.2 | 27.1 | % | |||||||||||||||
| Income (Loss) from Operations | |||||||||||||||||||||||
| Automation & Motion Control | $ | 35.1 | 8.9 | % | $ | 40.2 | 10.0 | % | |||||||||||||||
| Industrial Powertrain Solutions | 81.7 | 13.3 | % | 82.1 | 12.8 | % | |||||||||||||||||
| Power Efficiency Solutions | 42.9 | 10.5 | % | 28.5 | 7.4 | % | |||||||||||||||||
| Industrial Systems | — | — | % | (16.9) | (14.2) | % | |||||||||||||||||
| Consolidated | $ | 159.7 | 11.3 | % | $ | 133.9 | 8.7 | % | |||||||||||||||
| Interest Expense | $ | 90.2 | 105.4 | ||||||||||||||||||||
| Interest Income | (4.2) | (3.1) | |||||||||||||||||||||
| Other Expense, Net | 0.7 | 0.3 | |||||||||||||||||||||
| Income before Taxes | 73.0 | 31.3 | |||||||||||||||||||||
| Provision for Income Taxes | 15.5 | 10.9 | |||||||||||||||||||||
| Net Income | 57.5 | 20.4 | |||||||||||||||||||||
| Less: Net Income Attributable to Noncontrolling Interests | 0.2 | 0.6 | |||||||||||||||||||||
| Net Income Attributable to Regal Rexnord Corporation | $ | 57.3 | $ | 19.8 | |||||||||||||||||||
Three Months Ended March 31, 2025 Compared to March 31, 2024
Net sales for the first quarter 2025 were $1,418.1 million, a decrease of $129.6 million, or 8.4%, compared to the first quarter of 2024. The decrease consisted of a negative impact from divestitures of 7.9%, and a negative foreign currency translation impact of 1.2%, partially offset by an organic sales increase of 0.7%. The decrease from divestitures was primarily due to a reduction of $118.8 million from the divestiture of the industrial motors and generators business. The increase in organic sales of $10.5 million was driven by a $30.7 million increase within PES and a $1.6 million increase within AMC, partially offset by
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a $21.8 million decrease in organic sales within IPS. Gross profit for the first quarter 2025 was $527.6 million, a decrease of $25.5 million or 4.6% compared to the first quarter 2024 primarily due to a decrease of $29.1 million from the divestiture of the industrial motors and generators business and a decrease of $7.3 million from the IPS segment, partially offset by an increase of $12.7 million from the PES segment. Total operating expenses for the first quarter 2025 were $367.9 million, a decrease of $51.3 million or 12.2% as compared to the first quarter 2024. The decrease was primarily driven by a reduction of $46.0 million from the divestiture of the industrial motors and generators business.
AMC net sales for the first quarter 2025 were $396.3 million, a decrease of $3.9 million or 1.0% as compared to the first quarter 2024. The decrease consisted of negative foreign currency translation of 1.4%, partially offset by an organic sales increase of 0.4% reflecting strength in the aerospace and defense markets and discrete automation markets, net of weakness in the general industrial and medical markets. Gross profit for the first quarter of 2025 is relatively consistent with the first quarter of 2024. Total operating expenses for the first quarter of 2025 are relatively consistent with the first quarter of 2024.
IPS net sales for the first quarter 2025 were $612.7 million, a decrease of $30.7 million or 4.8% as compared to the first quarter 2024. The decrease consisted of an organic sales decline of 3.4% and negative foreign currency translation of 1.4%. The $21.8 million decrease in organic sales primarily reflects declines in metals and mining, and in the machinery/off-highway markets within general industrial, partially offset by growth in energy markets. Gross profit for the first quarter of 2025 was $257.5 million, a decrease of $7.3 million or 2.8% as compared to the first quarter of 2024. The decrease includes higher restructuring expenses of $3.2 million. Total operating expenses for the first quarter of 2025 were $175.8 million, a decrease of $6.9 million, or 3.8% as compared to the first quarter of 2024. The decrease was primarily driven by a $6.0 million gain on the sale of fixed assets in the first quarter of 2025 that did not occur in the first quarter of 2024.
