RBC Bearings INC
For the period ended Sep 27, 2025. Filed Oct 31, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 27, 2025 · Filed Oct 31, 2025
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Item 1. Consolidated Financial Statements
Consolidated Balance Sheets
(dollars in millions, except per share data)
| September 27, 2025 | March 29, 2025 | |
|---|---|---|
| ASSETS · (Unaudited) | ||
| Current assets: | ||
| Cash | $91.2 | $36.8 |
| Accounts receivable, net of allowance for credit losses of $5.5 at September 27, 2025 and $5.4 at March 29, 2025 | 279.2 | 307.6 |
| Inventory | 768.7 | 654.5 |
| Prepaid expenses and other current assets | 54.2 | 28.4 |
| Total current assets | 1,193.3 | 1,027.3 |
| Property, plant and equipment, net | 407.6 | 359.0 |
| Operating lease assets | 57.2 | 58.6 |
| Goodwill | 1,985.2 | 1,872.2 |
| Intangible assets, net | 1,414.3 | 1,325.1 |
| Other noncurrent assets | 53.2 | 43.0 |
| Total assets | $5,110.8 | $4,685.2 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Current liabilities: | ||
| Accounts payable | $144.1 | $138.4 |
| Accrued expenses and other current liabilities | 220.1 | 166.0 |
| Current operating lease liabilities | 9.1 | 9.2 |
| Current portion of long-term debt | 1.8 | 1.7 |
| Total current liabilities | 375.1 | 315.3 |
| Long-term debt, less current portion | 1,069.3 | 918.4 |
| Noncurrent operating lease liabilities | 48.8 | 50.3 |
| Deferred income taxes | 266.2 | 257.8 |
| Other noncurrent liabilities | 164.2 | 112.0 |
| Total liabilities | 1,923.6 | 1,653.8 |
| Stockholders’ equity: | ||
| Preferred stock, $.01 par value; authorized shares: 10,000,000 at September 27, 2025 and March 29, 2025, respectively; issued shares: 0 at September 27, 2025 and March 29, 2025, respectively | — | — |
| Common stock, $.01 par value; authorized shares: 60,000,000 at September 27, 2025 and March 29, 2025, respectively; issued shares: 32,693,506 and 32,522,189 at September 27, 2025 and March 29, 2025, respectively | 0.3 | 0.3 |
| Additional paid-in capital | 1,715.8 | 1,682.5 |
| Accumulated other comprehensive income/(loss) | 5.3 | (1.4) |
| Retained earnings | 1,579.1 | 1,450.6 |
| Treasury stock, at cost; 1,081,252 shares and 1,046,569 shares at September 27, 2025 and March 29, 2025, respectively | (113.3) | (100.6) |
| Total stockholders’ equity | 3,187.2 | 3,031.4 |
| Total liabilities and stockholders’ equity | $5,110.8 | $4,685.2 |
Consolidated Statements of Operations
(dollars in millions, except per share data)
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| Net sales | $455.3 | $397.9 | $891.3 | $804.2 |
| Cost of sales | 254.7 | 224.1 | 495.5 | 446.4 |
| Gross margin | 200.6 | 173.8 | 395.8 | 357.8 |
| Operating expenses: | ||||
| Selling, general and administrative | 77.4 | 69.5 | 151.3 | 137.1 |
| Other, net | 25.4 | 18.2 | 45.6 | 37.1 |
| Total operating expenses | 102.8 | 87.7 | 196.9 | 174.2 |
| Operating income | 97.8 | 86.1 | 198.9 | 183.6 |
| Interest expense, net | 13.4 | 15.6 | 25.6 | 32.8 |
| Other non-operating expense | 1.0 | 1.1 | 2.2 | 1.5 |
| Income before income taxes | 83.4 | 69.4 | 171.1 | 149.3 |
| Provision for income taxes | 23.4 | 15.2 | 42.6 | 33.7 |
| Net income | 60.0 | 54.2 | 128.5 | 115.6 |
| Preferred stock dividends | — | 5.7 | — | 11.4 |
| Net income attributable to common stockholders | $60.0 | $48.5 | $128.5 | $104.2 |
| Net income per common share attributable to common stockholders: | ||||
| Basic | $1.90 | $1.67 | $4.09 | $3.58 |
| Diluted | $1.90 | $1.65 | $4.07 | $3.55 |
| Weighted average common shares: | ||||
| Basic | 31,493,205 | 29,124,564 | 31,434,032 | 29,089,692 |
| Diluted | 31,615,328 | 29,336,466 | 31,585,721 | 29,316,493 |
Consolidated Statements of Comprehensive Income/(Loss)
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| Net income | $60.0 | $54.2 | $128.5 | $115.6 |
| Pension and postretirement liability adjustments, net of taxes (1) | 0.4 | 0.6 | 0.7 | 0.6 |
| Change in fair value of Interest Rate Swap (2) | 0.0 | (1.8) | 0.1 | (1.9) |
| Change in fair value of Cross Currency Swap (3) | 0.0 | (2.1) | (6.2) | (2.1) |
| Foreign currency translation adjustments | (1.4) | 6.6 | 12.1 | 5.6 |
| Total comprehensive income | $59.0 | $57.5 | $135.2 | $117.8 |
| (1) | These adjustments were net of tax expense of $0.1 and $0.1 for the three-month periods ended September 27, 2025 and September 28, 2024, respectively and net of tax expense of $0.2 and $0.1 for the six-month periods ended September 27, 2025, and September 28, 2024, respectively. |
| (2) | These adjustments were net of tax expense of $0.0 and net of tax benefit of $0.5 for the three-month periods ended September 27, 2025 and September 28, 2024, respectively and net of tax expense of $0.0 and net of tax benefit of $0.5 for the six-month periods ended September 27, 2025, and September 28, 2024, respectively. |
| (3) | These adjustments was net of tax expense of $0.0 and net of tax benefit of $0.6 for the three-month periods ended September 27, 2025 and September 28, 2024, respectively and net of tax benefit of $1.8 and $0.6 for the six-month periods ended September 27, 2025, and September 28, 2024, respectively. |
Consolidated Statements of Stockholders’ Equity
| Common Stock · Preferred Stock · Additional Paid-in · Accumulated Other Comprehensive · Retained · Treasury Stock · Total Stockholders’ | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Capital | Income/(Loss) | Earnings | Shares | Amount | Equity | |
| Balance at March 29, 2025 | 32,522,189 | $0.3 | — | — | $1,682.5 | $(1.4) | $1,450.6 | (1,046,569) | $(100.6) | $3,031.4 |
| Net income | — | — | — | — | — | — | 68.5 | — | — | 68.5 |
| Stock-based compensation | — | — | — | — | 4.4 | — | — | — | — | 4.4 |
| Tax withholding for common stock issued under equity incentive plans | — | — | — | — | — | — | — | (33,281) | (12.1) | (12.1) |
| Exercise of equity awards | 73,642 | 0.0 | — | — | 11.5 | — | — | — | — | 11.5 |
| Change in pension and post-retirement plan benefit adjustments, net of tax expense of $0.1 | — | — | — | — | — | 0.3 | — | — | — | 0.3 |
