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What changed in RBC Bearings INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of RBC Bearings INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+183 added−200 removedSource: 10-K (2025-05-16) vs 10-K (2024-05-17)

Top changes in RBC Bearings INC's 2025 10-K

183 paragraphs added · 200 removed · 144 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe following table provides a summary of our two reportable business segments: Net Sales and Percent of Sales for the Fiscal Year Ended (amounts in millions) Segment March 30, 2024 April 1, 2023 April 2, 2022 Representative Applications Industrial $ 1,040.9 67 % $ 1,039.0 71 % $ 561.4 60 % ● Mining, energy, aggregates, construction, wind equipment and material handling ● Packaging and canning machinery ● Semiconductor equipment ● Industrial gears, components and collets Aerospace/Defense $ 519.4 33 % $ 430.3 29 % $ 381.5 40 % ● Airframe control and actuation ● Aircraft engine controls and landing gear ● Missile launchers ● Radar and night vision systems ● Hydraulics and valves ● Space applications 2 Products Bearings, gearing and engineered components are employed to perform several functions including reduction of friction, transfer of motion, carriage of loads, and control of pressure and flows.
Biggest changeThe following table provides a summary of our two reportable business segments: Net Sales and Percent of Sales for the Fiscal Year Ended (amounts in millions) Segment March 29, 2025 March 30, 2024 April 1, 2023 Representative Applications Industrial $ 1,043.5 $ 1,040.9 $ 1,039.0 ● Heavy machinery and other capital goods manufacturing 64 % 67 % 71 % ● Mining, energy, aggregates, construction, and material handling ● Food and beverage, grain and agricultural product handling ● Chemicals, oil and gas ● Warehousing and logistics ● Manufacturing automation and semiconductor equipment ● Power generation, waste and water management ● Rail and transportation Aerospace/Defense $ 592.8 36 % $ 519.4 33 % $ 430.3 29 % ● Airframe flight control and actuation ● Aircraft engines ● Helicopter rotary systems ● Landing gear ● Missiles and guided munitions ● Optical and targeting systems ● Hydraulics and valves ● Space and satellite applications 2 Products Bearings, gearing and engineered components are employed to perform several functions including reduction of friction, transfer of motion, carriage of loads, and control of pressure and flows.
ITEM 1. BUSINESS RBC Bearings Incorporated RBC Bearings Incorporated, together with its subsidiaries, is an international manufacturer and marketer of highly engineered precision bearings, components and essential systems for the industrial, defense and aerospace industries.
ITEM 1. BUSINESS RBC Bearings Incorporated RBC Bearings Incorporated, together with its subsidiaries, is an international manufacturer and marketer of highly engineered precision bearings, components and essential systems for the aerospace, defense and industrial industries.
We store product inventory in warehouses located in the Midwest, Southwest and on the East and West coasts of the U.S. as well as in Australia, Canada, France, India, Mexico, the People’s Republic of China, England and Switzerland. The inventory is located in these locations based on analysis of customer demand to provide superior service and product availability.
We store product inventory in warehouses located in the Midwest, Southwest and on the East and West coasts of the U.S. as well as in Australia, Canada, England, France, India, Mexico, the People’s Republic of China and Switzerland. The inventory is located in these locations based on analysis of customer demand to provide superior service and product availability.
Our products target market applications in which our engineering and manufacturing capabilities provide us with a competitive advantage in the marketplace. 1 Our largest industrial customers include Caterpillar, Komatsu and Halliburton and various aftermarket distributors including Motion Industries, Applied Industrial, Baldwin Supply, BDI and Purvis Industries.
Our products target market applications in which our engineering and manufacturing capabilities provide us with a competitive advantage in the marketplace. Our largest industrial customers include Caterpillar, Komatsu and Halliburton and various aftermarket distributors including Motion Industries, Applied Industrial, Baldwin Supply, BDI and Purvis Industries.
We supply precision products for many of the commercial aircraft currently operating worldwide and are the primary bearing supplier for many of the aircraft OEMs’ product lines. Commercial aerospace customers generally require precision products, often of special materials, made to unique designs and specifications.
We supply precision products for many of the commercial aircraft currently operating worldwide and are the primary bearing supplier for many of the aircraft OEMs’ product lines. Commercial aerospace customers generally require precision products, often constructed of special materials and made to unique designs and specifications.
However, we believe that the unique nature of many of our products prevents other suppliers from being able to satisfy customer orders on a timely or cost-effective basis, thereby making it impracticable for our customers to shift their purchase of these products to other suppliers. Human Capital RBC employs 5,302 people worldwide.
However, we believe that the unique nature of many of our products prevents other suppliers from being able to satisfy customer orders on a timely or cost-effective basis, thereby making it impracticable for our customers to shift their purchase of these products to other suppliers. Human Capital RBC employs 5,334 people worldwide.
We do not anticipate material capital expenditures for environmental compliance in fiscal year 2025. Available Information We file our annual, quarterly and current reports, proxy statements, and other documents with the Securities Exchange Commission (“SEC”) under the Securities Exchange Act of 1934.
We do not anticipate material capital expenditures for environmental compliance in fiscal year 2026. Available Information We file our annual, quarterly and current reports, proxy statements, and other documents with the Securities Exchange Commission (“SEC”) under the Securities Exchange Act of 1934.
Financial information regarding geographic areas is set forth in Part II, Item 8, Note 20 of this Annual Report on Form 10-K.
Financial information regarding geographic areas is set forth in Part II, Item 8, Note 19 of this Annual Report on Form 10-K.
All quantitative data contained in this Annual Report on Form 10-K (the “Annual Report”) is stated in millions, except for share and per-share data, number of facilities and their locations, square footage, and headcount. The Bearing, Gearing and Engineered Component Industry The bearing, gearing and engineered component industry is a fragmented multi-billion-dollar market.
All quantitative data contained in this Annual Report on Form 10-K (the “Annual Report”) is stated in millions, except for share and per-share data, number of facilities, and headcount. The Bearing, Gearing and Engineered Component Industry The bearing, gearing and engineered component industry is a fragmented multi-billion-dollar market.
In fiscal 2024, approximately 2% of our net sales were made directly, and we estimate that approximately an additional 9% of our net sales were made indirectly, to the U.S. government. The contracts or subcontracts for these sales may be subject to renegotiation of profit or termination at the election of the U.S. government.
In fiscal 2025, approximately 3% of our net sales were made directly, and we estimate that approximately an additional 9% of our net sales were made indirectly, to the U.S. government. The contracts or subcontracts for these sales may be subject to renegotiation of profit or termination at the election of the U.S. government.
In the aerospace market, new aircraft build rates along with carrier traffic volume worldwide determines demand for our solutions. Activity in the defense market is influenced by modernization programs necessitating spending on new equipment, as well as continued utilization of deployed equipment supporting aftermarket demand for replacement bearings, gearing and engineered components.
In the commercial aerospace market, new aircraft build rates along with carrier traffic volumes worldwide determine demand for our solutions. Activity in the defense market is influenced by modernization programs necessitating spending on new equipment, as well as continued utilization of deployed equipment supporting aftermarket demand for replacement bearings, gearing and engineered components.
Department of Defense (the “DOD”) and certain foreign governments for use in fighter jets, troop transports, naval vessels, helicopters, gas turbine engines, armored vehicles, guided weaponry, spaceflight and satellites. We manufacture an extensive line of standard products that conform to many domestic military application requirements, as well as customized products designed for unique applications.
Department of Defense (the “DOD”) and certain foreign governments for use in fighter jets, helicopters, naval vessels, gas turbine engines, armored vehicles, transport vehicles, guided weaponry, and space and satellite applications. We manufacture an extensive line of standard products that conform to many domestic military application requirements, as well as customized products designed for unique applications.
A monthly review of product line production performance assures an environment of continuous attainment of profitability and quality goals. Capacity. Our plants currently run on a full first shift with second and third shifts at select locations to meet the demands of our customers.
Ongoing review of product line production performance assurance an environment of continue attainment of profitability and quality goals. Capacity. Our plants currently run on a full first shift with second and third shifts at select locations to meet the demands of our customers.
Of that, 3,738 are employed at our 35 U.S. facilities and 1,564 are employed at our 19 international facilities located in Canada, Mexico, France, Switzerland, Germany, Poland, India, Australia, China and England. The majority of our personnel are RBC employees rather than independent contractors, temporaries or third-party labor provider personnel.
Of that, 3,754 are employed at our 34 U.S. facilities and 1,580 are employed at our 20 international facilities located in Australia, Canada, England, France, Germany, India, Mexico, the People’s Republic of China, Poland and Switzerland. The majority of our personnel are RBC employees rather than independent contractors, temporaries or third-party-labor-provider personnel.
In addition, this Annual Report on Form 10-K, as well as our quarterly reports on Form 10-Q, current reports on Form 8-K, any amendments to any of the foregoing reports, and our governance documents, are made available free of charge on our website (http:// www.rbcbearings.com ) as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC.
In addition, this Annual Report on Form 10-K and our other periodic filings with the SEC (including our quarterly reports on Form 10-Q and current reports on Form 8-K), any amendments to any of the foregoing, and our governance documents are made available free of charge on our website ( https://investor.rbcbearings.com ) as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.
For further discussion of the possible effects of changes in the cost of raw materials on our business, see Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K. Backlog Our order backlog, as of March 30, 2024, was $726.1 compared to $663.8 as of April 1, 2023.
For further discussion of the possible effects of import tariffs and changes in the cost of raw materials on our business, see Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K. 5 Backlog Our backlog as of March 29, 2025 was $940.7 compared to $821.5 as of March 30, 2024.
Purchasers of bearings, gearings and engineered components include producers of commercial and military aircraft, submarine and vehicle equipment, energy equipment, machinery manufacturers, industrial equipment and machinery manufacturers, construction machinery manufacturers, rail and train equipment manufacturers, packaging and canning machinery manufacturers, agriculture and mining equipment manufacturers, and specialized equipment manufacturers, as well as distributors who service the aftermarket for these products.
Purchasers of bearings, gearing and engineered components include producers of commercial and military aircraft, submarines, military vehicles, energy equipment, warehousing and logistics systems, industrial equipment, automation systems, construction machinery, rail and transportation equipment, packaging and canning machinery, agriculture and mining equipment, and other forms of specialized equipment, as well as distributors who service the aftermarket for these products.
Our principal raw materials are steel and cast iron. Our suppliers and sources of raw materials are based in the U.S., Europe and Asia. We purchase steel at market prices, which fluctuate as a result of supply and demand driven by economic conditions in the marketplace.
We purchase steel at market prices, which fluctuate as a result of supply and demand driven by economic conditions in the marketplace, and we currently pay import tariffs on our raw materials sourced outside the U.S.
Our largest aerospace and defense customers include the U.S. Department of Defense, Boeing, Airbus, Newport News Shipbuilding, Lockheed Martin, Northrop Grumman, Raytheon, Blue Origin and SpaceX and various aftermarket distributors including National Precision Bearing and Wencor.
Our largest aerospace and defense customers include the U.S. Department of Defense, Boeing, Airbus, Newport News Shipbuilding, Lockheed Martin, Northrop Grumman, Raytheon, Blue Origin and SpaceX and various aftermarket distributors including National Precision Bearing. We believe our strong relationships with OEMs help drive our aftermarket sales since a portion of OEM sales are ultimately intended for use as replacement parts.
Aerospace/Defense Market (33% of net sales for the fiscal year ended March 30, 2024) We supply bearings and engineered components for use in commercial, private and military aircraft and aircraft engines, guided weaponry, space and satellites, vision and optical systems, and military marine and ground applications.