PES net sales for the first quarter 2025 were $409.1 million, an increase of $23.8 million or 6.2% as compared to the first quarter 2024. The increase consisted of an organic sales increase of 8.0%, negative impact of divestitures of 0.9%, and negative foreign currency translation of 0.9%. The $30.7 million increase in organic sales primarily reflects growth in the N.A. residential HVAC market. Gross profit for the first quarter 2025 was $112.0 million, an increase of $12.7 million or 12.8% as compared to the first quarter 2024. The increase includes lower restructuring expenses of $4.4 million. Total operating expenses for the first quarter of 2025 are relatively consistent with the first quarter of 2024.
The effective tax rate for the three months ended March 31, 2025 was 21.2% versus 34.8% for the three months ended March 31, 2024. The decrease was primarily driven by the non-deductible loss incurred in the prior year associated with the divestiture of the industrial motors and generators business.
Non-GAAP Measures
As noted above, we disclose organic sales, organic sales growth and acquisition growth non-GAAP financial measures, and we reconcile these measures in the table below to GAAP net sales. We believe that these non-GAAP financial measures are useful measures for providing investors with additional information regarding our results of operations and for helping investors understand and compare our operating results across accounting periods and compared to our peers. This additional non-GAAP information is not meant to be considered in isolation or as a substitute for the Company's results of operations prepared and presented in accordance with GAAP.
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| Automation & Motion Control | Industrial Powertrain Solutions | Power Efficiency Solutions | Industrial Systems | Total | ||||||||||||||||||||||||||||
Net Sales for Three Months Ended March 31, 2025 | $ | 396.3 | $ | 612.7 | $ | 409.1 | $ | — | $ | 1,418.1 | ||||||||||||||||||||||
| Impact from Foreign Currency Exchange Rates | 5.5 | 8.9 | 3.4 | — | 17.8 | |||||||||||||||||||||||||||
Organic Sales for Three Months Ended March 31, 2025 | $ | 401.8 | $ | 621.6 | $ | 412.5 | $ | — | $ | 1,435.9 | ||||||||||||||||||||||
Net Sales for Three Months Ended March 31, 2024 | $ | 400.2 | $ | 643.4 | $ | 385.3 | $ | 118.8 | $ | 1,547.7 | ||||||||||||||||||||||
| Net Sales from Businesses Divested | — | — | (3.5) | (118.8) | (122.3) | |||||||||||||||||||||||||||
Adjusted Net Sales Three Months Ended March 31, 2024 | $ | 400.2 | $ | 643.4 | $ | 381.8 | $ | — | $ | 1,425.4 | ||||||||||||||||||||||
| Three Months Ended Mar 31, 2025 Net Sales Growth % | (1.0) | % | (4.8) | % | 6.2 | % | (100.0) | % | (8.4) | % | ||||||||||||||||||||||
| Three Months Ended Mar 31, 2025 Foreign Currency Impact % | (1.4) | % | (1.4) | % | (0.9) | % | — | % | (1.2) | % | ||||||||||||||||||||||
| Three Months Ended Mar 31, 2025 Divestitures % | — | % | — | % | (0.9) | % | (100.0) | % | (7.9) | % | ||||||||||||||||||||||
| Three Months Ended Mar 31, 2025 Organic Sales Growth % | 0.4 | % | (3.4) | % | 8.0 | % | — | % | 0.7 | % | ||||||||||||||||||||||
Liquidity and Capital Resources
General
Our principal source of liquidity is cash flow provided by operating activities. In addition to operating income, other significant factors affecting our cash flow include working capital levels, capital expenditures, dividends, share repurchases, acquisitions and divestitures, availability of debt financing and the ability to attract long-term capital at acceptable terms.
Cash flow provided by operating activities was $102.3 million for the three months ended March 31, 2025, a $19.2 million increase from the three months ended March 31, 2024. This increase was primarily driven by additional income generated in 2025.
Our working capital was $1,535.0 million as of March 31, 2025, compared to $1,535.6 million as of December 31, 2024, which is comparable period over period.