| Issuance of restricted stock, net of forfeitures | 13,867 | — | — | — | — | — | — | — | — | — |
| Change in fair value of Interest Rate Swap, net of tax expense of $0.0 | — | — | — | — | — | 0.1 | — | — | — | 0.1 |
| Change in fair value of Cross Currency Swap, net of tax benefit of $1.8 | — | — | — | — | — | (6.2) | — | — | — | (6.2) |
| Issuance of awards previously classified as liability awards | 33,339 | — | — | — | 5.0 | — | — | — | — | 5.0 |
| Currency translation adjustments | — | — | — | — | — | 13.5 | — | — | — | 13.5 |
| Balance at June 28, 2025 | 32,643,037 | $0.3 | — | — | $1,703.4 | $6.3 | $1,519.1 | (1,079,850) | $(112.7) | $3,116.4 |
| Net income | — | — | — | — | — | — | 60.0 | — | — | 60.0 |
| Stock-based compensation | — | — | — | — | 3.6 | — | — | — | — | 3.6 |
| Tax withholding for common stock issued under equity incentive plans | — | — | — | — | — | — | — | (1,402) | (0.6) | (0.6) |
| Exercise of equity awards | 50,475 | 0.0 | — | — | 8.8 | — | — | — | — | 8.8 |
| Change in pension and post-retirement plan benefit adjustments, net of tax expense of $0.1 | — | — | — | — | — | 0.4 | — | — | — | 0.4 |
| Issuance of restricted stock, net of forfeitures | (6) | — | — | — | — | — | — | — | — | — |
| Change in fair value of Interest Rate Swap, net of tax expense of $0.0 | — | — | — | — | — | 0.0 | — | — | — | 0.0 |
| Change in fair value of Cross Currency Swap, net of tax expense of $0.0 | — | — | — | — | — | 0.0 | — | — | — | 0.0 |
| Currency translation adjustments | — | — | — | — | — | (1.4) | — | — | — | (1.4) |
| Balance at September 27, 2025 | 32,693,506 | $0.3 | — | — | $1,715.8 | $5.3 | $1,579.1 | (1,081,252) | $(113.3) | $3,187.2 |
Consolidated Statements of Stockholders’ Equity
| Common Stock · Preferred Stock · Additional Paid-in · Accumulated Other Comprehensive · Retained · Treasury Stock · Total Stockholders’ | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Capital | Income/(Loss) | Earnings | Shares | Amount | Equity | |
| Balance at March 30, 2024 | 30,227,444 | $0.3 | 4,600,000 | $0.0 | $1,625.2 | $0.7 | $1,216.8 | (1,015,053) | $(91.1) | $2,751.9 |
| Net income | — | — | — | — | — | — | 61.4 | — | — | 61.4 |
| Stock-based compensation | — | — | — | — | 4.2 | — | — | — | — | 4.2 |
| Preferred stock dividends | — | — | — | — | — | — | (5.7) | — | — | (5.7) |
| Tax withholding for common stock issued under equity incentive plans | — | — | — | — | — | — | — | (27,208) | (8.0) | (8.0) |
| Exercise of equity awards | 8,642 | 0.0 | — | — | 1.2 | — | — | — | — | 1.2 |
| Change in pension and post-retirement plan benefit adjustments, net of tax expense of $0.0 | — | — | — | — | — | 0.0 | — | — | — | 0.0 |
| Issuance of restricted stock, net of forfeitures | 27,399 | — | — | — | — | — | — | — | — | — |
| Change in fair value of Interest Rate Swap, net of tax benefit of $0.0 | — | — | — | — | — | (0.1) | — | — | — | (0.1) |
| Currency translation adjustments | — | — | — | — | — | (1.0) | — | — | — | (1.0) |
| Balance at June 29, 2024 | 30,263,485 | $0.3 | 4,600,000 | $0.0 | $1,630.6 | $(0.4) | $1,272.5 | (1,042,261) | $(99.1) | $2,803.9 |
| Net income | — | — | — | — | — | — | 54.2 | — | — | 54.2 |
| Stock-based compensation | — | — | — | — | 4.0 | — | — | — | — | 4.0 |
| Preferred stock dividends | — | — | — | — | — | — | (5.7) | — | — | (5.7) |
| Tax withholding for common stock issued under equity incentive plans | — | — | — | — | — | — | — | (1,469) | (0.4) | (0.4) |
| Early conversion of mandatory convertible preferred stock to common stock | 661 | — | (1,500) | — | — | — | — | — | — | — |
| Exercise of equity awards | 147,484 | 0.0 | — | — | 24.0 | — | — | — | — | 24.0 |
| Change in pension and post-retirement plan benefit adjustments, net of tax expense of $0.1 | — | — | — | — | — | 0.6 | — | — | — | 0.6 |
| Issuance of restricted stock, net of forfeitures | (269) | — | — | — | — | — | — | — | — | — |
| Change in fair value of Interest Rate Swap, net of tax benefit of $0.5 | — | — | — | — | — | (1.8) | — | — | — | (1.8) |
| Change in fair value of Cross Currency Swap, net of tax benefit of $0.6 | — | — | — | — | — | (2.1) | — | — | — | (2.1) |
| Currency translation adjustments | — | — | — | — | — | 6.6 | — | — | — | 6.6 |
| Balance at September 28, 2024 | 30,411,361 | $0.3 | 4,598,500 | $0.0 | $1,658.6 | $2.9 | $1,321.0 | (1,043,730) | $(99.5) | $2,883.3 |
Consolidated Statements of Cash Flows
| Six Months Ended | ||
|---|---|---|
| September 27, 2025 | September 28, 2024 | |
| Cash flows from operating activities: | ||
| Net income | $128.5 | $115.6 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Depreciation and amortization | 62.5 | 60.2 |
| Deferred income taxes | 8.9 | (10.2) |
| Amortization of deferred financing costs | 1.5 | 1.0 |
| Stock-based compensation | 14.0 | 13.1 |
| Noncash operating lease expense | 3.5 | 3.2 |
| Loss on disposition of assets | 0.1 | 0.1 |
| Restructuring and other noncash charges | 4.0 | — |
| Changes in operating assets and liabilities, net of acquisitions: | ||
| Accounts receivable | 42.0 | 0.8 |
| Inventory | (48.2) | (20.7) |
| Prepaid expenses and other current assets | (7.3) | (7.0) |
| Other noncurrent assets | (7.7) | (2.0) |
| Accounts payable | (1.5) | 11.0 |
| Accrued expenses and other current liabilities | 3.4 | (16.2) |
| Other noncurrent liabilities | 4.7 | (8.5) |
| Net cash provided by operating activities | 208.4 | 140.4 |
| Cash flows from investing activities: | ||
| Capital expenditures | (32.4) | (25.2) |
| Acquisition of business | (275.0) | — |
| Net cash used in investing activities | (307.4) | (25.2) |
| Cash flows from financing activities: | ||
| Proceeds received from revolving credit facilities | 200.0 | — |
| Repayments of revolving credit facilities | (5.0) | (20.4) |
| Repayments of term loans | (45.0) | (75.0) |
| Repayments of notes payable | (1.3) | (1.3) |
| Proceeds from mortgage | — | 4.5 |
| Principal payments on finance lease obligations | (2.3) | (2.1) |
| Preferred stock dividends paid | — | (11.5) |
| Exercise of equity awards | 20.3 | 25.2 |
| Tax withholding for common stock issued under equity incentive plans | (12.7) | (8.4) |