We believe opportunities exist for growth and margin improvement in this market as a result of the introduction of new products, the expansion of aftermarket sales, and continued manufacturing process improvements. 1 Aerospace/Defense Market (36% of net sales for the fiscal year ended March 29, 2025) We supply bearings and engineered components for use in commercial, private, and military aircraft and aircraft engines, guided weaponry, space and satellites, vision and optical systems, and military marine and ground applications.
We intend to continue to focus on building distributor sales volume. 4 The Company has a joint venture in North America focused on joint warehouse and transportation logistics and e-business services. This joint venture, CoLinx, LLC (“CoLinx”), includes five equity members: Timken, SKF Group, Schaeffler Group, RBC Bearings Incorporated and Gates Industrial Corp.
We intend to continue to focus on building distributor sales volume. 4 The Company has a joint venture in North America focused on joint warehouse and transportation logistics and e-business services. The e-business service focuses on information and business services for authorized distributors in the Industrial segment.
We believe that the diversification of our sales among the various segments of the industrial markets and channels reduces our exposure to downturns in any individual segment. We believe opportunities exist for growth and margin improvement in this market as a result of the introduction of new products, the expansion of aftermarket sales, and continued manufacturing process improvements.
We believe that the diversification of our sales among the various segments of the industrial markets and channels reduces our exposure to downturns in any individual segment.
We also provide customers with updated information through our website, and we have developed on-line integration with specific customers, enabling more efficient ordering and timely order fulfillment for those customers.
The sale of our products is supported by a well-trained and experienced customer service organization, which provides customers with instant access to key information regarding their purchases. We also provide customers with updated information through our website, and we have developed on-line integration with specific customers, enabling more efficient ordering and timely order fulfillment for those customers.
Industrial Market (67% of net sales for the fiscal year ended March 30, 2024) We manufacture bearings, gearing and engineered components for a wide range of diversified industrial markets, including construction and mining, oil and natural resource extraction, heavy truck, aggregates, rail and train, food and beverage, packaging and canning, material handling, semiconductor machinery, wind, and the general industrial markets.
Industrial Market (64% of net sales for the fiscal year ended March 29, 2025) We manufacture bearings, gearing and engineered components for a wide range of diversified industrial markets, including multi-industry manufacturing, construction, metals and mining, aggregate and cement, food and beverage, oil and natural resource extraction, forest products, warehousing and logistics, grain, transportation, packaging and canning, semiconductor equipment, power generation, waste and water management, and other general industrial markets.
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We believe our strong relationships with OEMs help drive our aftermarket sales since a portion of OEM sales are ultimately intended for use as replacement parts.
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Suppliers and Raw Materials We obtain raw materials, component parts and supplies from a variety of sources and generally from more than one supplier. Our principal raw materials are steel and cast iron. Our suppliers and sources of raw materials are based in the U.S., Europe and Asia.
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The e-business service focuses on information and business services for authorized distributors in the Industrial segment. The sale of our products is supported by a well-trained and experienced customer service organization, which provides customers with instant access to key information regarding their purchases.
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Joint Ventures Investments in affiliated companies accounted for under the equity method at March 30, 2024 and April 1, 2023 were $0.6 and $0.6, respectively, and were reported within other noncurrent assets on the consolidated balance sheets. 5 Suppliers and Raw Materials We obtain raw materials, component parts and supplies from a variety of sources and generally from more than one supplier.
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These figures exclude orders from our Sargent marine and Sargent aerospace businesses that are expected to be fulfilled more than 12 months after the balance sheet dates. Including all orders from our Sargent marine and Sargent aerospace businesses, our backlog as of March 30, 2024 was $821.5 compared to $759.4 as of April 1, 2023.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWhile this situation has not had a material adverse effect on our business in the past, future tariffs on our foreign-sourced supplies and/or our finished goods exported to other countries could adversely impact our operating costs or demand for our products. 10 Some of our products and operations are subject to certain approvals and government regulations and the loss of such approvals, or our failure to comply with such regulations, could materially reduce our revenues, cash flows and profitability.
Biggest changeSome of our products and operations are subject to certain approvals and government regulations and the loss of such approvals, or our failure to comply with such regulations, could materially reduce our revenues, cash flows and profitability. Essential to servicing the aerospace market is the ability to obtain product approvals.
Any potential cost-saving opportunities may take several quarters following an acquisition to implement, and any results of these actions may not be realized for several quarters thereafter, if at all. Businesses that we acquire may have liabilities for which we are liable.
Any potential cost-saving opportunities may take several quarters following an acquisition to implement, and any results of these actions may not be realized for several quarters thereafter, if at all. 12 Businesses that we acquire may have liabilities for which we are liable.
Refer to Part I, Item 1C of this Annual Report for details regarding our data protection and cybersecurity risk management program. 11 Work stoppages and other labor problems could materially reduce our ability to operate our business.
Refer to Part I, Item 1C of this Annual Report for details regarding our data protection and cybersecurity risk management program. Work stoppages and other labor problems could materially reduce our ability to operate our business.
Except for a $2.00 per common share special dividend paid in 2014, we have not paid any cash dividends on our common stock and we do not expect to pay cash dividends on the common stock in the foreseeable future.
We do not expect to pay cash dividends on our common stock in the foreseeable future. Except for a $2.00 per common share special dividend paid in 2014, we have never paid any cash dividends on our common stock and we do not expect to pay cash dividends on the common stock in the foreseeable future.
These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. Pursuant to our charter documents, our Board of Directors (the “Board”) consists of eight members serving staggered three-year terms and divided into three classes. As a result, two annual meetings are required to change a majority of the Board members.
These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. Pursuant to our charter documents, our Board of Directors (the “Board”) consists of nine members serving staggered three-year terms and divided into three classes. As a result, two annual meetings are required to change a majority of the Board members.
The loss of a major customer, or a material adverse change in a major customer’s business, could result in a material reduction in our revenues, cash flows and profitability. Our top ten customers collectively accounted for approximately 44%, 41% and 36% of our net sales during fiscal 2024, 2023 and 2022, respectively.
The loss of a major customer, or a material adverse change in a major customer’s business, could result in a material reduction in our revenues, cash flows and profitability. Our top ten customers collectively accounted for approximately 44%, 44% and 41% of our net sales during fiscal 2025, 2024 and 2023, respectively.
Factors that could cause our actual results, performance and achievements or industry results to differ materially from estimates or projections contained in forward-looking statements include, among others, the following: ● The Company’s failure to maintain effective disclosure controls and procedures and internal control over financial reporting; ● Competition in the bearings, engineered components and essential systems industries; ● Weaknesses or cyclicality in any of the industries in which our customers operate; ● Future reductions in U.S. governmental spending or changes in governmental programs, particularly military equipment procurement programs; ● The loss of one or more of our significant customers or conditions that adversely affect the business of any of our significant customers; ● Our ability to obtain and retain product approvals; ● Supply and costs of raw materials (particularly steel) and energy resources, the imposition of import tariffs, and our ability to pass through these costs on a timely basis; ● Our ability to acquire and integrate complementary businesses; ● Unanticipated liabilities of acquired businesses; ● Unexpected equipment failures or catastrophic events; ● Our ability to attract and retain our management team and other highly skilled personnel; ● Work stoppages and other labor problems affecting us or our customers or suppliers; ● Changes in trade agreements or treaties and the imposition of tariffs on our goods exported to other countries; ● Regulatory changes or developments in the U.S. or in foreign countries where we produce or sell products; ● Developments or disputes concerning patents or other proprietary rights; ● Risks associated with utilizing information technology systems, including cyber events; ● Risks associated with operating internationally, including currency translation risks; ● Investors’ perceptions of us and our industry; ● The cancellation of orders in our backlog; ● Possible liability and recalls with respect to our products; ● Risks associated with the substantial amount of goodwill that we have; 8 ● Risks associated with the substantial amount of debt we incurred to finance the Dodge acquisition; and ● Other risks and uncertainties including but not limited to those described from time to time in our current and quarterly reports filed with the SEC.
Factors that could cause our actual results, performance and achievements or industry results to differ materially from estimates or projections contained in forward-looking statements include, among others, the following: ● The Company’s failure to maintain effective disclosure controls and procedures and internal control over financial reporting; ● Competition in the bearings, engineered components and essential systems industries; ● Weaknesses or cyclicality in any of the industries in which our customers operate; ● Future reductions in U.S. governmental spending or changes in governmental programs, particularly military equipment procurement programs; ● The loss of one or more of our significant customers or conditions that adversely affect the business of any of our significant customers; ● Our ability to obtain and retain product approvals; ● Supply and costs of raw materials (particularly steel) and energy resources, the imposition or increase of import tariffs, and our ability to pass through these costs on a timely basis; ● Our ability to acquire and integrate complementary businesses; ● Unanticipated liabilities of acquired businesses; ● Unexpected equipment failures or catastrophic events; ● Our ability to attract and retain our management team and other highly skilled personnel; ● Work stoppages and other labor problems affecting us or our customers or suppliers; ● Changes in trade agreements or treaties and the imposition or increase of tariffs on our goods exported to other countries; ● Regulatory changes or developments in the U.S. or in foreign countries where we produce or sell products; ● Developments or disputes concerning patents or other proprietary rights; ● Risks associated with utilizing information technology systems, including cyber events; ● Risks associated with operating internationally, including currency translation risks; ● Investors’ perceptions of us and our industry; ● The cancellation of orders in our backlog; ● Possible liability and recalls with respect to our products; ● Risks associated with the substantial amount of goodwill that we have; ● Risks associated with the substantial amount of debt we incurred to finance the Dodge acquisition; and ● Other risks and uncertainties including but not limited to those described from time to time in our current and quarterly reports filed with the SEC. 8 These and additional factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Annual Report on Form 10-K under Part I, Item 1.
Fluctuating supply and costs of subcomponents, raw materials and energy resources, or the imposition of import tariffs, could materially reduce our revenues, cash flows and profitability. Our business is dependent on the availability and costs of subcomponents, raw materials, particularly steel (generally in the form of stainless and chrome steel, which are commodity steel products), and energy resources.
Fluctuating supply and costs of subcomponents, raw materials and energy resources could materially reduce our revenues, cash flows and profitability. Our business is dependent on the availability and costs of subcomponents, raw materials, particularly steel (generally in the form of stainless and chrome steel, which are commodity steel products), and energy resources.
We have operations in Australia, England, Canada, France, Germany, India, Mexico, the Peoples Republic of China, Poland and Switzerland. Of our 54 facilities in 11 countries, 19 are located outside the U.S., including 10 manufacturing facilities in four countries . In fiscal 2024, approximately 12% of our net sales were generated by our international operations.
We have operations in Australia, England, Canada, France, Germany, India, Mexico, the Peoples Republic of China, Poland and Switzerland. Of our 54 facilities in 11 countries, 20 are located outside the U.S., including 12 manufacturing facilities in four countries . In fiscal 2025, approximately 11% of our net sales were generated by our international operations.
We currently have three collective bargaining agreements covering employees at our Plymouth, Indiana, Fairfield, Connecticut and West Trenton, New Jersey facilities, representing approximately 7% of our U.S.-based hourly employees as of March 30, 2024.
We currently have three collective bargaining agreements covering employees at our Plymouth, Indiana, Fairfield, Connecticut and West Trenton, New Jersey facilities, representing approximately 7% of our U.S.-based hourly employees as of March 29, 2025.
In fiscal 2024, approximately 2% of our net sales were made directly, and we estimate that approximately an additional 9% of our net sales were made indirectly, to the U.S. government to support military or other government projects.