Cash flow used in investing activities was $3.5 million for the three months ended March 31, 2025 as compared to cash flow used in investing activities of $17.5 million for the three months ended March 31, 2024. The decrease was primarily driven by higher proceeds received from sales of property, plant and equipment in 2025.
In 2025, we anticipate capital spending for property, plant and equipment to be approximately $120 million. We believe that our present manufacturing facilities will be sufficient to provide adequate capacity for our operations for the remainder of 2025. We anticipate funding remaining 2025 capital spending with operating cash flows.
Cash flow used in financing activities was $192.5 million for the three months ended March 31, 2025, compared to $168.0 million used in financing activities for the three months ended March 31, 2024. We made net debt repayments of $164.1 million during the three months ended March 31, 2025, compared to net debt repayments of $137.5 million during the three months ended March 31, 2024. The net debt repayments in the current year primarily reflected payments of $185.0 million on the Term Facility, partially offset by $21.8 million of net borrowings made on the Multicurrency Revolving Facility during the three months ended March 31, 2025. The net debt payments in the prior year primarily resulted from payments of $60.0 million on the Term Facility and $71.7 million net repayments made on the Multicurrency Revolving Facility during the three months
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ended March 31, 2024. There were $23.2 million of dividends paid for the three months ended March 31, 2025, compared to $23.3 million of dividends paid in the prior year.
The following table presents selected financial information and statistics as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Cash and Cash Equivalents | $ | 305.3 | $ | 393.5 | ||||||||||
| Trade Receivables, Net | 852.1 | 842.8 | ||||||||||||
| Inventories | 1,279.0 | 1,227.5 | ||||||||||||
| Accounts Payable | 589.3 | 542.8 | ||||||||||||
| Working Capital (Current Assets less Current Liabilities) | 1,535.0 | 1,535.6 | ||||||||||||
| Current Ratio | 2.3:1 | 2.3:1 | ||||||||||||
As of March 31, 2025, $295.8 million of our cash was held by foreign subsidiaries and could be used in our domestic operations if necessary. We anticipate being able to support our liquidity and operating needs largely through cash generated from operations. We regularly assess our cash needs and the available sources to fund these needs which includes repatriation of foreign earnings which may be subject to withholding taxes. Under current law, we do not expect restrictions or taxes on repatriation of cash held outside of the United States to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future. As of March 31, 2025, we have repatriated approximately $167.8 million of foreign cash in 2025 to support the repayment of debt. We are continuing to evaluate opportunities to repatriate additional foreign cash in 2025.
We will, from time to time, maintain excess cash balances which may be used to (i) fund operations, (ii) repay outstanding debt, (iii) fund acquisitions, (iv) pay dividends, (v) make investments in new product development programs, (vi) repurchase our common stock, or (vii) fund other corporate objectives.
As of March 31, 2025, the Company has $1,100.0 million of 2026 Senior Notes which are scheduled to mature on February 16, 2026. The Company may refinance the 2026 Senior Notes with a long-term financing arrangement or may use its availability under its Multicurrency Revolving Facility and cash generated from operations to repay all or a portion of the 2026 Senior Notes. The Company has adequate liquidity under its Multicurrency Revolving Facility maturing on March 28, 2027 to refinance the 2026 Senior Notes on a long-term basis and accordingly, the Company continues to classify the debt as non-current in the Condensed Consolidated Balance Sheet as of March 31, 2025.
As of March 31, 2025, the Company had $480.0 million of borrowings under the Term Facility and $61.8 million of borrowings under the Multicurrency Revolving Facility, along with $1,508.2 million of available borrowing capacity. The Company pays a non-use fee on the aggregate unused amount of the Multicurrency Revolving Facility at a rate determined by reference to its consolidated funded debt to consolidated EBITDA ratio.
The Company plans to use cash generated from operations to fund its interest obligations and reduce the principal balance of its debt over time.
See Note 7 - Debt and Bank Credit Facilities of the Notes to the Condensed Consolidated Financial Statements for more information.