| Net cash provided by/(used in) financing activities | 154.0 | (89.0) |
| Effect of exchange rate changes on cash | (0.6) | (0.6) |
| Cash: | ||
| Increase/(decrease) during the period | 54.4 | 25.6 |
| Cash, at beginning of period | 36.8 | 63.5 |
| Cash, at end of period | $91.2 | $89.1 |
| Supplemental disclosures of cash flow information: | ||
| Cash paid for: | ||
| Income taxes | $41.6 | $57.9 |
| Interest | 24.3 | 28.8 |
Notes to Unaudited Interim Consolidated Financial Statements
(dollars in millions, except per-share data)
1. Basis of Presentation
The interim consolidated financial statements included herein have been prepared by RBC Bearings Incorporated, a Delaware corporation (collectively with its subsidiaries, the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim financial statements included with this report have been prepared on a consistent basis with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2025 (our “Annual Report”). We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). As used in this report, the terms “we,” “us,” “our,” “RBC” and the “Company” mean RBC Bearings Incorporated and its subsidiaries, unless the context indicates another meaning.
These financial statements reflect all adjustments, accruals, and estimates, consisting only of items of a normal recurring nature, that are, in the opinion of management, necessary for the fair presentation of the consolidated financial condition and consolidated results of operations for the interim periods presented. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in our Annual Report.
The results of operations for the three-month and six-month periods ended September 27, 2025 are not necessarily indicative of the operating results for the entire fiscal year ending March 28, 2026. The three-month periods ended September 27, 2025 and September 28, 2024 each included 13 weeks. The six-month periods ended September 27, 2025 and September 28, 2024 each included 26 weeks.
All dollar amounts contained in these financial statements and footnotes are stated in millions, except for per share data.
VACCO Acquisition
On July 18, 2025, the Company acquired VACCO Industries (“VACCO”) from ESCO Technologies Inc. for approximately $275.0, subject to certain adjustments. Refer to Note 14 for further details regarding this transaction.
2. Significant Accounting Policies
The Company’s significant accounting policies are detailed in “Note 2 - Summary of Significant Accounting Policies” of our Annual Report.
Significant changes to our accounting policies as a result of adopting new accounting standards are discussed below.
Recent Accounting Standards Adopted
In November 2023, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. Our Annual Report included enhanced segment disclosure to comply with the updated requirements. Refer to “Note 12: Reportable Segments” for additional information.
Recent Accounting Standards Yet to Be Adopted
In December 2023, the FASB issued ASU 2023-09*, Income Taxes (Topic 740)*: Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. As of September 27, 2025, the Company is evaluating the impact the standard will have on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE). The new standard requires disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. As of September 27, 2025, the Company is evaluating the impact the standard will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal Use Software. The new standard amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. As of September 27, 2025, the Company is evaluating the impact the standard will have on its consolidated financial statements.
3. Revenue from Contracts with Customers
Disaggregation of Revenue
The following table disaggregates total revenue by end market which is how we view our reportable segments (see Note 12):
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| Aerospace/Defense | $198.8 | $143.2 | $363.4 | $292.3 |
| Industrial | 256.5 | 254.7 | 527.9 | 511.9 |
| Total | $455.3 | $397.9 | $891.3 | $804.2 |
The following table disaggregates total revenue by geographic origin:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| United States | $406.2 | $352.4 | $794.7 | $712.5 |
| International | 49.1 | 45.5 | 96.6 | 91.7 |
| Total | $455.3 | $397.9 | $891.3 | $804.2 |
The following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over time versus the amount of revenue recognized for performance obligations satisfied at a point in time:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| Point-in-time | 94% | 98% | 96% | 97% |
| Over time | 6% | 2% | 4% | 3% |
| Total | 100% | 100% | 100% | 100% |
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of orders meeting the definition of a contract in Accounting Standards Codification (ASC) Topic 606 –Revenue from Contracts with Customers, for which work has not been performed or has been partially performed and excludes unexercised contract options. The duration of the majority of our contracts, as defined by ASC Topic 606, is less than one year. The Company has elected to apply the practical expedient, which allows the Company to exclude remaining performance obligations with an original expected duration of one year or less. The aggregate amount of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one year was approximately $998.7 at September 27, 2025. The Company expects to recognize revenue on approximately 47% and 72% of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.
Contract Balances
The timing of revenue recognition, invoicing and cash collections affect accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) on the consolidated balance sheets. These assets and liabilities are reported on the consolidated balance sheets on an individual contract basis at the end of each reporting period.
Contract Assets (Unbilled Receivables) - Pursuant to the over-time revenue recognition model, revenue may be recognized prior to the customer being invoiced. An unbilled receivable is recorded to reflect revenue that is recognized when (1) the cost-to-cost method is applied and (2) such revenue exceeds the amount invoiced to the customer.