In fiscal 2025, approximately 3% of our net sales were made directly, and we estimate that approximately an additional 9% of our net sales were made indirectly, to the U.S. government to support military or other government projects.
In the future the Board could authorize the issuance of some or all of the 5,400,000 remaining authorized shares of preferred stock with rights, preferences and privileges that rank equally with the MCPS, or that could have the effect of discouraging, delaying or preventing a change in control of us, or that could impede our stockholders’ ability to approve a transaction they consider in their best interests.
In the future the Board could authorize the issuance of some or all of the authorized shares of preferred stock with rights, preferences and privileges that could have the effect of discouraging, delaying or preventing a change in control of us, or that could impede our stockholders’ ability to approve a transaction they consider in their best interests.
Quarterly performance can be affected by the timing of government product inspections and approvals. A portion of our revenue is associated with contracts with the U.S. government that require onsite inspection and approval of the products by government personnel before we may ship the products, and we have no control over the timing of those inspections and approvals.
A portion of our revenue is associated with contracts with the U.S. government that require onsite inspection and approval of the products by government personnel before we may ship the products, and we have no control over the timing of those inspections and approvals.
Essential to servicing the aerospace market is the ability to obtain product approvals. We have a substantial number of product approvals, which enable us to provide products used in virtually all domestic aircraft platforms presently in production or operation. Product approvals are typically issued by the FAA to designated OEMs who are Production Approval Holders of FAA-approved aircraft.
We have a substantial number of product approvals, which enable us to provide products used in virtually all domestic aircraft platforms presently in production or operation. Product approvals are typically issued by the FAA to designated OEMs who are Production Approval Holders of FAA-approved aircraft.
We incurred substantial debt in order to complete the Dodge acquisition, which could constrain our business and exposes us to the risk of defaults under our debt instruments. In fiscal 2022, we incurred $1,800.0 of total debt to finance the Dodge acquisition. As of March 30, 2024, our total debt was $1,191.9.
We incurred substantial debt in order to complete the Dodge acquisition, which could constrain our business and exposes us to the risk of defaults under our debt instruments. In fiscal 2022, we incurred $1,800.0 of total debt to finance the Dodge acquisition. As of March 29, 2025, our total debt was $920.1.
We rely upon our information technology (“IT”) systems to process, transmit and store electronic information to manage and operate our business. Further, in the ordinary course of business we store sensitive data, including intellectual property, on our networks. The secure maintenance and transmission of this information is critical to our business operations.
We rely upon our information technology (“IT”) systems to process, transmit and store electronic information to manage and operate our business. Further, in the ordinary course of business we store sensitive data, including intellectual property, on our networks.
Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. Indefinite-lived intangibles represent repair station certifications obtained in business combinations and assumed to have indefinite lives. As of March 30, 2024, we had $1,874.9 of goodwill and $24.3 of indefinite-lived intangibles, representing approximately 41% of our total assets.
Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. Indefinite-lived intangibles represent repair station certifications obtained in business combinations and assumed to have indefinite lives. As of March 29, 2025, we had $1,872.2 of goodwill and $24.3 of indefinite-lived intangibles, representing approximately 40% of our total assets.
We periodically enter into derivative financial instruments such as forward exchange contracts to reduce the effect of fluctuations in exchange rates on certain third-party sales transactions denominated in non-functional currencies. Currency fluctuations may affect our financial performance in the future and we cannot predict the impact of future exchange rate fluctuations on our results of operations.
We periodically enter into derivative financial instruments such as cross currency swaps to reduce the effect of fluctuations in exchange rates on transactions and account balances denominated in non-functional currencies. Currency fluctuations may affect our financial performance in the future and we cannot predict the impact of future exchange rate fluctuations on our results of operations.
We may face cyber events and other IT security threats, including malware, ransomware, phishing and other intrusions, to our IT infrastructure, attempts to gain unauthorized access to proprietary, classified or confidential information, and threats to the physical security of our IT systems.
The secure maintenance and transmission of this information is critical to our business operations. 11 We may face cyber events and other IT security threats, including malware, ransomware, phishing and other intrusions, to our IT infrastructure, attempts to gain unauthorized access to proprietary, classified or confidential information, and threats to the physical security of our IT systems.
As of March 30, 2024, $400.0 of our term loan was subject to a fixed-rate interest swap but the remaining $275.0 balance of the term loan bears interest at a variable rate.
As of March 29, 2025, $100.0 of our term loan was subject to a fixed-rate interest swap but the remaining $313.0 balance of the term loan bears interest at a variable rate.
Our certificate of incorporation authorizes the issuance of 10,000,000 shares of preferred stock, with such designations, rights and preferences as may be determined from time to time by the Board, without stockholder approval. We utilized this authorization to issue 4,600,000 shares of 5.00% Series A Mandatory Convertible Preferred Stock (“MCPS”) in fiscal 2022.
Our certificate of incorporation authorizes the issuance of 10,000,000 shares of preferred stock, with such designations, rights and preferences as may be determined from time to time by the Board, without stockholder approval.
Although we have no present intention to issue any additional preferred stock, no assurance can be given that we will not do so in the future.
Although we have no present intention to issue any additional preferred stock, no assurance can be given that we will not do so in the future. Holders of our common stock do not have preemptive rights to subscribe for a pro rata portion of preferred stock or any other capital stock that we may issue in the future.
In addition, after we complete an acquisition we may learn of other matters that adversely affect us, such as issues relating to the acquired business’s compliance with applicable laws, or issues relating to its supply chain, customer relationships or order demand. 12 Goodwill and indefinite-lived intangibles comprise a significant portion of our total assets, and if we determine that goodwill and indefinite-lived intangibles have become impaired in the future, our results of operations and financial condition in such years may be materially and adversely affected.
In addition, after we complete an acquisition we may learn of other matters that adversely affect us, such as issues relating to the acquired business’s compliance with applicable laws, or issues relating to its supply chain, customer relationships or order demand.
As of March 30, 2024, we had an order backlog of $821.5, including all orders from our Sargent marine and Sargent aerospace businesses. However, orders included in our backlog may be subject to cancellation, delay or other modifications by our customers and we cannot assure you that these orders will ultimately be fulfilled.
As of March 29, 2025, we had an order backlog of $940.7. However, orders included in our backlog may be subject to cancellation, delay or other modifications by our customers and we cannot assure you that these orders will ultimately be fulfilled. Quarterly performance can be affected by the timing of government product inspections and approvals.
The consolidation and combination of manufacturers could eliminate customers and/or put downward pricing pressures on sales of component parts. For example, the consolidation that has occurred in the defense industry in recent years has reduced the overall number of defense contractors.
The consolidation and combination of manufacturers could eliminate customers and/or put downward pricing pressures on sales of component parts.
Instead, we plan to apply earnings and excess cash, if any, to the service of our debt, the payment of quarterly dividends on the MCPS, and the expansion and development of our business. Thus, any return on an investment in our common stock would depend solely on an increase, if any, in the market value of the common stock.
Thus, any return on an investment in our common stock would depend solely on an increase, if any, in the market value of the common stock.
You are advised, however, to review any disclosures we make on related subjects in our future periodic filings with the SEC. Risk Factors Relating to Our Company Our business, operating results, cash flows or financial condition could be materially adversely affected by any of the following risks.
Risk Factors Relating to Our Company Our business, operating results, cash flows or financial condition could be materially adversely affected by any of the following risks. The trading price of our common stock could decline due to any of these risks, and you could lose all or part of your investment.
The trading price of our common stock or preferred stock could decline due to any of these risks, and you could lose all or part of your investment. You should carefully consider these risks before investing in shares of our common stock or preferred stock.
You should carefully consider these risks before investing in shares of our common stock.
“Financial Statements and Supplementary Data.” All forward-looking statements contained in this report and any subsequently filed reports are expressly qualified in their entirety by these cautionary statements. We have no duty to update any forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.
“Business,” Part I, Item 1A. “Risk Factors,” Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part II, Item 8. “Financial Statements and Supplementary Data.” All forward-looking statements contained in this report and any subsequently filed reports are expressly qualified in their entirety by these cautionary statements.
Removed
These and additional factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Annual Report on Form 10-K under Part I, Item 1. “Business,” Part I, Item 1A. “Risk Factors,” Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part II, Item 8.
Added
We have no duty to update any forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations. You are advised, however, to review any disclosures we make on related subjects in our future periodic filings with the SEC.
Removed
The United States has imposed tariffs on steel and aluminum imports, and could impose tariffs on other items that we import, which could increase the cost of raw materials and decrease the available supply.
Added
Changes to and uncertainty in U.S. and international trade policy, including import tariffs imposed by the U.S. and other countries, and the resulting consequences, could adversely affect our revenue and profit margin.
Removed
Our results could be impacted by governmental trade policies and tariffs relating to our supplies imported from foreign vendors or our finished goods exported to other countries.
Added
In early 2025, the United States imposed tariffs on a vast range of imported goods, including steel and other raw materials needed in our U.S. manufacturing operations, as part of ongoing trade actions against the People’s Republic of China and most other foreign countries.
Removed
From time to time, the U.S. government has imposed tariffs on the importation of various products that we use to produce our finished goods, and various foreign countries, including the People’s Republic of China, have or could impose retaliatory tariffs on our products exported to those countries.
Added
The changes in U.S. trade policy have resulted in multiple other countries implementing retaliatory tariffs and other responsive trade policies that apply to our U.S.-manufactured products sold in their markets.
Removed
We expect that this proportion is likely to increase as we seek to increase our penetration of foreign markets, including through acquisitions.
Added
The situation is very fluid at this time, and subject to rapid change as the U.S. increases, decreases, suspends or reinstates tariffs against various countries and products and those countries respond.
Removed
Certain terms of the MCPS could make an attempt to acquire RBC more difficult or expensive.
Added
The tariffs and retaliatory tariffs are driving escalating global trade conflicts which have led to, and may continue to lead to, inflationary pressures and uncertainty, which could impact our operations. 10 Specifically, U.S.-imposed tariffs increase our cost to import raw materials and component parts from foreign sources (including our foreign operations) which will decrease our profitability to the extent that we are unable to pass the increased cost on to our customers.
Removed
Holders of our common stock do not have preemptive rights to subscribe for a pro rata portion of preferred stock or any other capital stock that we may issue in the future. 15 We do not expect to pay cash dividends on our common stock in the foreseeable future and our ability to pay dividends on the MCPS is subject to various limitations.
Added
Any import tariffs imposed on our U.S.-manufactured products by other countries in response to U.S. trade policies will cause those products to be more expensive in those countries, which may reduce our sales in those countries, thereby adversely affecting our revenue, cash flow and profitability.
Removed
Our ability to pay dividends on the MCPS depends on several factors including: ● The amount of cash we have on hand and cash generated by our business; ● Our anticipated financing needs, including our debt service obligations; ● The ability of our subsidiaries to distribute cash to our parent company, which issued the MCPS; ● Regulatory restrictions on our ability to pay dividends, including those under the Delaware General Corporation Law; and ● Contractual restrictions on our ability to pay dividends, including under our bank credit agreement with Wells Fargo.
Added
In addition, any tariff-driven reduction in sales of our customers’ products into which our products are integrated will correspondingly reduce the demand for our products, thereby adversely affecting our revenue, profitability and cash flow. While we have not experienced a material impact on our business to date, no assurance can be given that will continue to be the case.
Added
We are continuing to evaluate the trade situation as it evolves and we are assessing mitigation strategies, including supply chain adjustments and pricing actions. We believe the majority of our imports from Mexico are compliant with the United States-Mexico-Canada Agreement (“USMCA”) and are currently exempt from tariffs upon importing into the United States.