Guarantor Information
Regal Rexnord Corporation (the “Parent”) is the issuer of the Senior Notes, which are guaranteed by each of its direct and indirect wholly-owned subsidiaries that is a borrower or guarantor under the Credit Agreement (the “Guarantor Subsidiaries” and, each, a “Guarantor Subsidiary”). The Senior Notes are jointly and severally unconditionally guaranteed on a senior unsecured basis by the Guarantor Subsidiaries. The guarantees are subject to release in limited circumstances upon the occurrence of certain customary conditions. For example, a Guarantor Subsidiary may be released from its guarantee of the Senior Notes under certain circumstances, including following the Parent achieving certain corporate or similar credit ratings. In addition, the guarantee of a Guarantor Subsidiary will automatically terminate under certain circumstances, including if such Guarantor Subsidiary is permanently released from its guarantee of, and is not a borrower under, the Credit Agreement.
If any of the Parent’s subsidiaries that do not guarantee the Senior Notes (the “Non-Guarantor Subsidiaries”) becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors generally will be entitled to payment on their claims from the assets of such subsidiary before any of those assets would be made
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available to the Parent or any Guarantor Subsidiary. Consequently, the claims of holders of the Senior Notes are structurally subordinated to all of the existing and future liabilities, including trade payables, of the Non-Guarantor Subsidiaries.
The following tables set forth financial information attributable to the Parent and the Guarantor Subsidiaries (collectively the “Obligor Group”). The financial information of the Obligor Group is presented on a combined basis, excluding intercompany balances and transactions between entities in the Obligor Group which have been eliminated. The financial information of the Obligor Group excludes equity investments in, and equity income or loss from, subsidiaries that are not in the Obligor Group. Material amounts due from, due to, and transactions with Non-Guarantor Subsidiaries which are included in the condensed financial information of the Obligor Group are presented with each table.
The following table sets forth summarized balance sheet information of the Obligor Group as of March 31, 2025 and December 31, 2024:
March 31, 2025 | December 31, 2024 | |||||||||||||
| Total Current Assets | 1,165.6 | 1,132.2 | ||||||||||||
| Goodwill | 4,220.9 | 4,220.9 | ||||||||||||
| Intangible Assets, Net of Amortization | 2,126.9 | 2,178.3 | ||||||||||||
| Other Noncurrent Assets | 904.9 | 863.3 | ||||||||||||
| Total Assets | 7,252.7 | 7,262.5 | ||||||||||||
| Total Current Liabilities | 663.8 | 658.0 | ||||||||||||
| Long-Term Debt | 5,266.8 | 5,428.0 | ||||||||||||
| Other Noncurrent Liabilities | 3,663.6 | 3,682.5 | ||||||||||||
| Total Liabilities | 8,930.4 | 9,110.5 | ||||||||||||
| Due from Non-Guarantor Subsidiaries | 444.0 | 398.5 | ||||||||||||
| Due to Non-Guarantor Subsidiaries | 3,107.9 | 3,114.0 | ||||||||||||
The following table sets forth summarized income statement information of the Obligor Group for the three months ended March 31, 2025 and March 31, 2024:
March 31, 2025 | March 31, 2024 | |||||||||||||
| Net Sales | 794.1 | 829.2 | ||||||||||||
| Gross Profit | 302.8 | 315.7 | ||||||||||||
| Income from Operations | 60.5 | 39.6 | ||||||||||||
| Interest Expense | 114.8 | 125.4 | ||||||||||||
| Net Loss | (49.2) | (69.6) | ||||||||||||
| Net Loss Attributable to Regal Rexnord Corporation | (49.2) | (69.6) | ||||||||||||
| Net Sales to Non-Guarantor Subsidiaries | 57.8 | 67.5 | ||||||||||||
| Interest Expense Due to Non-Guarantors | 28.5 | 20.5 | ||||||||||||
Critical Accounting Estimates
Our critical accounting policies and estimates, which are discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, have not materially changed since that report was filed.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk relating to our operations due to changes in interest rates, foreign currency exchange rates and commodity prices of purchased raw materials. We manage the exposure to these risks through a combination of normal operating and financing activities and derivative financial instruments such as interest rate swaps, commodity cash flow hedges and foreign currency forward exchange contracts. All hedging transactions are authorized and executed pursuant to clearly defined policies and procedures, which prohibit the use of financial instruments for speculative purposes.