As of September 27, 2025 and March 29, 2025, current contract assets were $26.1 and $6.6, respectively, and are included within prepaid expenses and other current assets on the consolidated balance sheets. The increase in current contract assets was primarily due to current contract assets acquired as part of the VACCO acquisition. In addition, we had amounts billed to customers during the period partially offset by the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations prior to billing. As of September 27, 2025 and March 29, 2025, the Company had noncurrent contract assets of $3.5 and $0.0, respectively, which were included within other noncurrent assets on the consolidated balance sheets.
Contract Liabilities (Deferred Revenue) - The Company may receive a customer advance or deposit, or have an unconditional right to receive a customer advance, prior to revenue being recognized. Since the performance obligations related to such advances may not have been satisfied, a contract liability is established. Advance payments are not considered a significant financing component as the timing of the transfer of the related goods or services is at the discretion of the customer.
As of September 27, 2025 and March 29, 2025, current contract liabilities were $70.6 and $32.7, respectively, and included within accrued expenses and other current liabilities on the consolidated balance sheets. The increase in current contract liabilities was primarily due to current contract liabilities acquired as part of the VACCO acquisition. In addition, we had reclassified certain advance payments received from customers from the noncurrent portion of contract liabilities to current liabilities, and was partially offset by revenue recognized on customer contracts. For the three and six months ended September 27, 2025, the Company recognized revenues of $7.1 and $14.0 that were included in the contract liability balance as of March 29, 2025. For the three and six months ended September 28, 2024, the Company recognized revenues of $5.9 and $11.6 that were included in the contract liability balance at March 30, 2024.
As of September 27, 2025 and March 29, 2025, noncurrent contract liabilities were $53.5 and $12.1, respectively, and included within other noncurrent liabilities on the consolidated balance sheets. The increase in noncurrent contract liabilities was primarily due to the acquisition of VACCO, partially offset by the reclassification of a portion of advance payments received to the current portion of contract liabilities.
Variable Consideration
The amount of consideration to which the Company expects to be entitled in exchange for the goods and services is not generally subject to significant variations. However, the Company does offer certain customers rebates, prompt payment discounts, end-user discounts, the right to return eligible products, and/or other forms of variable consideration. The Company estimates this variable consideration using the expected value amount, which is based on historical experience. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company adjusts the estimate of revenue at the earlier of when the amount of consideration the Company expects to receive changes or when the consideration becomes fixed. Accrued customer rebates were $41.5 and $40.0 at September 27, 2025 and March 29, 2025, respectively, and are included within accrued expenses and other current liabilities on the consolidated balance sheets.
4. Accumulated Other Comprehensive Income/(Loss)
The components of comprehensive income/(loss) that relate to the Company are net income, foreign currency translation adjustments, changes in fair value of derivatives, and pension plan and postretirement benefits.
The following summarizes the activity within each component of accumulated other comprehensive income/(loss), net of taxes:
| Currency Translation | Change in Fair Value of Interest Rate Swap | Change in Fair Value of Cross Currency Swap | Pension and Postretirement Liability | Total | |
|---|---|---|---|---|---|
| Balance at March 29, 2025 | $(6.5) | $(0.2) | $(0.2) | $5.5 | $(1.4) |
| Reclassification to net income | — | (0.0) | — | — | (0.0) |
| Change in pension and postretirement liability | — | — | — | 0.7 | 0.7 |
| Net gain on foreign currency translation | 12.1 | — | — | — | 12.1 |
| Gain on Interest Rate Swap, net of taxes | — | 0.1 | — | — | 0.1 |
| Loss on Cross Currency Swap, net of taxes | — | — | (6.2) | — | (6.2) |
| Net current period other comprehensive income/(loss) | 12.1 | 0.1 | (6.2) | 0.7 | 6.7 |
| Balance at September 27, 2025 | $5.6 | $(0.1) | $(6.4) | $6.2 | $5.3 |
5. Net income Per-share Attributable to Common Stockholders
Basic net income per-share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding.
Diluted net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the sum of the weighted average number of common shares and dilutive common share equivalents then outstanding using the treasury stock method. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options, the vesting of restricted shares, and contingently issuable shares related to performance-based awards.
We exclude outstanding stock options, stock awards and contingently issuable shares related to performance-based awards from the calculations if the effect would be anti-dilutive.
As of September 28, 2024, there were 4,598,500 shares of our 5.00% Series A Mandatory Convertible Preferred Stock (the “MCPS”) outstanding. For the three-month and six-month period ended September 28, 2024, the effect of assuming the conversion of the 4,598,500 shares of MCPS into shares of common stock was anti-dilutive, and therefore excluded from the calculation of diluted earnings per-share attributable to common stockholders. Accordingly, net income was reduced by cumulative MCPS dividends, as presented in our consolidated statement of operations, for purposes of calculating the numerator in the diluted net income per share attributable to common stockholders.
For the three months ended September 27, 2025,58,293 employee stock options and no restricted shares were excluded from the calculation of diluted earnings per-share attributable to common stockholders. For the six months ended September 27, 2025,63,163 employee stock options and 100 restricted shares were excluded from the calculation of diluted earnings per-share attributable to common stockholders. The inclusion of these employee stock options and restricted shares would have been anti-dilutive.
For the three months ended September 28, 2024,50,205 employee stock options and no restricted shares were excluded from the calculation of diluted earnings per-share attributable to common stockholders. For the six months ended September 28, 2024,60,907 employee stock options and 3,250 restricted shares were excluded from the calculation of diluted earnings per share attributable to common stockholders. The inclusion of these employee stock options and restricted shares would have been anti-dilutive.
The table below reflects the calculation of weighted-average shares outstanding for each period presented as well as the computation of basic and diluted net income per-share attributable to common stockholders.