Added
The ultimate impact of tariffs on our operations and financial results is currently uncertain and will depend on the scope, duration, and potential expansion of the measures implemented.
Added
Goodwill and indefinite-lived intangibles comprise a significant portion of our total assets, and if we determine that goodwill and indefinite-lived intangibles have become impaired in the future, our results of operations and financial condition in such years may be materially and adversely affected.
Added
We utilized this authorization to issue 4,600,000 shares of 5.00% Series A Mandatory Convertible Preferred Stock in fiscal 2022, which converted into shares of our common stock in October 2024.
Added
Instead, we plan to apply earnings and excess cash, if any, to the service of our debt, and the expansion and development of our business (although the Company does have a $100.0 common stock repurchase plan that we have never executed under).

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee is responsible for oversight of our risk management with respect to information technology operations and cybersecurity and oversees risk management in the area of data privacy.
Biggest changeOur Director of Information Technology is responsible for leading global cybersecurity risk reduction efforts and compliance. 15 The Audit Committee is responsible for oversight of our risk management with respect to information technology operations and cybersecurity and oversees risk management in the area of data privacy.
During fiscal year 2024, the Company did not experience any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. 16
During fiscal year 2025, the Company did not experience any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, cash flow or financial condition.
The Company’s information security team also engages third-party security consultants for penetration testing, training and system enhancements. Our Director of Information Technology is responsible for leading global cybersecurity risk reduction efforts and compliance.
The Company’s information security team also engages third-party security consultants for penetration testing, training and system enhancements.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also utilize third party logistics’ firms located strategically around the world to supplement distribution of our products. We believe that as the term of each of our leased facilities expires we will be able to either secure a renewal or enter into a lease for an alternate location on market terms.
Biggest changeWe believe that as the term of each of our leased facilities expires we will be able to either secure a renewal or enter into a lease for an alternate location on market terms. We believe that our existing facilities and equipment are generally in good condition, are well maintained and adequate to carry on our current operations.
ITEM 2. PROPERTIES Our principal executive office consists of approximately 70,000 square feet located at One Tribology Center, Oxford, Connecticut, which we own, and our Dodge Industrial subsidiary has approximately 75,000 square feet of office space in Simpsonville, South Carolina, which we lease.
ITEM 2. PROPERTIES Our principal executive office is located at One Tribology Center, Oxford, Connecticut, which we own. Our Dodge Industrial subsidiary has office space in Simpsonville, South Carolina, which we lease.
We believe that our existing facilities and equipment are generally in good condition, are well maintained and adequate to carry on our current operations. We also believe that our existing manufacturing facilities have sufficient capacity to meet increased customer demand.
We also believe that our existing manufacturing facilities have sufficient capacity to meet increased customer demand.
Removed
Our Industrial business segment maintains approximately 1,725,000 square feet of manufacturing space across 14 facilities in California, Connecticut, Indiana, New Jersey, North Carolina, Ohio, Oklahoma, South Carolina and Tennessee, some of which we own and some of which we lease.
Added
We own or lease 38 manufacturing facilities in five countries. 26 of those manufacturing facilities are located in the U.S., one is located in Poland, eight are located in Mexico, two are located in Switzerland and one is located in China.
Removed
This manufacturing space includes approximately 460,000 square feet in two owned facilities in North Carolina and South Carolina, and approximately 650,000 square feet in three leased facilities in North Carolina, South Carolina and Tennessee, all of which are used by Dodge Industrial.
Added
We own or lease ten distribution centers in the United States, Canada, France, Mexico, Germany, India, the United Kingdom and Australia. We also utilize third party logistics’ firms located strategically around the world to supplement distribution of our products.
Removed
The Industrial business segment also maintains approximately 467,000 square feet of manufacturing space across six leased facilities in China, Mexico, and Switzerland and two owned facilities in Poland and Switzerland.
Removed
Our Aerospace/Defense business segment maintain approximately 889,000 square feet of manufacturing space across 14 facilities in Arizona, California, Connecticut, Georgia, Indiana, South Carolina and Nevada, some of which we own and some of which we lease. This manufacturing space includes 163,000 square feet in one owned facility in Arizona.
Removed
The Aerospace/Defense business segment also maintains approximately 108,000 square feet of manufacturing space across two leased facilities in Mexico. We own or lease approximately 239,000 square feet in three distribution centers located in California, South Carolina, and Tennessee, and we also lease several sales offices in various locations in the United States, Canada, France, China, Germany India and Australia.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed2 unchanged
Biggest changeITEM 3. LEGAL PROCEEDINGS On March 9, 2022 and March 21, 2023, the Company received civil investigative demands from the United States Department of Justice pursuant to the False Claims Act, 31 U.S.C. § 3733 (the “FCA”).
Biggest changeITEM 3. LEGAL PROCEEDINGS In 2022 and 2023, the Company received civil investigative demands from the United States Department of Justice pursuant to the False Claims Act, 31 U.S.C. § 3733 (the “FCA”).
As the investigation is in its early stages, it is not possible to determine whether the investigation will have a material adverse effect, if any, on the Company.
The investigation is ongoing and it is not possible to determine whether the investigation will have a material adverse effect, if any, on the Company.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+5 added−3 removed2 unchanged
Biggest changeTotal share repurchases under the 2019 plan during the fourth quarter of fiscal 2024 are as follows: Period Total number of shares purchased Average price paid per share Number of shares purchased as part of the publicly announced program Approximate dollar value of shares still available to be purchased under the program (in millions) 12/31/2023 – 01/27/2024 16 $ 278.77 16 $ 63.7 01/28/2024 – 02/24/2024 12,565 268.22 12,565 60.3 02/25/2024 – 03/30/2024 7 264.87 7 $ 60.3 Total 12,588 $ 268.23 12,588 During the fourth quarter of fiscal 2024, we did not issue any common stock that was not registered under the Securities Act of 1933.
Biggest changeIssuer Purchases of Equity Securities Our repurchases of shares of our common stock during the fourth quarter of fiscal 2025 are as follows: Period Total number of shares purchased (1) Average price paid per share (2) Number of shares purchased as part of the publicly announced program (3) Approximate dollar value of shares still available to be purchased under the program (in millions) (3) 12/29/2024 – 01/25/2025 16 $ 297.81 — $ 100.0 01/26/2025 – 02/22/2025 2,226 361.38 — 100.0 02/23/2025 – 03/29/2025 180 353.20 — $ 100.0 Total 2,422 $ 360.35 — (1) Consists of shares of RBC restricted stock repurchased from employees upon the vesting of those shares in order to fund the employees’ tax withholding obligation.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Price Range of Our Common Stock and Preferred Stock Our common stock is quoted on the New York Stock Exchange under the symbol “RBC.” As of May 10, 2024, there was one holder of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Price Range of Our Common Stock Our common stock is quoted on the New York Stock Exchange under the symbol “RBC.” As of May 9, 2025, there was one holder of record of our common stock.
Each line on the graph assumes that $100 was invested in our common stock or in the respective indices on March 30, 2019 based on the closing price on that date. The graph then presents the value of these investments, assuming reinvestment of dividends, through the close of trading on March 30, 2024.
Each line on the graph assumes that $100 was invested in our common stock or in the respective indices on March 28, 2020 based on the closing price on that date. The graph then presents the value of these investments, assuming reinvestment of dividends, through the close of trading on March 29, 2025.
The following table shows the high and low sales prices of our common stock during the periods indicated: Fiscal 2024 Fiscal 2023 High Low High Low First Quarter $ 236.95 $ 195.18 $ 202.73 $ 152.90 Second Quarter 253.00 203.65 264.94 179.21 Third Quarter 288.16 214.14 256.29 202.13 Fourth Quarter 285.79 240.36 254.50 204.67 The last reported sale price of our common stock on the New York Stock Exchange on May 10, 2024 was $271.56 per share.
The following table shows the high and low sales prices of our common stock during the periods indicated: Fiscal 2025 Fiscal 2024 High Low High Low First Quarter $ 299.25 $ 241.43 $ 236.95 $ 195.18 Second Quarter 309.01 260.53 253.00 203.65 Third Quarter 346.78 272.50 288.16 214.14 Fourth Quarter 372.83 290.56 285.79 240.36 The last reported sale price of our common stock on the New York Stock Exchange on May 9, 2025 was $349.25 per share.
March 30, 2019 March 28, 2020 April 3, 2021 April 2, 2022 April 1, 2023 March 30, 2024 RBC Bearings Incorporated $ 100.00 $ 86.50 $ 155.81 $ 153.77 $ 182.98 $ 212.54 Russell 3000 Index 100.00 89.43 149.58 166.03 151.13 195.39 S&P 400 Industrials (Sector) (TR) 100.00 78.98 154.57 159.24 165.64 224.20 The cumulative total return shown on the stock performance graph indicates historical results only and may not be indicative of future results.
March 28, 2020 April 3, 2021 April 2, 2022 April 1, 2023 March 30, 2024 March 29, 2025 RBC Bearings Incorporated $ 100.00 $ 180.13 $ 177.77 $ 211.55 $ 245.71 $ 295.89 Russell 3000 Index 100.00 167.27 185.66 168.99 218.50 233.21 S&P 400 Industrials (Sector) (TR) 100.00 195.70 201.62 209.71 283.87 263.02 The cumulative total return shown on the stock performance graph indicates historical results only and may not be indicative of future results. 18
Equity Compensation Plans Information regarding equity compensation plans required to be disclosed pursuant to this Item is included in Part II, Item 8, Note 17 of this Annual Report on Form 10-K. 19 Performance Graph The following graph shows the total return to our stockholders compared to the Russell 3000 Index and the S&P 400 Industrials (Sector) (TR) over the period from March 30, 2019 to March 30, 2024.
Equity Compensation Plans Information regarding equity compensation plans required to be disclosed pursuant to this Item is included in Part II, Item 8, Note 16 of this Annual Report on Form 10-K.
Removed
The MCPS ( i.e ., our outstanding preferred stock) is quoted on the New York Stock Exchange under the symbol “RBCP.” As of May 10, 2024, there was one holder of record of the MCPS.
Added
Dividends Except for a $2.00 per common share special dividend paid in 2014, we have never paid any cash dividends on our common stock and we do not expect to pay cash dividends on the common stock in the foreseeable future.
Removed
The following table shows the high and low sales prices of the MCPS during the periods indicated: Fiscal 2024 Fiscal 2023 High Low High Low First Quarter $ 112.53 $ 98.75 $ 102.93 $ 81.01 Second Quarter 118.68 101.97 127.19 92.95 Third Quarter 131.99 103.29 123.15 101.39 Fourth Quarter 129.12 116.30 121.21 101.57 The last reported sale price of the MCPS on the New York Stock Exchange on May 10, 2024 was $122.34 per share. 18 Issuer Purchases of Equity Securities In 2019, our Board of Directors authorized us to repurchase up to $100.0 of our common stock from time to time on the open market, in block trade transactions, and through privately negotiated transactions, in compliance with SEC Rule 10b-18 depending on market conditions, alternative uses of capital, and other relevant factors.
Added
These repurchased shares were never in the open market. (2) The closing price for our stock on the trading day immediately preceding the restricted stock vesting date.
Removed
Purchases may be commenced, suspended, or discontinued at any time without prior notice.
Added
(3) In 2019, our Board of Directors authorized us to repurchase up to $100.0 of our common stock from time to time in the open market in compliance with SEC Rule 10b-18 depending on market conditions, alternative uses of capital, and other relevant factors. Purchases may be commenced, suspended, or discontinued at any time without prior notice.