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Generally, hedges are recorded on the balance sheet at fair value and are accounted for as cash flow hedges, with changes in fair value recorded in Accumulated Other Comprehensive Income (Loss) (“AOCI”) in each accounting period. An ineffective portion of the hedges' change in fair value, if any, is recorded in earnings in the period of change.
Interest Rate Risk
We are exposed to interest rate risk on certain of our outstanding debt obligations used to finance our operations and acquisitions. Loans under the Credit Agreement bear interest at variable rates plus a margin, based on our consolidated net leverage ratio. As of March 31, 2025, excluding the impact of interest rate swaps, we had $4,794.2 million of fixed rate debt and $541.8 million of variable rate debt. We utilize interest rate swaps to manage fluctuations in cash flows resulting from exposure to interest rate risk on forecasted variable rate interest payments.
Our variable rate debt exposes us to fluctuations in required interest payments due to changes in interest rates. A hypothetical 10% change in our weighted average borrowing rate on outstanding variable rate debt as of March 31, 2025 would result in a $2.6 million change in after-tax annualized earnings. We entered into two forward starting pay fixed/receive floating non-amortizing interest rate swaps in June 2020, with a total notional amount of $250.0 million to manage fluctuations in cash flows from interest rate risk related to variable rate interest. These swaps were terminated in March 2022 upon closing the Credit Agreement. The cash proceeds of $16.2 million received to settle the terminated swaps is being recognized into interest expense via the effective interest rate method through July 2025 when the terminated swaps were scheduled to expire. We also entered into two forward starting pay fixed/receive floating non-amortizing interest rate swaps in May 2022, with a total notional amount of $250.0 million to manage fluctuations in cash flows from interest rate risk related to variable rate interest. Upon inception, the swaps were designated as a cash flow hedges against forecasted interest payments with gains and losses, net of tax, measured on an ongoing basis, recorded in AOCI.
Details regarding the instruments as of March 31, 2025 are as follows:
| Instrument | Notional Amount | Maturity | Rate Paid | Rate Received | Fair Value | ||||||||||||
| Swap | $250.0 | March 2027 | 3.0% | SOFR (3 Month) | $ | 3.3 | |||||||||||
As of March 31, 2025 and December 31, 2024, an interest rate swap asset of $3.3 million and $5.5 million, respectively, was included in Other Noncurrent Assets. There was an unrealized gain of $3.8 million, net of tax, (a $1.3 million gain on the terminated swaps and a $2.5 million gain on the active swaps) and an unrealized gain of $6.4 million, net of tax, (a $2.2 million gain on the terminated swaps and a $4.2 million gain on the active swaps) as of March 31, 2025 and December 31, 2024, respectively, that was recorded in AOCI for the effective portion of the hedges.
Foreign Currency Risk
We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of foreign subsidiaries, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies. Our objective is to minimize our exposure to these risks through a combination of normal operating activities and the utilization of foreign currency exchange contracts to manage our exposure on the forecasted transactions denominated in currencies other than the applicable functional currency. Contracts are executed with credit worthy banks and are denominated in currencies of major industrial countries. We do not hedge our exposure to the translation of reported results of foreign subsidiaries from local currency to United States dollars.
As of March 31, 2025, derivative currency assets (liabilities) of $18.7 million, $0.1 million and $(8.4) million are recorded in Prepaid Expenses and Other Current Assets, Other Noncurrent Assets and Other Accrued Expenses, respectively. As of December 31, 2024, derivative currency assets (liabilities) of $1.0 million and $13.6 million are recorded in Prepaid Expenses and Other Current Assets and Other Accrued Expenses, respectively. The unrealized loss on the effective portions of the hedges of $2.3 million net of tax, and $5.7 million net of tax, as of March 31, 2025 and December 31, 2024 respectively, were recorded in AOCI. As of March 31, 2025 and December 31, 2024, we had $3.4 million and $2.5 million, respectively, net of tax, currency losses on closed hedge instruments in AOCI that will be realized in earnings when the hedged items impact earnings.