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| Net income | $60.0 | $54.2 | $128.5 | $115.6 |
| Preferred stock dividends | — | 5.7 | — | 11.4 |
| Net income attributable to common stockholders | $60.0 | $48.5 | $128.5 | $104.2 |
| Denominator for basic net income per share attributable to common stockholders — weighted-average shares outstanding | 31,493,205 | 29,124,564 | 31,434,032 | 29,089,692 |
| Effect of dilution due to contingently issuable shares related to performance-based awards | 6,682 | — | 7,344 | — |
| Effect of dilution due to employee stock awards | 115,441 | 211,902 | 144,345 | 226,801 |
| Denominator for diluted net income per share attributable to common stockholders — weighted-average shares outstanding | 31,615,328 | 29,336,466 | 31,585,721 | 29,316,493 |
| Basic net income per share attributable to common stockholders | $1.90 | $1.67 | $4.09 | $3.58 |
| Diluted net income per share attributable to common stockholders | $1.90 | $1.65 | $4.07 | $3.55 |
6. Fair Value
Fair value is defined as the price that would be expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB provides accounting rules that classify the inputs used to measure fair value into the following hierarchy:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3 – Unobservable inputs for the asset or liability.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
As a result of the occurrence of triggering events such as purchase accounting for acquisitions, the Company measures certain assets and liabilities based on Level 3 inputs.
Financial Instruments
The Company’s financial instruments consist primarily of cash, accounts receivable, trade accounts payable, accrued expenses, short-term borrowings, long-term debt, and derivatives in the form of an interest rate swap and a cross currency swap.
Due to their short-term nature, the carrying value of cash, accounts receivable, trade accounts payable, accrued expenses and short-term borrowings are a reasonable estimate of their fair value. Long-term assets held on our balance sheets related to benefit plan obligations are measured at fair value.
The fair value of the Company’s long-term fixed-rate debt, based on quoted market prices, was $486.7 and $470.5 at September 27, 2025 and March 29, 2025, respectively. The carrying value of this debt was $495.6 at September 27, 2025 and $495.1 at March 29, 2025. The fair value of long-term fixed-rate debt was measured using Level 1 inputs. Due to the nature of fair value calculations for variable-rate debt, the carrying value of the Company’s long-term variable-rate debt is a reasonable estimate of its fair value.
The fair value of the Interest Rate Swap (as defined in Note 13) was a liability of $0.1 and $0.3 at September 27, 2025 and March 29, 2025, respectively, and was measured using Level 2 inputs. The fair value of the Interest Rate Swap was included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. The Interest Rate Swap, net of taxes, had accumulated other comprehensive loss of $0.1 and $0.2 as of September 27, 2025 and March 29, 2025, respectively, and was included in accumulated other comprehensive income/(loss) on the Company’s consolidated balance sheets, and in the Company’s consolidated statements of comprehensive income/(loss).
The fair value of the Cross Currency Swap (as defined in Note 13) was a liability of $8.1 and $0.2 at September 27, 2025 and March 29, 2025, and was measured using Level 2 inputs. This amount is included in other noncurrent liabilities on the Company’s consolidated balance sheets. The Cross Currency Swap, net of taxes, had accumulated other comprehensive loss of $6.4 and $0.2 as of September 27, 2025 and March 29, 2025, and was included in accumulated other comprehensive income/(loss) on the Company’s consolidated balance sheets, and in the Company’s consolidated statements of comprehensive income/(loss). The decrease in the fair value of the Cross Currency Swap is primarily due to the weakening of the USD compared to the CHF during the six month period ended September 27, 2025.
The Company does not believe it has significant concentrations of risk associated with the counterparties to its financial instruments.
7. Inventory
The major classes of inventories are summarized below:
| September 27, 2025 | March 29, 2025 | |
|---|---|---|
| Raw materials and work in process | 32.8% | 30.8% |
| Finished goods and components | 67.2% | 69.2% |
| 100.0% | 100.0% |
8. Goodwill and Intangible Assets
Goodwill
Goodwill balances, by segment, consist of the following:
| Aerospace/ Defense | Industrial | Total | |
|---|---|---|---|
| March 29, 2025 | $199.2 | $1,673.0 | $1,872.2 |
| Acquisition(1) | 109.9 | — | 109.9 |
| Currency translation adjustments | — | 3.1 | 3.1 |
| September 27, 2025 | $309.1 | $1,676.1 | $1,985.2 |
| (1) | Goodwill associated with the acquisition of VACCO as discussed further in Note 14. |
Intangible Assets
| Weighted · September 27, 2025 · March 29, 2025 | |||||
|---|---|---|---|---|---|
| Average Useful Lives (Years) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |
| Product approvals | 24 | $50.7 | $23.1 | $50.7 | $22.2 |
| Customer relationships and lists | 24 | 1,378.8 | 243.5 | 1,301.0 | 215.1 |
| Trade names | 24 | 224.7 | 46.0 | 217.2 | 41.8 |
| Patents and trademarks | 15 | 10.1 | 6.7 | 10.0 | 6.5 |
| Domain names | 10 | 0.4 | 0.4 | 0.4 | 0.4 |
| Internal-use software | 3 | 28.5 | 18.5 | 21.7 | 14.5 |
| Other | 4 | 37.9 | 2.9 | 1.6 | 1.3 |
| 1,731.1 | 341.1 | 1,602.6 | 301.8 | ||
| Non-amortizable repair station certifications | n/a | 24.3 | — | 24.3 | — |
| Total | 23 | $1,755.4 | $341.1 | $1,626.9 | $301.8 |
Amortization expense for definite-lived intangible assets during the three-month periods ended September 27, 2025 and September 28, 2024 was $20.7 and $17.9, respectively. Amortization expense for definite-lived intangible assets during the six-month periods ended September 27, 2025 and September 28, 2024 was $38.6 and $35.7, respectively. These amounts are included in other, net on the Company’s consolidated statements of operations. Estimated amortization expense for the remainder of fiscal 2026 and for the five succeeding fiscal years and thereafter is as follows:
| Remainder of Fiscal 2026 | $43.5 |
|---|---|
| Fiscal 2027 | 82.8 |
| Fiscal 2028 | 78.2 |
| Fiscal 2029 | 77.9 |
| Fiscal 2030 | 72.5 |
| Fiscal 2031 | 69.3 |
| Fiscal 2032 and thereafter | 965.8 |
9. Accrued Expenses and Other Current Liabilities
The significant components of accrued expenses and other current liabilities are as follows:
| September 27, 2025 | March 29, 2025 | |
|---|---|---|
| Employee compensation and related benefits | $60.7 | $45.2 |
| Taxes | 6.0 | 11.1 |
| Contract liabilities | 70.6 | 32.7 |
| Accrued rebates | 41.5 | 40.0 |
| Workers compensation and insurance | 0.9 | 0.5 |
| Current finance lease liabilities | 5.8 | 5.9 |
| Interest | 12.0 | 12.2 |
| Legal | 1.9 | 2.1 |
| Returns and warranties | 10.1 | 9.4 |
| Other | 10.6 | 6.9 |
| $220.1 | $166.0 |
10. Debt
Domestic Credit Facility
In fiscal 2022, RBC Bearings Incorporated, our top holding company, and our Roller Bearing Company of America, Inc. subsidiary (“RBCA”) entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer, and the other lenders party thereto. 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. (“Dodge”) 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”). Debt issuance costs associated with the Credit Agreement totaled $14.9 and are being amortized through November 2026.