Added
The repurchase plan does not have an expiration date. As of March 29, 2025, the Company has not repurchased any shares pursuant to this program. 17 Recent Sales of Unregistered Securities During the fourth quarter of fiscal 2025, we did not issue any securities that were not registered under the Securities Act of 1933.
Added
Performance Graph The following graph shows the total return to our stockholders compared to the Russell 3000 Index and the S&P 400 Industrials (Sector) (TR) over the period from March 28, 2020 to March 29, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

73 edited+17 added−35 removed50 unchanged
Biggest changeIn December 2022, the Credit Agreement was amended to replace LIBOR with the secured overnight financing rate administered by the Federal Reserve Bank of New York (“SOFR”) so that borrowings under the Facilities denominated in U.S. dollars bear interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus a credit spread adjustment of 0.10% plus a margin ranging from 0.75% to 2.00% depending on the Company’s consolidated ratio of total net debt to consolidated EBITDA.
Biggest changeDebt issuance costs associated with the Credit Agreement totaled $14.9 and are being amortized over the life of the Credit Agreement. 24 Amounts outstanding under the Facilities generally bear interest at either, at the Company’s option, (a) a base rate determined by reference to the higher of (i) Wells Fargo’s prime lending rate, (ii) the federal funds effective rate plus 0.50% and (iii) Term SOFR (as defined in the Credit Agreement based on SOFR, the secured overnight financing rate administered by the Federal Reserve Bank of New York) plus 1.00% or (b) Term SOFR plus a credit spread adjustment of 0.10% plus a margin ranging from 0.75% to 2.00% depending on the Company’s consolidated ratio of total net debt to consolidated EBITDA (as defined within the Credit Agreement) from time to time.
Private Securities Litigation Reform Act of 1995. See the information provided in Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K under the heading “Cautionary Statement as to Forward-Looking Information.” 20 General We are a well-known international manufacturer of highly engineered precision bearings, components and essential systems for the industrial, defense and aerospace industries.
Private Securities Litigation Reform Act of 1995. See the information provided in Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K under the heading “Cautionary Statement as to Forward-Looking Information.” General We are a well-known international manufacturer of highly engineered precision bearings, components and essential systems for the aerospace, defense and industrial industries.
The notional on the Swap will amortize as follows: Year 1: $600.0 Year 2: $400.0 Year 3: $100.0 The Swap has been designated as a cash flow hedge of the variability of the first unhedged interest payments (the hedged transactions) paid over the hedging relationship’s specified time period of three years attributable to the borrowing’s contractually specified interest index on the hedged principal of its general borrowing program or replacement or refinancing thereof.
The notional on the Interest Rate Swap will amortize as follows: Year 1: $600.0 Year 2: $400.0 Year 3: $100.0 The Interest Rate Swap has been designated as a cash flow hedge of the variability of the first unhedged interest payments (the hedged transactions) paid over the hedging relationship’s specified time period of three years attributable to the borrowing’s contractually specified interest index on the hedged principal of its general borrowing program or replacement or refinancing thereof.
For fiscal 2024, other operating costs consisted primarily of $70.4 of amortization expense, $2.7 of plant consolidation and restructuring costs, $0.2 of bad debt expense, $0.3 of acquisition costs, $0.6 of losses on disposal of assets, and $0.6 of other items.
For fiscal 2024, other operating expenses consisted primarily of $70.4 of amortization expense, $2.7 of plant consolidation and restructuring costs, $0.2 of bad debt expense, $0.3 of acquisition costs, $0.6 of losses on disposal of assets, and $0.6 of other items.
The Company determines the fair value of a reporting unit and compares it to its carrying amount. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized for any amount by which the carrying amount exceeds the reporting unit’s fair value.
The Company determines the fair value of a reporting unit and compares it to its carrying amount. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.
We have a fiscal year consisting of 52 or 53 weeks, ending on the Saturday closest to March 31. Based on this policy, fiscal 2024 had 52 weeks and fiscal 2023 had 52 weeks. We currently operate under two reportable business segments – Aerospace/Defense and Industrial: ● Aerospace/Defense.
We have a fiscal year consisting of 52 or 53 weeks, ending on the Saturday closest to March 31. Based on this policy, fiscal 2025 had 52 weeks and fiscal 2024 had 52 weeks. We currently operate under two reportable business segments – Aerospace/Defense and Industrial: ● Aerospace/Defense.
Significant judgment is required in determining our provision for income taxes, deferred tax assets and liabilities, accrual for uncertain tax positions and any valuation allowance recognized against net deferred tax assets. 30 Recent Accounting Pronouncements For a discussion of recent accounting pronouncements, refer to Note 2.
Significant judgment is required in determining our provision for income taxes, deferred tax assets and liabilities, accrual for uncertain tax positions and any valuation allowance recognized against net deferred tax assets. 28 Recent Accounting Pronouncements For a discussion of recent accounting pronouncements, refer to Note 2.
If the Company sells certain of its assets or experiences specific kinds of changes in control, the Company must offer to purchase the Senior Notes. 27 Foreign Borrowing Arrangements One of our foreign subsidiaries, Schaublin SA, has a CHF 5.0 (approximately $5.8 USD) credit line (the “Foreign Credit Line”) with Credit Suisse (Switzerland) Ltd. to provide future working capital, if necessary.
If the Company sells certain of its assets or experiences specific kinds of changes in control, the Company must offer to purchase the Senior Notes. 25 Foreign Borrowing Arrangements One of our foreign subsidiaries, Schaublin SA, has a CHF 5.0 (approximately $5.5 USD) credit line (the “Foreign Credit Line”) with Credit Suisse (Switzerland) Ltd. to provide future working capital, if necessary.
Due to prepayments previously made, the required future principal payments on the Term Loan are $0 for fiscal 2025, $0 for fiscal 2026, and $675.0 for fiscal 2027. The Revolving Credit Facility expires in November 2026, at which time all amounts outstanding under the Revolving Credit Facility will be payable.
Due to prepayments previously made, the required future principal payments on the Term Loan are $0 for fiscal 2026 and $413.0 for fiscal 2027. The Revolving Credit Facility expires in November 2026, at which time all amounts outstanding under the Revolving Credit Facility will be payable.
Such sales include sales to third party distributors, and sales to OEMs for replacement products and aftermarket services. We will further increase the percentage of our revenues derived from the replacement market by continuing to implement several initiatives. ● Pursuing selective acquisitions.
Such sales include sales to third party distributors, and sales to OEMs for replacement products and aftermarket services. We can further increase the percentage of our revenues derived from the replacement market by continuing to implement several initiatives. 19 ● Pursuing selective acquisitions.
The effective income tax rate for fiscal 2023 without these discrete items would have been 22.9% .
The effective income tax rate for fiscal 2024 without these discrete items would have been 22.9%.
Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, valuation of inventories, goodwill and intangible assets, depreciation and amortization, income taxes and tax reserves, the valuation of options and the valuation of business combinations.
Estimates are used for, but not limited to, the accounting for the allowance for credit losses, valuation of inventories, goodwill and intangible assets, depreciation and amortization, income taxes and tax reserves, the valuation of options and the valuation of business combinations.
Once a customer has obtained control, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Approximately 98% of the Company’s revenue was recognized in this manner based on sales for the fiscal years ended March 30, 2024 and April 1, 2023.
Once a customer has obtained control, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Approximately 98% of the Company’s revenue was recognized in this manner based on sales for the fiscal years ended March 29, 2025 and March 30, 2024. Inventory.
Our effective income tax rate for fiscal 2024 was 19.8% compared to 20.5% for fiscal 2023. The effective income tax rates are different from the U.S. statutory rate due to the U.S. credits for increasing research activities and foreign-derived intangible income provision which decrease the rate and differences in foreign and state income taxes which increase the rate.
Our effective income tax rate for fiscal 2025 was 21.1% compared to 19.8% for fiscal 2024. The effective income tax rates are different from the U.S. statutory rate due to the U.S. credits for increasing research activities and foreign-derived intangible income provision, which decrease the rate, and differences in foreign and state income taxes, which increase the rate.
The Company had the ability to borrow up to an additional $478.3 under the Revolving Credit Facility as of March 30, 2024. Senior Notes In fiscal 2022, RBCA issued $500.0 aggregate principal amount of 4.375% Senior Notes due 2029 (the “Senior Notes”).
The Company had the ability to borrow up to an additional $491.3 under the Revolving Credit Facility as of March 29, 2025. Senior Notes In fiscal 2022, RBCA issued $500.0 aggregate principal amount of 4.375% Senior Notes due 2029 (the “Senior Notes”).
Capital Expenditures Our capital expenditures in fiscal 2024 were $33.2 compared to $42.0 in fiscal 2023. We expect to make capital expenditures of approximately 3.0% to 3.5% of net sales during fiscal 2025 in connection with our existing business.
Capital Expenditures Our capital expenditures in fiscal 2025 were $49.8 compared to $33.2 in fiscal 2024. We expect to make capital expenditures of approximately 3.0% to 3.5% of net sales during fiscal 2026 in connection with our existing business.
FY24 FY23 Cash provided by (used in): Accounts receivable $ (13.4 ) $ 7.8 Inventory (31.6 ) (71.7 ) Prepaid expenses and other current assets (2.4 ) (5.8 ) Other noncurrent assets (3.0 ) (0.8 ) Accounts payable (30.7 ) (11.1 ) Accrued expenses and other current liabilities 9.0 6.0 Other noncurrent liabilities (0.5 ) 4.5 Total change in operating assets and liabilities $ (72.6 ) $ (71.1 ) During fiscal 2024, we used $52.2 for investing activities as compared to $14.0 for fiscal 2023.
FY25 FY24 Cash provided by (used in): Accounts receivable $ (53.3 ) $ (13.4 ) Inventory (32.3 ) (31.6 ) Prepaid expenses and other current assets (3.9 ) (2.4 ) Other noncurrent assets 0.5 (3.0 ) Accounts payable 22.2 (30.7 ) Accrued expenses and other current liabilities (2.3 ) 9.0 Other noncurrent liabilities (14.7 ) (0.5 ) Total change in operating assets and liabilities $ (83.8 ) $ (72.6 ) During fiscal 2025, we used $49.8 for investing activities as compared to $52.2 for fiscal 2024.
The Facilities are subject to a SOFR floor of 0.00%. As of March 30, 2024, the Company’s margin was 1.25% for SOFR loans, the commitment fee rate was 0.20%, and the letter of credit fee rate was 1.25%. A portion of the Term Loan is subject to a fixed-rate interest swap as discussed in Note 13.
The Facilities are subject to a SOFR floor of 0.00%. As of March 29, 2025, the Company’s margin was 1.00% for SOFR loans, the commitment fee rate was 0.175%, and the letter of credit fee rate was 1.00%. A portion of the Term Loan is subject to a fixed-rate interest swap as discussed in Note 12.
Approximately $186.8 of Industrial segment sales in the fourth quarter of fiscal 2024 were to distribution and aftermarket compared to $185.7 in the prior year while approximately $84.5 were made directly to OEMs in the fourth quarter of fiscal 2024 compared to $86.9 in the prior year.
Approximately $191.5 of Industrial segment sales in the fourth quarter of fiscal 2025 were to distribution and aftermarket compared to approximately $186.8 in the prior year while approximately $88.9 were made directly to OEMs in the fourth quarter of fiscal 2025 compared to approximately $84.5 in the prior year.
This segment represents the end markets for the Company’s highly engineered bearings and precision components used in commercial aerospace, defense aerospace, and marine and ground defense applications. ● Industrial.