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The following table quantifies the outstanding foreign exchange contracts intended to hedge non-US dollar denominated receivables and payables and the corresponding impact on the value of these instruments assuming a hypothetical 10% appreciation/depreciation of their counter currency on March 31, 2025:
| Gain (Loss) From | ||||||||||||||||||||||||||
| Currency | Notional Amount | Fair Value | 10% Appreciation of Counter Currency | 10% Depreciation of Counter Currency | ||||||||||||||||||||||
| Euro | $ | 1,227.5 | $ | 17.6 | $ | 122.8 | $ | (122.8) | ||||||||||||||||||
| Mexican Peso | 209.9 | (3.3) | 21.0 | (21.0) | ||||||||||||||||||||||
| Chinese Renminbi | 355.7 | (4.5) | 35.6 | (35.6) | ||||||||||||||||||||||
| Indian Rupee | 44.6 | 0.4 | 4.5 | (4.5) | ||||||||||||||||||||||
| Canadian Dollar | 108.0 | 0.2 | 10.8 | (10.8) | ||||||||||||||||||||||
| Australian Dollar | 9.6 | — | 1.0 | (1.0) | ||||||||||||||||||||||
| British Pound | 11.8 | — | 1.2 | (1.2) | ||||||||||||||||||||||
Gains and losses indicated in the sensitivity analysis would be offset by gains and losses on the underlying forecasted non-US dollar denominated cash flows.
Commodity Price Risk
We periodically enter into commodity hedging transactions to reduce the impact of changing prices for certain commodities such as copper and aluminum based upon forecasted purchases of such commodities. The contract terms of commodity hedge instruments generally mirror those of the hedged item, providing a high degree of risk reduction and correlation.
Derivative commodity assets (liabilities) of $3.2 million, $0.5 million and $(0.7) million were recorded in Prepaid Expenses and Other Current Assets, Other Noncurrent Assets and Other Accrued Expenses, respectively, as of March 31, 2025. Derivative commodity assets (liabilities) of $1.0 million and $(4.4) million were recorded in Prepaid Expenses and Other Current Assets and Other Accrued Expenses, respectively as of December 31, 2024. The unrealized gain on the effective portion of the hedges of $2.3 million net of tax and the unrealized loss on the effective portion of the hedges of $3.2 million net of tax, as of March 31, 2025 and December 31, 2024, respectively, was recorded in AOCI. As of March 31, 2025, we had $0.2 million, net of tax, derivative commodity losses on closed hedge instruments. As of December 31, 2024, we had $0.5 million, net of tax, derivative commodity losses on closed hedge instruments in AOCI that were realized in earnings when the hedged items impacted earnings.
The following table quantifies the outstanding commodity contracts intended to hedge raw material commodity prices and the corresponding impact on the value of these instruments assuming a hypothetical 10% appreciation/depreciation of their prices on March 31, 2025:
| Gain (Loss) From | ||||||||||||||||||||||||||
| Commodity | Notional Amount | Fair Value | 10% Appreciation of Commodity Prices | 10% Depreciation of Commodity Prices | ||||||||||||||||||||||
| Copper | $ | 56.0 | $ | 3.0 | $ | 5.6 | $ | (5.6) | ||||||||||||||||||
Gains and losses indicated in the sensitivity analysis would be offset by the actual prices of the commodities.
The net AOCI hedging component balance consists of $0.2 million of gains as of March 31, 2025 which includes $2.7 million of net current deferred losses that are expected to be realized in the next twelve months. The gain/loss reclassified from AOCI into earnings on such derivatives will be recognized in the same period in which the related item affects earnings.
Counterparty Risk
We are exposed to credit losses in the event of non-performance by the counterparties to various financial agreements, including our interest rate swap agreements, foreign currency exchange contracts and commodity hedging transactions. We manage exposure to counterparty credit risk by limiting our counterparties to major international banks and financial institutions meeting established credit guidelines and continually monitoring their compliance with the credit guidelines. We do not obtain collateral or other security to support financial instruments subject to credit risk. We do not anticipate non-performance by our counterparties, but cannot provide assurances.