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% (reduced to 1.75% after September 27, 2025 with respect to loans under the Revolving Credit Facility) depending on the Company’s consolidated ratio of total net debt to consolidated EBITDA (as defined in the Credit Agreement) from time to time. The Facilities are subject to a SOFR floor of 0.00%. As of September 27, 2025, the Company’s margin was 0.75% for SOFR loans, the commitment fee rate was 0.175%, and the letter of credit fee rate was 0.75%. A portion of the Term Loan is subject to a fixed-rate interest swap as discussed in Note 13.
The Term Loan matures in November 2026 and amortizes in quarterly installments with the balance payable on the maturity date. The Company can elect to prepay some or all of the outstanding balance from time to time without penalty, which will offset future quarterly amortization installments. Due to prepayments previously made, the required future principal payments on the Term Loan are $0 for fiscal 2026 and $368.0 for fiscal 2027. As of September 27, 2025, the Revolving Credit Facility was set to expire in November 2026 but was subsequently extended to October 2030. See Note 15. All amounts outstanding under the Revolving Credit Facility will be payable on its expiration date.
The Credit Agreement requires the Company to comply with various covenants, including the following financial covenants: (a) a maximum Total Net Leverage Ratio (as defined within the Credit Agreement) of 4.50:1.00 (provided that such maximum ratio may be increased by the Company by 0.50:1.00 for a period of 12 months after the consummation of a material acquisition (provided that there may be only one such increase in effect at any one time)); and (b) a minimum Interest Coverage Ratio of 2.00:1.00. As of September 27, 2025 the Company was in compliance with all debt covenants. The Interest Coverage Ratio covenant was removed from the Credit Agreement after September 27, 2025. See Note 15.
The Credit Agreement allows the Company to, among other things, make distributions to stockholders, repurchase its stock, incur other debt or liens, or acquire or dispose of assets provided that the Company complies with certain requirements and limitations of the Credit Agreement.
The Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Agreement, and the Company’s obligations and the domestic subsidiaries’ guaranty are secured by a pledge of substantially all of the assets of the Company and its domestic subsidiaries.
As of September 27, 2025, $368.0 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 $200.0 of the Revolving Credit Facility had been used to fund the purchase of VACCO which is discussed in Note 14. The Company had the ability to borrow an additional $296.3 under the Revolving Credit Facility as of September 27, 2025. On September 30, 2025, the Company paid $40.0 on the Term Loan.
Senior Notes
In fiscal 2022, RBCA issued $500.0 aggregate principal amount of 4.375% Senior Notes due 2029 (the “Senior Notes”). The net proceeds from the issuance of the Senior Notes were approximately $492.0, after deducting initial purchasers’ discounts and commissions and offering expenses, and were used to fund a portion of the cash purchase price for the acquisition of Dodge.
The Senior Notes were issued pursuant to an indenture with Wilmington Trust, National Association, as trustee. This indenture contains covenants limiting the ability of the Company to (i) incur additional indebtedness or guarantee indebtedness, (ii) declare or pay dividends, redeem stock or make other distributions to stockholders, (iii) make investments, (iv) create liens or use assets as security in other transactions, (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of its assets, (vi) enter into transactions with affiliates, and (vii) sell or transfer certain assets. These covenants contain various exceptions, limitations and qualifications. At any time that the Senior Notes are rated investment grade, certain of these covenants will be suspended.
The Senior Notes are guaranteed jointly and severally on a senior unsecured basis by RBC Bearings and certain of RBCA’s existing and future wholly-owned domestic subsidiaries that also guarantee the Credit Agreement.
Interest on the Senior Notes accrues at a rate of 4.375% and is payable semi–annually in cash in arrears on April 15 and October 15 of each year.
The Senior Notes will mature on October 15, 2029. The Company may redeem some or all of the Senior Notes at any time at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company sells certain of its assets or experiences specific kinds of changes in control, the Company must offer to repurchase the Senior Notes.
Foreign Borrowing Arrangements
One of our foreign subsidiaries, Schaublin SA, has a CHF 5.0 (approximately $6.1 USD) credit line (the “Foreign Credit Line”) with Credit Suisse (Switzerland) Ltd. to provide future working capital, if necessary. As of September 27, 2025, $0.1 was being utilized to provide a bank guarantee. Fees associated with the Foreign Credit Line are nominal.
In July 2024, Swiss Tool Systems, one of our foreign subsidiaries, purchased the building where it operates for CHF 7.1 (approximately $8.4 USD) and took out a 10-year,2.9% fixed-rate mortgage on the building for CHF 4.0 (approximately $4.5 USD).
The balances payable under all our borrowing facilities are as follows:
| September 27, 2025 | March 29, 2025 | |
|---|---|---|
| Revolving and term loan facilities | $568.0 | $418.0 |
| Senior notes | 500.0 | 500.0 |
| Debt issuance costs | (6.8) | (8.3) |
| Other | 9.9 | 10.4 |
| Total debt | 1,071.1 | 920.1 |
| Less: current portion | 1.8 | 1.7 |
| Long-term debt | $1,069.3 | $918.4 |
11. Income Taxes
The Company files income tax returns in numerous U.S. and foreign jurisdictions, with returns subject to examination for varying periods, but generally back to and including the year ending April 2, 2022, although certain tax credits generated in earlier years are open under statute from March 29, 2008. The Company is no longer subject to U.S. federal tax examination by the Internal Revenue Service for years ending before April 2, 2022.
The effective income tax rates for the three-month periods ended September 27, 2025 and September 28, 2024, were 28.0% and 21.9%, respectively. In addition to discrete items, the effective income tax rates for both these periods were different from the U.S. statutory rates due to the foreign-derived intangible income provision and U.S. credit for increasing research activities, which decreased the rate, and state income taxes, foreign income taxes, and nondeductible compensation, which increased the rate.