This segment represents the end markets for the Company’s highly engineered bearings and precision components used in commercial aerospace, defense aerospace, defense marine, defense ground vehicles, missiles and guided munitions, and space and satellite applications. ● Industrial.
This increase reflects continued growth, most notably in our commercial aerospace and marine defense end markets. Beginning in fiscal year 2025, we will disclose our full backlog for periods presented. We experienced solid operating cash flow generation during fiscal 2024 (as discussed in the “Liquidity and Capital Resources” section below).
This increase reflects continued growth, most notably in our commercial aerospace and marine defense end markets We experienced solid operating cash flow generation during fiscal 2025 (as discussed in the “Liquidity and Capital Resources” section below).
The Swap was executed to protect the Company from interest rate volatility on our variable-rate Term Loan Facility. The Swap became effective December 30, 2022 and is comprised of a $600.0 notional with a maturity of three years. We receive a variable rate based on one-month Term SOFR and pay a fixed rate of 4.455%.
The Interest Rate Swap became effective December 30, 2022 and is comprised of a $600.0 notional with a maturity of three years. We receive a variable rate based on one-month Term SOFR and pay a fixed rate of 4.455%.
Separate tests are performed for goodwill and indefinite lived intangible assets. We completed a quantitative test of impairment on the indefinite lived intangible assets with no impairment noted in fiscal year 2024. The determination of any goodwill impairment is made at the reporting unit level.
Separate tests are performed for goodwill and indefinite lived intangible assets. The Company performs the annual impairment testing during the fourth quarter of each fiscal year. We completed a quantitative test of impairment on the indefinite lived intangible assets with no impairment noted in fiscal year 2025. The determination of any goodwill impairment is made at the reporting unit level.
We believe that operating cash flows and available credit under our revolving bank credit facilities will provide adequate resources to fund internal growth initiatives for the foreseeable future, including at least the next 12 months. As of March 30, 2024, we had cash and cash equivalents of $63.5, of which, $25.9 was cash held by our foreign operations.
We believe that operating cash flows and available credit under our revolving bank credit facilities will provide adequate resources to fund internal growth initiatives for the foreseeable future, including at least the next 12 months. As of March 29, 2025, we had cash of $36.8, of which, $23.7 was cash held by our foreign operations.
Our defense markets, which consisted of $34.2 of OEM and $10.3 of distribution and aftermarket, increased by 29.0% compared to the fourth quarter of fiscal 2023 when OEM net sales were $28.2 and distribution and aftermarket net sales were $6.3.
Our defense markets net sales, which consisted of $38.1 of OEM and $10.0 of distribution and aftermarket, increased 8.2% compared to the fourth quarter of fiscal 2024 when OEM net sales were $34.2 and distribution and aftermarket net sales were $10.3.
The continued strong performance was driven by the energy, mining, and general industrial markets. Sales to distribution and the aftermarket were $707.6 in fiscal 2024 compared to $691.7 in the prior year, a 2.3% year over year increase. OEM sales were $333.3 for fiscal 2024 compared to $347.3 in the prior year.
The continued strong performance was driven by the mining and general industrial markets. Sales to distribution and the aftermarket were $717.4 in fiscal 2025 compared to $707.6 in the prior year, a 1.4% year over year increase. OEM sales were $326.1 for fiscal 2025 compared to $333.3 in the prior year.
Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.
We may also make substantial additional capital expenditures in connection with acquisitions. 27 Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.
Net sales in the Aerospace/Defense segment increased $20.6, or 16.8%, for the fourth quarter of fiscal 2024 compared to the same period last fiscal year.
Net sales in the Aerospace/Defense segment increased $14.9, or 10.6%, for the fourth quarter of fiscal 2025 compared to the same period last fiscal year.
The Company applies the income approach (discounted cash flow method) in testing goodwill for impairment. The key assumptions used in the discounted cash flow method used to estimate fair value include the discount rates, revenue growth rates and EBITDA margin which are affected by expectations about future market or economic conditions.
The Company applies the income approach (discounted cash flow method) in testing goodwill for impairment. The key assumption used in the discounted cash flow method used to estimate fair value is gross margin, which is affected by expectations about future market or economic conditions.
Selling, General and Administrative FY24 FY23 $ Change % Change SG&A $ 253.5 $ 229.7 $ 23.8 10.4 % % of net sales 16.2 % 15.6 % SG&A expenses increased by $23.8 to $253.5 for fiscal 2024 compared to fiscal 2023. The increase in SG&A was primarily driven by personnel costs, IT costs and other professional fees.
Selling, General and Administrative FY25 FY24 $ Change % Change SG&A $ 279.3 $ 253.5 $ 25.8 10.2 % % of net sales 17.1 % 16.2 % SG&A expenses increased by $25.8 to $279.3 for fiscal 2025 compared to fiscal 2024. The increase in SG&A was primarily driven by personnel costs, IT costs and other professional fees.
Interest Expense, Net FY24 FY23 $ Change % Change Interest expense $ 78.7 $ 76.7 $ 2.0 2.6 % % of net sales 5.0 % 5.2 % Interest expense, net, consists of interest charged on the Company’s debt agreements and amortization of deferred financing fees, offset by interest income.
Interest Expense, Net FY25 FY24 $ Change % Change Interest expense $ 59.8 $ 78.7 $ (18.9 ) (23.9 )% % of net sales 3.7 % 5.0 % Interest expense, net, consists of interest charged on the Company’s debt agreements and amortization of deferred financing fees, offset by interest income.
The increase of $54.1 was mainly the result of a $43.2 increase in net income and a $12.4 favorable change in non-cash activity partially offset by a net unfavorable change in operating assets and liabilities of $1.5. The unfavorable change in operating assets and liabilities is detailed in the table below.
The increase of $18.9 was mainly the result of a $36.3 increase in net income partially offset by a $6.2 unfavorable change in non-cash activity and net unfavorable change in operating assets and liabilities of $11.2. The unfavorable change in operating assets and liabilities is detailed in the table below.
The Credit Agreement provides the Company with (a) a $1,300.0 term loan (the “Term Loan”), which was used to fund a portion of the cash purchase price for the acquisition of Dodge Industrial, Inc.
The Credit Agreement provides the Company with (a) a $1,300.0 term loan (the “Term Loan”), which was used to fund a portion of the cash purchase price for the acquisition of Dodge Industrial and to pay related fees and expenses, and (b) a $500.0 revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan, the “Facilities”).
Other, Net FY24 FY23 $ Change % Change Other, net $ 74.8 $ 82.1 $ (7.3 ) (8.9 )% % of net sales 4.8 % 5.6 % 23 Other operating expenses for fiscal 2024 totaled $74.8 compared to $82.1 for fiscal 2023.
Other, Net FY25 FY24 $ Change % Change Other, net $ 76.9 $ 74.8 $ 2.1 2.8 % % of net sales 4.7 % 4.8 % Other operating expenses for fiscal 2025 totaled $76.9 compared to $74.8 for fiscal 2024.
Commercial aerospace, which consisted of $78.2 of OEM and $19.7 of distribution and aftermarket, increased by 12.0% compared to the fourth quarter of fiscal 2023 when OEM net sales were $68.8 and distribution and aftermarket net sales were $18.5.
Commercial aerospace net sales, which consisted of $85.9 of OEM and $23.3 of distribution and aftermarket, increased by 11.6% compared to the fourth quarter of fiscal 2024 when OEM net sales were $78.2 and distribution and aftermarket net sales were $19.7.
Commercial aerospace, which consisted of $278.5 of OEM and $75.3 of distribution and aftermarket, increased by 20.3% compared to fiscal 2023 when OEM net sales were $234.4 and distribution and aftermarket net sales were $59.7. This was driven by a continuing recovery as build rates and orders escalated in the OEM markets and the aftermarket began to pick up.
Commercial aerospace net sales, which consisted of $317.8 of OEM and $83.1 of distribution and aftermarket, increased by 13.3% compared to fiscal 2024 when OEM net sales were $278.5 and distribution and aftermarket net sales were $75.3. This was driven by a continuing recovery as build rates and orders grew in the OEM markets and aftermarket demand remained strong.
We funded our fiscal 2024 capital expenditures, and expect to fund fiscal 2025 capital expenditures, principally through existing cash and internally generated funds. We may also make substantial additional capital expenditures in connection with acquisitions.
We funded our fiscal 2025 capital expenditures, and expect to fund fiscal 2026 capital expenditures, principally through existing cash and internally generated funds.
The Company forecasts net sales to be approximately $415.0 to $420.0 in the first quarter of fiscal 2025, compared to $387.1 in the first quarter of fiscal 2024, which represents a growth rate of 7.2% to 8.5%. Our order backlog, as of March 30, 2024, was $726.1 compared to $663.8 as of April 1, 2023.
The Company forecasts net sales to be approximately $424.0 to $434.0 in the first quarter of fiscal 2026, compared to $406.3 in the first quarter of fiscal 2025, which represents a growth rate of 4.4% to 6.8%. Our backlog as of March 29, 2025 was $940.7 compared to $821.5 as of March 30, 2024.
Aerospace/Defense Segment: FY24 FY23 $ Change % Change Net sales $ 519.4 $ 430.3 $ 89.1 20.7 % Gross margin $ 208.8 $ 171.0 $ 37.8 22.2 % Gross margin % 40.2 % 39.7 % SG&A $ 37.8 $ 31.1 $ 6.7 21.7 % % of segment net sales 7.3 % 7.2 % Net sales increased $89.1, or 20.7%, for fiscal 2024 compared to fiscal 2023.
Aerospace/Defense Segment: FY25 FY24 $ Change % Change Net sales $ 592.8 $ 519.4 $ 73.4 14.1 % Gross margin $ 243.1 $ 208.8 $ 34.3 16.4 % Gross margin % 41.0 % 40.2 % SG&A $ 42.6 $ 37.8 $ 4.8 12.6 % % of segment net sales 7.2 % 7.3 % Net sales increased $73.4, or 14.1%, for fiscal 2025 compared to fiscal 2024.
We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions in which we operate. 24 Segment Information We report our financial results under two operating segments: Aerospace/Defense and Industrial. We use gross margin as the primary measurement to assess the financial performance of each reportable segment.
Segment Information We report our financial results under two operating segments: Aerospace/Defense and Industrial. We use gross margin as the primary measurement to assess the financial performance of each reportable segment.
This was driven by a continuing recovery as build rates and orders escalate in the OEM markets and the aftermarket begins to pick up.
This was driven by a continuing recovery as build rates and orders grew in the OEM market and aftermarket demand remained strong.
The 4.0% decrease in OEM sales compared to the prior year was primarily due to some softness in the semicon end market. Gross margin was $461.7, or 44.4% of net sales, in fiscal 2024 compared to $433.8, or 41.8% of sales, for the same period in fiscal 2023.
The 2.1% decrease in OEM sales compared to the prior year was primarily due to softness in the machinery, oil and gas, and semiconductor equipment end markets. Gross margin was $483.0, or 46.3% of net sales, in fiscal 2025 compared to $461.7, or 44.4% of sales, for the same period in fiscal 2024.
The net income attributable to common stockholders of $186.9 in fiscal 2024 was impacted by $3.0 of restructuring and consolidation charges incurred, $78.7 of interest expense, $23.0 of preferred stock dividends and $51.9 of income tax expense.
The net income attributable to common stockholders of $233.8 in fiscal 2025 was impacted by $1.5 of restructuring and consolidation charges, $59.8 of interest expense, $12.4 of preferred stock dividends, and $65.7 of income tax expense.