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ITEM 4. CONTROLS AND PROCEDURES
Disclosure 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 such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective to ensure that (a) information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and (b) information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material changes in the legal matters described in Part I, Item 3 in our Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated herein by reference. See also Note 12 - Contingencies for more information.
ITEM 1A. RISK FACTORS
Our business and financial results are subject to numerous risks and uncertainties. The following risk factors supplement those reported in Part I, Item 1A - Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated herein by reference. For additional information regarding risks and uncertainties facing the Company, please also see the information provided under the header "Cautionary Statement" contained in this Quarterly Report on Form 10-Q.
Risks Relating to the Legal and Regulatory Environment
Changes to and uncertainty in US trade policy, tariff and import/export regulations and foreign government regulations or other trade restrictions imposed by the US or other governments have adversely affected our business and could materially affect our operating results, foreign operations, sourcing and financial condition.
Changes to tariffs and uncertainty in US and international trade policy have adversely impacted and will continue to adversely impact our business and the US and global economy or certain sectors thereof, including our industry, and could have a material adverse effect on our business, operating results, and financial condition. For example, the US has instituted changes in trade policies that include the imposition of higher tariffs on imports into the US, the renegotiation or termination of trade agreements, and may impact other regulations affecting trade between the US and countries where we conduct our business. In particular, the US government imposed tariffs on imports from China, Canada, Mexico and other countries, and such countries have taken, or have threatened to take, retaliatory actions, including imposing retaliatory tariffs. To date, these tariffs and the expected impact from any retaliatory actions have not had a material impact on our business and financial condition. Following the reciprocal tariffs imposed on China by the U.S. on April 2, 2025, we believe that tariffs on goods imported from China, in particular, will have an impact on our business and, while we have plans in place intended to mitigate the impacts of these tariffs on our business, there is no guarantee that such plans will fully mitigate the effects of such tariffs.
Additionally, to date, our internal estimates reflect that the vast majority of goods the Company imports from Canada and Mexico are compliant with the United States-Mexico-Canada Agreement (the “USMCA”) and are therefore exempt from tariffs. While the current tariff regime contemplates that this exemption for USMCA-compliant imports will remain in effect, if
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the current administration decides to alter or remove this exemption, there could be a material adverse effect on our business, operations and financial results to the extent we are unable to mitigate any resulting impacts. We cannot predict what additional changes to trade policy will be made that may have a material adverse effect on our business, financial condition, and results of operations, or could provide our competitors with an advantage over us.
Our business is also subject to other risks associated with US and foreign legislation and regulations relating to imports, including quotas, duties, fees, or taxes, and other charges or restrictions on imports, which will affect our operations and our ability to import products at current or increased levels, and substantially all of our import operations are subject to customs duties or fees on imported products imposed by the governments where our production facilities are located, including raw materials. For example, following the reciprocal tariffs imposed by the US on Chinese goods, China placed export restrictions on certain rare earth minerals. These restrictions create risk in our supply chain and may increase our costs or limit our ability to produce certain of our products that use rare earth minerals, to the extent we are unable to mitigate the related impacts of these restrictions. We cannot predict whether additional US and foreign customs quotas, duties, fees, taxes or other charges or restrictions, requirements as to raw materials, reporting obligations pertaining to “conflict minerals” and polyfluoroalkyl substances (commonly referred to as “PFAS”), or other restrictions will be imposed in the future or adversely modified, or what effect such actions would have on our operations. Future trade agreements, quotas, duties, fees, or the imposition of import requirements may have a material adverse effect on our business, financial condition, and results of operations.
Risks Relating to Our Global Footprint
We manufacture a significant portion of our products outside the US, and political, societal or economic instability or public health or other crises may present additional risks to our business.
As of December 31, 2024, approximately 21,400 of our approximate 30,300 total full-time associates, and 96 of our principal manufacturing and warehouse facilities, were located outside the US. International operations generally are subject to various risks, including political, societal and economic instability, local labor market conditions, public health crises, breakdowns in trade relations, the imposition of tariffs and other trade restrictions, lack of reliable legal systems, ownership restrictions, the impact of government regulations, the effects of income and withholding taxes, governmental expropriation or nationalization, and differences in business practices.