The effective income tax rate for the three-month period ended September 27, 2025 of 28.0% included $0.3 of discrete tax benefits associated with stock-based compensation offset by $2.4 of other items, including a $2.3 change to deferred taxes related to the acquisition of VACCO. The effective income tax rate without discrete items for the three-month period ended September 27, 2025 would have been 25.6%. The effective income tax rate for the three-month period ended September 28, 2024 of 21.9% included $1.1 of discrete tax benefits associated with stock-based compensation partially offset by $0.1 of other discrete tax expenses. The effective income tax rate without discrete items for the three-month period ended September 28, 2024 would have been 23.4%. The Company believes it is reasonably possible that some of its unrecognized tax positions may be effectively settled within the next 12 months due to the closing of audits and the statute of limitations expiring in various jurisdictions. The decrease in the Company’s unrecognized tax positions, pertaining primarily to federal and state credits and state tax, is estimated to be approximately $1.5.
The effective income tax rate for the six-month period ended September 27, 2025 was 24.9% compared to 22.6% for the six-month period ended September 28, 2024. The effective income tax rate for the six-month period ended September 27, 2025 of 24.9% included $2.6 of discrete tax benefits associated with stock-based compensation offset by $3.6 of other discrete tax expenses, including a $2.3 change to deferred taxes related to the acquisition of VACCO. The effective income tax rate without discrete items for the six-month period ended September 27, 2025 would have been 24.3%. The effective income tax rate for the six-month period ended September 28, 2024 of 22.6% included $1.7 of discrete tax benefits associated with stock-based compensation partially offset by $0.1 of other discrete tax expenses. The effective income tax rate without discrete items for the six-month period ended September 28, 2024 would have been 23.6%.
Global Minimum Tax
In October 2021, the Organisation for Economic Co-operation and Development (“OECD”) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently multiple sets of administrative guidance have been issued. Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 with the adoption of additional components in later years or announced their plans to enact legislation in future years. The Company has performed an assessment of the potential impact to its income taxes as a result of Pillar Two and believes that it can avail itself of the transitional safe harbor rules in all jurisdictions in which the Company operates. We will continue to monitor both the U.S. and international legislative developments related to Pillar Two to assess for any potential impacts. 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.
One Big Beautiful Bill Act
On July 4, 2025, the U.S. enacted new legislation, Public Law No: 119-21, The One Big Beautiful Bill Act ("The Act"). The Act includes several U.S. corporate tax provisions, including restoring immediate deductibility of certain capital expenditures, restoring full expensing of domestic research and development costs, and changes in the computations of U.S. taxation on international earnings. As the Company continues to analyze the changes in tax law, we expect the provisions of the legislation to result in a favorable timing shift in our U.S. cash tax payments, with no material impact on our FY 2026 effective tax rate. Due to the timing of enactment within our current period end, the Company has undergone efforts to reasonably estimate the impact of the Act to our financial statements and has reflected the effects within the consolidated financial statements.
12. Reportable Segments
The Company operates throughtwo operating segments and reports its financial results based on how its chief operating decision maker makes operating decisions, assesses the performance of the business, and allocates resources. Our operating segments are our reportable segments. These reportable segments are Aerospace/Defense and Industrial and are described below.
***Aerospace/Defense.***This segment represents the end markets for the Company’s highly engineered bearings and precision components used in commercial aerospace, defense aerospace, defense marine, defense ground vehicles, missiles and guided munitions, and space and satellite applications. 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 and defense aerospace customers generally require precision products, often constructed of special materials and made to unique designs and specifications. Many of our aerospace bearings and engineered component products are designed and certified during the original development of the aircraft being served, which often makes us the primary bearing supplier for the life of that aircraft.
***Industrial.***This segment represents the end markets for the Company’s highly engineered bearings 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. Our products target market applications in which our engineering and manufacturing capabilities provide us with a competitive advantage in the marketplace.
The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer. The CODM uses segment gross margin as the primary measurement of profitability. On a monthly basis, the CODM considers budget-to-actual variances and historical trends for gross margin when making decisions about allocating capital to segments.
The accounting policies of the reportable segments are the same as those described in Note 2. Segment performance is evaluated based on segment net sales and gross margin. Where not separately disclosed, corporate costs are allocated to each segment. Identifiable assets by reportable segment consist of those directly identified with the segment’s operations.
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| Net External Sales: | ||||
| Aerospace/Defense | $198.8 | $143.2 | $363.4 | $292.3 |
| Industrial | 256.5 | 254.7 | 527.9 | 511.9 |
| $455.3 | $397.9 | $891.3 | $804.2 | |
| Cost of Sales: | ||||
| Aerospace/Defense | $121.9 | $86.4 | $216.3 | $172.4 |
| Industrial | 132.8 | 137.7 | 279.2 | 274.0 |
| $254.7 | $224.1 | $495.5 | $446.4 | |
| Gross Margin: | ||||
| Aerospace/Defense | $76.9 | $56.8 | $147.1 | $119.9 |
| Industrial | 123.7 | 117.0 | 248.7 | 237.9 |
| $200.6 | $173.8 | $395.8 | $357.8 | |
| Reconciliation of gross margin to income before income taxes: | ||||
| Selling, general and administrative | $(77.4) | $(69.5) | $(151.3) | $(137.1) |
| Other, net | (25.4) | (18.2) | (45.6) | (37.1) |
| Interest expense, net | (13.4) | (15.6) | (25.6) | (32.8) |
| Other non-operating (expense)/income | (1.0) | (1.1) | (2.2) | (1.5) |
| Income before income taxes | $83.4 | $69.4 | $171.1 | $149.3 |
| Capital Expenditures: | ||||
| Aerospace/Defense | $8.7 | $5.4 | $15.3 | $9.2 |
| Industrial | 5.4 | 10.6 | 10.0 | 14.8 |
| Corporate | 2.6 | 0.2 | 7.1 | 1.2 |
| $16.7 | $16.2 | $32.4 | $25.2 | |
| Depreciation & Amortization: | ||||
| Aerospace/Defense | $8.6 | $5.3 | $14.2 | $10.5 |
| Industrial | 22.5 | 24.0 | 45.0 | 47.8 |
| Corporate | 1.8 | 0.9 | 3.3 | 1.9 |
| $32.9 | $30.2 | $62.5 | $60.2 | |
| Geographic External Sales: | ||||
| Domestic | $406.2 | $352.4 | $794.7 | $712.5 |
| Foreign (1) | 49.1 | 45.5 | 96.6 | 91.7 |
| $455.3 | $397.9 | $891.3 | $804.2 | |
| September 27, 2025 | March 29, 2025 | |
|---|---|---|
| Total Assets: | ||
| Aerospace/Defense | $1,425.9 | $1,010.8 |
| Industrial | 3,566.2 | 3,594.0 |
| Corporate | 118.7 | 80.4 |
| $5,110.8 | $4,685.2 | |
| Geographic Long-Lived Assets: | ||
| Domestic | $392.8 | $347.0 |
| Foreign (2) | 72.0 | 70.6 |
| $464.8 | $417.6 | |
| (1) | Primarily attributable to Switzerland, Canada and Mexico. |
| (2) | Primarily attributable to Switzerland and Mexico. |
13. Derivative Financial Instruments
The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in interest rates and foreign exchange rates. Derivative financial instruments are recognized on the consolidated balance sheets as either assets or liabilities and are measured at fair value. Changes in the fair values of derivatives are recorded each period in earnings or accumulated other comprehensive income/(loss), depending on whether a derivative is effective as part of a hedged transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income/(loss) are subsequently included in earnings in the periods in which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes.