The Credit Agreement allows the Company to, among other things, make distributions to stockholders, repurchase its stock, incur other debt or liens, or acquire or dispose of assets provided that the Company complies with certain requirements and limitations of the Credit Agreement. 26 The Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Agreement, and the Company’s obligations and the domestic subsidiaries’ guaranty are secured by a pledge of substantially all of the assets of the Company and its domestic subsidiaries.
As of March 29, 2025 the Company was in compliance with all debt covenants. The Credit Agreement allows the Company to, among other things, make distributions to stockholders, repurchase its stock, incur other debt or liens, or acquire or dispose of assets provided that the Company complies with certain requirements and limitations of the Credit Agreement.
As of March 30, 2024, $675.0 was outstanding under the Term Loan, $3.7 of the Revolving Credit Facility was being utilized to provide letters of credit to secure the Company’s obligations relating to certain insurance programs, and $18.0 of the Revolving Credit Facility had been used to fund the purchase of the business assets of Specline, Inc. which is discussed in Note 9.
As of March 29, 2025, $413.0 was outstanding under the Term Loan, $5.0 was outstanding under the Revolving Credit Facility and $3.7 of the Revolving Credit Facility was being utilized to provide letters of credit to secure the Company’s obligations relating to certain insurance programs.
Since 1992 we have completed 29 acquisitions, which have broadened our end markets, products, customer base and geographic reach. Outlook Our net sales increased 6.2% year over year due to an increase of 20.7% in Aerospace and Defense segment sales and a 0.2% increase in Industrial segment sales. Aerospace and Defense segment sales increased 20.7% year over year.
Since 1992 we have completed 29 acquisitions, which have broadened our end markets, products, customer base and geographic reach. Outlook For the fiscal year ended March 29, 2025, 63.8% of our net sales were attributable to the Industrial segment while the Aerospace/Defense segment contributed 36.2% of our net sales.
Cash Flows Fiscal 2024 Compared to Fiscal 2023 The following table summarizes our cash flow activities: FY24 FY23 $ Change Net cash provided by (used in): Operating activities $ 274.7 $ 220.6 $ 54.1 Investing activities (52.2 ) (14.0 ) (38.2 ) Financing activities (223.5 ) (322.8 ) 99.3 Effect of exchange rate changes on cash (0.9 ) (1.3 ) 0.4 (Decrease)/increase in cash and cash equivalents $ (1.9 ) $ (117.5 ) $ 115.6 During fiscal 2024, we generated cash of $274.7 from operating activities compared to $220.6 for fiscal 2023.
Because the MCPS is no longer outstanding, the Company will not pay MCPS dividends in the future, resulting in a cash savings of $23.0 per year. 26 Cash Flows Fiscal 2025 Compared to Fiscal 2024 The following table summarizes our cash flow activities: FY25 FY24 $ Change Net cash provided by (used in): Operating activities $ 293.6 $ 274.7 $ 18.9 Investing activities (49.8 ) (52.2 ) 2.4 Financing activities (270.4 ) (223.5 ) (46.9 ) Effect of exchange rate changes on cash (0.1 ) (0.9 ) 0.8 (Decrease)/increase in cash $ (26.7 ) $ (1.9 ) $ (24.8 ) During fiscal 2025, we generated cash of $293.6 from operating activities compared to $274.7 for fiscal 2024.
Management monitors gross margins of all product lines on a monthly basis to determine which manufacturing processes or prices should be adjusted. 22 Fiscal 2024 Compared to Fiscal 2023 Results of Operations (amounts in millions, except share and per share data) FY24 FY23 $ Change % Change Net sales $ 1,560.3 $ 1,469.3 $ 91.0 6.2 % Net income attributable to common stockholders $ 186.9 $ 143.8 $ 43.1 30.1 % Net income per common share attributable to common stockholders: Diluted $ 6.41 $ 4.94 Weighted average common shares attributable to common stockholders: Diluted 29,189,056 29,072,429 Net sales for the fiscal year ended March 30, 2024 increased $91.0, or 6.2%, for fiscal 2024 compared to fiscal 2023.
Fiscal 2025 Compared to Fiscal 2024 Results of Operations (amounts in millions, except share and per share data) FY25 FY24 $ Change % Change Net sales $ 1,636.3 $ 1,560.3 $ 76.0 4.9 % Net income attributable to common stockholders $ 233.8 $ 186.9 $ 46.9 25.0 % Net income per common share attributable to common stockholders: Diluted $ 7.70 $ 6.41 Weighted average common shares attributable to common stockholders: Diluted 30,354,470 29,189,056 Net sales for the fiscal year ended March 29, 2025 increased $76.0, or 4.9%, compared to fiscal 2024.
The effective income tax rate for fiscal 2024 without these discrete items would have been 22.9%. The effective income tax rate for fiscal 2023 of 20.5% included discrete items of $5.1 of benefit comprised substantially of a benefit associated with stock-based compensation and a reduction in unrecognized tax benefits partially due to the expiration of the statute of limitations.
The effective income tax rate for fiscal 2025 of 21.1% included discrete items totaling a benefit of $7.6 which is substantially related to a benefit associated with stock-based compensation, a reduction in unrecognized tax benefits due to the expiration of the statute of limitations, and benefits related to the release of a valuation allowance and an adjustment related to state remeasurements.
Gross margin during fiscal 2024 included $0.3 of inventory rationalization costs associated with consolidation efforts at one of our facilities located in California. Gross margin in fiscal 2023 included $0.2 of inventory rationalization costs associated with consolidation efforts at one of our facilities located in South Carolina.
Gross margin of $670.5 in fiscal 2024 included $0.3 of inventory rationalization costs associated with consolidation efforts at one of our facilities located in California. The expansion in margin during fiscal 2025 reflects the combination of product mix, pricing and continued cost efficiencies and synergies achieved through integration.
Other Non-Operating Expense FY24 FY23 $ Change % Change Other non-operating expense $ 1.7 $ 6.6 $ (4.9 ) (74.0 )% % of net sales 0.1 % 0.4 % Other non-operating expense for fiscal 2024 totaled $1.7, consisting primarily of post-retirement benefit costs.
Other Non-Operating (Income) /Expense FY25 FY24 $ Change %Change Other non-operating (income)/expense $ (1.8 ) $ 1.7 $ (3.5 ) (205.9 )% % of net sales (0.1 )% 0.1 % Other non-operating income for fiscal 2025 totaled $1.8, consisting primarily of a $4.0 legal settlement partially offset by post-retirement benefit costs and foreign exchange gains and losses.
While these LTAs define commercial terms including pricing, termination rights and other contractual requirements, they do not represent the contract with the customer for revenue recognition purposes.
While these LTAs define commercial terms including pricing, termination rights and other contractual requirements, they do not represent the contract with the customer for revenue recognition purposes. 20 Approximately 98% of the Company’s revenue was generated from the sale of products to customers in the Industrial and Aerospace/Defense markets for each of the years ended March 29, 2025 and March 30, 2024.
The change in non-cash activity was primarily driven by $3.9 more depreciation and amortization, $3.4 more stock-based compensation and a favorable change in deferred taxes of $9.1, partially offset by $4.2 less amortization of deferred financing costs. 28 The following chart summarizes the impact on cash flow from operating assets and liabilities for fiscal 2024 versus fiscal 2023.
The change in non-cash activity was primarily driven by $0.7 more depreciation and amortization and $11.0 more stock-based compensation partially offset by $0.6 less amortization of deferred financing costs, a $14.5 unfavorable change in deferred taxes, $0.5 less non-cash operating lease expense, $0.2 less losses on the disposition of assets, and $2.1 less in restructuring and other non-cash charges.
Income Taxes FY24 FY23 Income tax expense $ 51.9 $ 43.0 Effective tax rate with discrete items 19.8 % 20.5 % Effective tax rate without discrete items 22.9 % 22.9 % Income tax expense for fiscal 2024 was $51.9 compared to $43.0 for fiscal 2023.
Non-operating costs incurred during fiscal 2024 were $1.7, consisting primarily of post-retirement benefit costs. Income Taxes FY25 FY24 Income tax expense $ 65.7 $ 51.9 Effective tax rate with discrete items 21.1 % 19.8 % Effective tax rate without discrete items 23.5 % 22.9 % 22 Income tax expense for fiscal 2025 was $65.7 compared to $51.9 for fiscal 2024.
This segment represents the end markets for the Company’s highly engineered bearings, gearings and precision components used in various industrial applications including: power transmission; construction, mining, energy and specialized equipment manufacturing; semiconductor production equipment manufacturing; agricultural machinery, commercial truck and automotive manufacturing; and tool holding.
This segment represents the end markets for the Company’s highly engineered bearings, gearing and precision components used in various industrial applications including: construction, mining, forestry, energy, agricultural and other machinery; aggregate and cement handling; food and beverage manufacturing; grain, and agricultural product handling; metals and mining material handling; chemicals, oil and gas production; warehousing and logistics; manufacturing automation and semiconductor equipment; power generation; waste and water management; rail and transportation.
Overall distribution and aftermarket sales, which represent 20.3% of segment sales, were up 23.4% year over year. Gross margin was $208.8, or 40.2% of net sales, in fiscal 2024 compared to $171.0, or 39.7% of sales, for the same period in fiscal 2023.
Gross margin was $243.1, or 41.0% of net sales, in fiscal 2025 compared to $208.8, or 40.2% of sales, for the same period in fiscal 2024.
Assuming no growth in EBITDA margin within the model would not result in impairment of goodwill for any of our reporting units. The Company performs the annual impairment testing during the fourth quarter of each fiscal year.
The fair value of the reporting units exceeds the carrying value by a minimum of 13.8% at each of the two reporting units. Assuming no growth in gross margin within the model would not result in impairment of goodwill for any of our reporting units.
We only pursue product lines where we believe that the developed manufacturing process will yield the targeted margins.
We only pursue product lines where we believe that the developed manufacturing process will yield the targeted margins. Management monitors gross margins of all product lines on a monthly basis to determine which manufacturing processes or prices should be adjusted.
Industrial Segment: FY24 FY23 $ Change % Change Net sales $ 1,040.9 $ 1,039.0 $ 1.9 0.2 % Gross margin $ 461.7 $ 433.8 $ 27.9 6.4 % Gross margin % 44.4 % 41.8 % SG&A $ 132.8 $ 122.5 $ 10.3 8.4 % % of segment net sales 12.8 % 11.8 % Net sales increased $1.9, or 0.2%, during fiscal 2024 compared to the same period last year.
We anticipate additional margin expansion in the upcoming year as the growing orders for commercial products are expected to increase volumes flowing through our manufacturing facilities driving cost efficiencies. 23 Industrial Segment: FY25 FY24 $ Change % Change Net sales $ 1,043.5 $ 1,040.9 $ 2.6 0.2 % Gross margin $ 483.0 $ 461.7 $ 21.3 4.6 % Gross margin % 46.3 % 44.4 % SG&A $ 136.5 $ 132.8 $ 3.7 2.9 % % of segment net sales 13.1 % 12.8 % Net sales increased $2.6, or 0.2%, during fiscal 2025 compared to the same period last year.
Off-Balance Sheet Arrangements The Company has $3.7 of outstanding standby letters of credit, all of which are under the Revolving Credit Facility. We also have a contractual obligation for licenses related to the implementation and upgrade of an enterprise resource planning (“ERP”) system.
Off-Balance Sheet Arrangements The Company has $3.7 of outstanding standby letters of credit, all of which are under the Revolving Credit Facility. We had no significant off-balance sheet arrangements as of March 29, 2025.