Unfavorable changes in the political, regulatory and business climates in countries where we have operations could have a material adverse effect on our financial condition, results of operations and cash flows, including, for example, the uncertainty surrounding trade relations between the US and China, Mexico, Canada and other countries. In particular, the US government imposed tariffs on imports from China, Canada, Mexico and other countries, and such countries have taken or have threatened to take retaliatory actions. We expect to incur increased costs in connection with the imposition of tariffs by the US government and of retaliatory tariffs imposed by other countries and may experience delays or disruptions in product deliveries and payments in connection with international manufacturing and sales that could cause loss of revenue or higher non-tariff costs.
Moreover, ongoing geopolitical conflicts, including those between Russia and Ukraine and those occurring in the Middle East and similar conflicts, have negatively impacted the global economy and in some instances, have led to various economic sanctions being imposed by the US, United Kingdom, European Union, and other countries. While the impacts of the conflict have not been material on our operating results to date, it is not possible to predict the broader or longer-term consequences of these conflicts or new conflicts that may arise in the future. Continued escalation of geopolitical tensions related to the conflict could also result in the loss of property, supply chain disruptions, significant inflationary pressure on raw material prices and cost and supply of other resources (such as energy and natural gas), fluctuations in our customers’ buying patterns, credit and capital market disruptions that could impact our ability to obtain financing, increase interest rates and have adverse foreign exchange impacts. These broader consequences could have a material adverse effect on our financial condition, results of operations and cash flows. Such sanctions and other measures, as well as the existing and potential further responses to such sanctions, tensions and military actions, could adversely affect the global economy and financial markets and could adversely affect the operations of our subsidiaries in impacted regions as well as our business, financial condition and results of operations.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the quarter ended March 31, 2025, we did not acquire any shares in connection with transactions pursuant to equity incentive plans. Under our equity incentive plans, participants may pay the exercise price or satisfy all or a portion of the federal, state and local withholding tax obligations arising in connection with plan awards by electing to (a) have the Company withhold shares of common stock otherwise issuable under the award, (b) tender back shares received in connection with such award or (c) deliver other previously owned shares of common stock, in each case having a value equal to the exercise price or the amount to be withheld.
At a meeting of the Board of Directors on October 26, 2021, the Company's Board of Directors approved the authorization to purchase up to $500.0 million of shares under the Company's share repurchase program. The new authorization has no expiration date. There were no repurchases of common stock during the current quarter. The maximum value of shares of our common stock remaining available to be purchased as of March 31, 2025 is $145.0 million.
ITEM 5. OTHER INFORMATION
On February 14, 2025 , Curtis Stoelting , a member of our Board of Directors terminated a Rule 10b5-1 trading arrangement, as such term is defined in Item 408 of Regulation S-K, which was originally entered into on May 9, 2023. The terminated plan provided for the potential sale of up to 4,500 shares of our common stock and was scheduled to be effective until all transactions under such plan were completed or until Mr. Stoelting elected to terminate the plan. All 4,500 shares remained available under this plan.
On February 19, 2025 , Mr. Stoelting entered into a new Rule 10b5-1 trading arrangement for the sale of up to 9,000 shares that will be effective May 26, 2025 and will remain in effect indefinitely until all transactions under such plan are completed, or until such time as Mr. Stoelting elects to terminate the plan. The termination of the old plan and the adoption of the new plan occurred during an open trading window.
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ITEM 6. EXHIBITS
| Exhibit Number | Exhibit Description | |||||||
| 22 | ||||||||
| 3.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 101.INS | XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101). | |||||||
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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.
REGAL REXNORD CORPORATION (Registrant) | |||||
| /s/ Robert J. Rehard | |||||
| Robert J. Rehard Executive Vice President Chief Financial Officer (Principal Financial Officer) | |||||
| Date: May 6, 2025 | |||||
REGAL REXNORD CORPORATION (Registrant) | |||||
| /s/ Alexander P. Scarpelli | |||||
| Alexander P. Scarpelli Senior Vice President Chief Accounting Officer (Principal Accounting Officer) | |||||
| Date: May 6, 2025 | |||||
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