In fiscal 2023, the Company entered into a three-year U.S. dollar-denominated interest rate swap ( the “Interest Rate Swap”) with a third-party financial counterparty under the Credit Agreement (see Note 10). The Interest Rate Swap was executed to protect the Company from interest rate volatility on our variable-rate Term Loan. The Interest Rate Swap became effective December 30, 2022 and is comprised of a $600.0 notional with a maturity ofthree years. The notional is $100.0 as of September 27, 2025. We receive a variable rate based on one-month Term SOFR and pay a fixed rate of 4.455%. As of September 27, 2025, after giving effect to the Interest Rate Swap, approximately 57% of our debt bears interest at a fixed rate. The notional on the Interest Rate Swap amortizes as follows:
Year 1: $600.0
Year 2: $400.0
Year 3: $100.0
The Interest Rate Swap has been designated as a cash flow hedge of the variability of the first unhedged interest payments (the hedged transactions) paid over the hedging relationship’s specified time period of three years attributable to the borrowing’s contractually specified interest index on the hedged principal of its general borrowing program or replacement or refinancing thereof. The fair value of the Swap has been disclosed in Note 6. The accumulated other comprehensive income derivative component balance, net of taxes, was a $0.1 loss and a $0.2 loss at September 27, 2025 and March 29, 2025, respectively. The gain/loss reclassified from accumulated other comprehensive income/(loss) into earnings will be recorded as interest income/expense on the Interest Rate Swap and will be included in the operating section of the Company’s consolidated statements of cash flows.
On August 12, 2024, the Company entered into a three-year cross currency swap (the “Cross Currency Swap”) with a third-party financial counterparty. The objective of the Cross Currency Swap is to economically hedge the Company’s net investment in its lower-tier European subsidiary, Schaublin, against adverse changes in the Swiss franc/U.S. dollar exchange rate. The Cross Currency Swap is based upon a net investment of CHF 69.4 ($80.0 USD) notional amount with athree-year maturity date. RBC receives a fixed U.S. dollar amount on a month-to-month basis based upon a fixed annual rate of 2.77% of the notional amount. At maturity, RBC will net-settle the principal of the Cross Currency Swap in cash with the counterparty. The fair value of the Cross Currency Swap has been disclosed in Note 6. The accumulated other comprehensive income derivative component balance, net of taxes, was a $6.4 loss and $0.2 loss at September 27, 2025 and March 29, 2025, respectively. The decrease in the fair value of the Cross Currency Swap is primarily due to the weakening of the USD compared to the CHF during the six month period ended September 27, 2025.
14. VACCO Acquisition
On July 18, 2025, the Company acquired the issued and outstanding capital stock of VACCO from ESCO Technologies Inc. for approximately $275.0, subject to certain adjustments. The purchase price was paid with cash, $200.0 of which was drawn down from our Revolving Credit Facility, and the remaining $75.0 was paid from cash on hand. VACCO, which is based in South El Monte, California, is a manufacturer of valves, manifolds, regulators, filters and other precision components and subsystems for space and naval defense applications. This acquisition further broadened our extensive design, engineering and manufacturing capabilities, expanded our product portfolio and added to our strong customer relationships. For federal income tax purposes, the Company made a Section 338(h)(10) election that will result in certain tax benefits in the future. The Company is still evaluating the tax benefits that will be recognized as a result of this election.
Acquisition costs incurred in the three- and six- month periods ended September 27, 2025 totaled $0.9 and $1.0 and were recorded as period expenses and included within other, net within the consolidated statements of operations. The Company accounted for the transaction as a business combination for accounting purposes and will be included within the aerospace/defense segment of the business. The preliminary purchase price allocation is subject to change pending a final valuation of the assets and liabilities acquired. The assets acquired and liabilities assumed were recorded based on their fair values at the date of acquisition as follows:
| Accounts receivable | $11.2 |
|---|---|
| Current contract assets | 16.5 |
| Inventory | 64.0 |
| Prepaid expenses | 2.0 |
| Property, plant and equipment | 40.6 |
| Noncurrent contract assets | 2.5 |
| Goodwill | 109.9 |
| Other intangible assets | 123.1 |
| Other noncurrent assets | 0.7 |
| Accounts payable | (6.9) |
| Current contract liabilities | (38.9) |
| Accrued expenses | (14.9) |
| Non-current contract liabilities | (34.8) |
| Net assets acquired | $275.0 |
The goodwill associated with this acquisition is the result of expected synergies from combining operations of the acquired business with the Company’s operations and intangible assets that do not qualify for separate recognition, such as an assembled workforce.
The fair value of the identifiable intangible assets of $123.1 was determined using the income approach and consists primarily of customer relationships, funded backlog and a trade name. Specifically, a multi-period, excess earnings method was utilized for the customer relationships and funded backlog, and the relief-from-royalty method was utilized for the trade name. The fair value of these intangible assets is being amortized on a straight-line basis between four and 22 years.
15. Subsequent Event
On October 28, 2025, the Credit Agreement was amended to, among other things, (i) extend the expiration date of the Revolving Credit Facility from November 2026 to October 2030, (ii) eliminate the minimum Interest Coverage Ratio Covenant from the Credit Agreement, and (iii) reduce the margin cap within the pricing grid on Term SOFR-based loans under the Revolving Credit Facility from 2.00% to 1.75%.
On September 30, 2025, the Company paid down $40.0 on the Term Loan.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.