Our defense markets, which consisted of $135.3 of OEM and $30.3 of distribution and aftermarket, increased by 21.6% compared to fiscal 2023 when OEM net sales were $110.3 and distribution and aftermarket net sales were $25.9. During the year, we saw improvement in the sales and order volume to our commercial aerospace customers as aircraft build rates continued to grow.
Our defense markets net sales, which consisted of $146.3 of OEM and $45.6 of distribution and aftermarket, increased by 15.9% compared to fiscal 2024 when OEM net sales were $135.3 and distribution and aftermarket net sales were $30.3. Our backlog and recent results reflect continued growth in demand which we expect to continue in upcoming quarters.
Liquidity As of March 30, 2024, we had cash and cash equivalents of $63.5, of which, approximately $25.9 was cash held by our foreign operations. We expect that our undistributed foreign earnings will be re-invested indefinitely for working capital, internal growth and acquisitions for and by our foreign subsidiaries.
We expect that our undistributed foreign earnings will be re-invested indefinitely for working capital, internal growth and acquisitions for and by our foreign subsidiaries, with the exception of our Canadian operations as there are no current plans to expand on the sales operations within that jurisdiction.
This increase in net sales was the result of an 0.2% increase in our Industrial segment, while sales in our Aerospace/Defense segment increased 20.7% year over year. Industrial segment sales remain very strong, most notably, in the mining, energy, and general industrial markets. Within Aerospace/Defense, total commercial aerospace increased 20.3% and defense increased 21.6% year over year.
This increase was the result of a 0.2% increase in our Industrial segment, while net sales in our Aerospace/Defense segment increased 14.1% year over year. Industrial segment sales experienced the strongest contribution to growth in the metals and mining, warehousing and logistics, and food and beverage markets.
The expansion in margin year over year was led by cost efficiencies achieved through synergy, product mix, and maintenance of appropriate pricing levels to offset the inflationary environment primarily driven by the cost of materials, energy and human capital. 25 Corporate: FY24 FY23 $ Change % Change SG&A $ 82.9 $ 76.1 $ 6.8 9.0 % % of total net sales 5.3 % 5.2 % Corporate SG&A increased $6.8 or 9.0% for fiscal 2024 compared to fiscal 2023 due to increased spend in IT and personnel-related costs.
Corporate: FY25 FY24 $ Change % Change SG&A $ 100.2 $ 82.9 $ 17.3 20.8 % % of total net sales 6.1 % 5.3 % Corporate SG&A for fiscal 2025 increased $17.3 or 20.8% compared to fiscal 2024 due to increased spending in IT and personnel-related costs.
For fiscal 2023, other operating expenses were comprised of $8.9 of TSA costs and other costs associated with the Dodge acquisition, $69.1 of amortization expense, $2.5 of plant consolidation and restructuring costs, $0.8 of bad debt expense, $0.3 of asset impairments, $0.3 of losses on disposal of assets, and $0.2 of other items.
For fiscal 2025, other operating costs consisted primarily of $71.8 of amortization expense, $1.5 of plant consolidation and restructuring costs, $1.2 of bad debt expense and $2.4 of other items.
This increase in cash used was primarily attributable to $19.3 of cash used for acquisitions in fiscal 2024 compared to a favorable purchase price adjustment of $27.5 in fiscal 2023. This was partially offset by $8.8 fewer capital expenditures in fiscal 2024 compared to fiscal 2023.
This decrease in cash used was primarily attributable to $19.3 less cash used for acquisitions in fiscal 2025. This was partially offset by $16.6 more capital expenditures and $0.3 less proceeds from the sale of assets in fiscal 2025 compared to fiscal 2024. During fiscal 2025, we used cash of $270.4 for financing activities compared to $223.5 in fiscal 2024.
The commercial aerospace increase reflects the continued recovery in the market over the last year, and what we believe is the start of a growth cycle as aircraft build rates at large OEMs are expected to escalate in coming years. Net income attributable to common stockholders increased by $43.1 to $186.9 for fiscal 2024 compared to fiscal 2023.
Within Aerospace/Defense, total commercial aerospace net sales increased 13.3% and defense net sales increased 15.9% year over year. The commercial aerospace increase reflects the continued recovery in the market over the last year. Net income attributable to common stockholders increased by $46.9 to $233.8 for fiscal 2025 compared to fiscal 2024.
As of March 30, 2024, $2.2 had been borrowed from the Foreign Credit Line and $0.1 was being utilized to provide a bank guarantee. Fees associated with the Foreign Credit Line are nominal. Interest Rate Swap In fiscal 2023, the Company entered into a three-year USD-denominated interest rate swap (“the Swap”) from a third-party financial counterparty under the Credit Agreement.
Interest Rate Swap In fiscal 2023, the Company entered into a three-year U.S. dollar-denominated interest rate swap (“the Interest Rate Swap”) from a third-party financial counterparty under the Credit Agreement. The Interest Rate Swap was executed to protect the Company from interest rate volatility on our variable-rate Term Loan.
For the fourth quarter of fiscal 2024, approximately 65.6% of our net sales were attributable to the Industrial segment compared to approximately 34.4% for the Aerospace/Defense segment.
Sales to OEMs were down 2.1% year over year, primarily driven by softness in the energy and semicon markets. For the fourth quarter of fiscal 2025, 64.1% of our net sales was attributable to the Industrial segment compared to approximately 35.9% for the Aerospace/Defense segment.
Commercial aerospace increased 20.3%, demonstrating the continued recovery and early stages of a growth cycle. Defense sales, which represent approximately 31.9% of segment sales during the year, were up more than 21.6% for the year.
Our net sales increased 4.9% year over year due to an increase of 14.1% in Aerospace and Defense segment sales and a 0.2% increase in Industrial segment sales. Aerospace and Defense segment sales increased 14.1% year over year. Commercial aerospace increased 13.3%, demonstrating the continued recovery and early stages of a growth cycle.
Our backlog in this end market is significant and deliveries are expected to continue to accelerate in the coming years. 21 For the fiscal year ended March 30, 2024, approximately 66.7% of our net sales were attributable to the Industrial segment while the Aerospace/Defense segment contributed approximately 33.3% of our net sales.
Defense sales, which represent approximately 32.4% of segment sales during the year, were up 15.9% for the year. Our backlog in this market is significant and deliveries are expected to continue to grow in the coming years. Industrial segment sales increase 0.2% year over year, led by a 1.4% increase in distribution and aftermarket sales.
Our backlog and recent results reflect the early stages of this process which we expect to continue to see in upcoming quarters. Our defense markets, which represented about 31.9% of sales, increased by approximately 21.6% during the period, driven by increased sales and order volume in the marine and helicopter end markets.
Our defense markets, which represented about 32.4% of sales, increased by approximately 15.9% during the period, driven by increased sales and order volume in the marine, fixed wing, and missiles and guided munitions end markets. Distribution and aftermarket sales, which represent 21.7% of segment sales, were up 21.7% year over year.
Gross Margin FY24 FY23 $ Change % Change Gross Margin $ 670.5 $ 604.8 $ 65.7 10.9 % Gross Margin % 43.0 % 41.2 % Gross margin was 43.0% of sales for fiscal 2024 compared to 41.2% for the same period last year.
The net income attributable to common stockholders of $186.9 in fiscal 2024 was impacted by $3.0 of restructuring and consolidation charges, $78.7 of interest expense, $23.0 of preferred stock dividends, and $51.9 of income tax expense. 21 Gross Margin FY25 FY24 $ Change % Change Gross Margin $ 726.1 $ 670.5 $ 55.6 8.3 % Gross Margin % 44.4 % 43.0 % Gross margin was 44.4% of sales for fiscal 2025 compared to 43.0% for the same period last year.
Removed
These figures exclude orders from our Sargent marine and Sargent aerospace businesses that are expected to be fulfilled more than 12 months after the balance sheet dates. Including all orders from our Sargent marine and Sargent aerospace businesses, our backlog as of March 30, 2024 was $821.5 compared to $759.4 as of April 1, 2023.
Added
We use gross margin as the primary measurement to assess the financial performance of each reportable segment. End market and channel sales within our segments are based on internal definitions and metrics considered by management and are periodically reviewed and updated prospectively.
Removed
Approximately 98% of the Company’s revenue was generated from the sale of products to customers in the Industrial and Aerospace/Defense markets for each of the years ended March 30, 2024 and April 1, 2023.
Added
For fiscal year 2024, we estimate approximately $6.9 of sales classified as industrial distribution for fiscal year 2024 would now be classified as industrial OEM. Fiscal year 2024 was not recast to reflect this change.
Removed
The net income attributable to common stockholders of $143.8 in fiscal 2023 was impacted by $8.8 of transition service agreement (TSA) costs associated with the Dodge acquisition, $2.7 of restructuring and consolidation charges incurred at some of our plants located in South Carolina, $76.7 of interest expense, $22.9 of preferred stock dividends and $43.0 of income tax expense.
Added
Interest expense, net was $59.8 for fiscal 2025 compared to $78.7 for fiscal 2024. The decrease in interest expense is primarily related to our debt reduction efforts, as well as the Interest Rate Swap and the Cross Currency Swap, which have enabled us to manage interest costs.
Removed
The expansion in margin during fiscal 2024 reflects the combination of continued cost efficiencies achieved through integration, product mix, pricing and the ability to maintain appropriate pricing levels while facing an inflationary environment both as it relates to manufacturing costs and human capital.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+1 added−1 removed5 unchanged
Biggest changeWe periodically enter into derivative financial instruments in the form of forward exchange contracts to reduce the effect of fluctuations in exchange rates on certain third-party sales and purchase transactions denominated in non-functional currencies. As of March 30, 2024, the Company had no forward exchange contracts. 32
Biggest changeWe periodically enter into derivative financial instruments to reduce the effect of fluctuations in exchange rates on transactions and account balances denominated in non-functional currencies. As of March 29, 2025, the Company had the Cross Currency Swap, which is discussed in “Liquidity and Capital Resources” in Item 7 of this Annual Report. 29
Foreign currency transaction gains and losses are included in earnings. Approximately 12% of our net sales were impacted by foreign currency fluctuations in fiscal 2024 compared to approximately 12% of net sales in fiscal 2023.
Foreign currency transaction gains and losses are included in earnings. Approximately 11% of our net sales were impacted by foreign currency fluctuations in fiscal 2025 compared to approximately 12% of net sales in fiscal 2024.
As discussed in “Liquidity and Capital Resources” in Item 7 of this Annual Report, we have utilized an interest rate swap to fix a portion of the variable rate interest expense associated with the Term Loan.
As discussed in “Liquidity and Capital Resources” in Item 7 of this Annual Report, we have utilized the Interest Rate Swap to fix a portion of the variable rate interest expense associated with the Term Loan. Foreign Currency Exchange Rates.
In addition, a stronger U.S. dollar or a weaker local currency would result in reduced net sales, operating profit and shareholders’ equity due to the impact of foreign exchange translation on our consolidated financial statements. Fluctuations in foreign currency exchange rates may make our products more expensive or increase our operating costs, affecting our competitiveness and our profitability.
In addition, a stronger U.S. dollar or a weaker local currency would result in reduced net sales, operating profit and shareholders’ equity due to the impact of foreign exchange translation on our consolidated financial statements. The opposite would be true if the U.S. dollar were to get comparatively weaker to those foreign currencies.
Removed
As of March 30, 2024, approximately 75% of our debt bears interest at a fixed rate after giving effect to the interest rate swap agreement in place. Foreign Currency Exchange Rates.
Added
Fluctuations in foreign currency exchange rates may make our products more expensive or increase our operating costs, affecting our competitiveness and our profitability.

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