Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Oct. 01, 2022 | Nov. 04, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | RBC BEARINGS INCORPORATED | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --04-02 | |
Entity Common Stock, Shares Outstanding | 29,017,346 | |
Amendment Flag | false | |
Entity Central Index Key | 0001324948 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Period End Date | Oct. 01, 2022 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40840 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-4372080 | |
Entity Address, Address Line One | One Tribology Center | |
Entity Address, City or Town | Oxford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06478 | |
City Area Code | (203) | |
Local Phone Number | 267-7001 | |
Entity Interactive Data Current | Yes | |
Common Stock, par value $0.01 per share | ||
Document Information Line Items | ||
Trading Symbol | RBC | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
5.00% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share | ||
Document Information Line Items | ||
Trading Symbol | RBCP | |
Title of 12(b) Security | 5.00% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 01, 2022 | Apr. 02, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 88,495 | $ 182,862 |
Accounts receivable, net of allowance for doubtful accounts of $2,986 as of October 1, 2022 and $2,737 as of April 2, 2022 | 236,527 | 247,487 |
Inventory | 557,801 | 516,140 |
Prepaid expenses and other current assets | 28,708 | 15,748 |
Total current assets | 911,531 | 962,237 |
Property, plant and equipment, net | 378,291 | 386,732 |
Operating lease assets, net | 43,263 | 44,535 |
Goodwill | 1,872,689 | 1,902,104 |
Intangible assets, net | 1,485,016 | 1,511,515 |
Other noncurrent assets | 36,270 | 38,294 |
Total assets | 4,727,060 | 4,845,417 |
Current liabilities: | ||
Accounts payable | 148,870 | 158,606 |
Accrued expenses and other current liabilities | 147,584 | 145,252 |
Current operating lease liabilities | 8,283 | 8,059 |
Current portion of long-term debt | 1,512 | 1,543 |
Total current liabilities | 306,249 | 313,460 |
Long-term debt, less current portion | 1,520,602 | 1,686,798 |
Long-term operating lease liabilities | 35,109 | 36,680 |
Deferred income taxes | 308,956 | 315,463 |
Other noncurrent liabilities | 116,007 | 120,408 |
Total liabilities | 2,286,923 | 2,472,809 |
Stockholders’ equity: | ||
Preferred stock, $.01 par value; authorized shares: 10,000,000 as of October 1, 2022 and April 2, 2022, respectively; issued shares: 4,600,000 as of October 1, 2022 and April 2, 2022, respectively | 46 | 46 |
Common stock, $.01 par value; authorized shares: 60,000,000 as of October 1, 2022 and April 2, 2022, respectively; issued shares: 29,975,914 and 29,807,208 as of October 1, 2022 and April 2, 2022, respectively | 300 | 298 |
Additional paid-in capital | 1,582,455 | 1,564,261 |
Accumulated other comprehensive loss | (20,208) | (5,800) |
Retained earnings | 955,895 | 886,155 |
Treasury stock, at cost, 958,854 shares and 928,322 shares as of October 1, 2022 and April 2, 2022, respectively | (78,351) | (72,352) |
Total stockholders’ equity | 2,440,137 | 2,372,608 |
Total liabilities and stockholders’ equity | $ 4,727,060 | $ 4,845,417 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Oct. 01, 2022 | Apr. 02, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in Dollars) | $ 2,986 | $ 2,737 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 4,600,000 | 4,600,000 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized | 60,000,000 | 60,000,000 |
Common stock, issued | 29,975,914 | 29,807,208 |
Treasury stock, shares | 958,854 | 928,322 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 369,167 | $ 160,900 | $ 723,247 | $ 317,105 |
Cost of sales | 218,020 | 98,436 | 430,948 | 190,868 |
Gross margin | 151,147 | 62,464 | 292,299 | 126,237 |
Operating expenses: | ||||
Selling, general and administrative | 57,519 | 40,223 | 113,347 | 71,435 |
Other, net | 21,611 | 5,667 | 42,465 | 8,915 |
Total operating expenses | 79,130 | 45,890 | 155,812 | 80,350 |
Operating income | 72,017 | 16,574 | 136,487 | 45,887 |
Interest expense, net | 18,332 | 15,770 | 34,131 | 16,089 |
Other non-operating (income)/expense | 184 | (291) | 951 | (756) |
Income before income taxes | 53,501 | 1,095 | 101,405 | 30,554 |
Provision for income taxes | 9,699 | 2,447 | 20,165 | 7,868 |
Net income/(loss) | 43,802 | (1,352) | 81,240 | 22,686 |
Preferred stock dividends | 5,750 | 510 | 11,500 | 510 |
Net income/(loss) available to common stockholders | $ 38,052 | $ (1,862) | $ 69,740 | $ 22,176 |
Net income/(loss) per share available to common stockholders: | ||||
Basic (in Dollars per share) | $ 1.32 | $ (0.07) | $ 2.43 | $ 0.88 |
Diluted (in Dollars per share) | $ 1.31 | $ (0.07) | $ 2.4 | $ 0.87 |
Weighted average common shares: | ||||
Basic (in Shares) | 28,758,403 | 25,500,393 | 28,714,445 | 25,260,728 |
Diluted (in Shares) | 29,093,791 | 25,500,393 | 29,020,403 | 25,632,845 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income/(loss) | $ 43,802 | $ (1,352) | $ 81,240 | $ 22,686 | |
Pension and postretirement liability adjustments, net of taxes | [1] | 535 | 318 | 1,070 | 636 |
Foreign currency translation adjustments | (8,993) | (1,409) | (15,478) | 510 | |
Total comprehensive income/(loss) | $ 35,344 | $ (2,443) | $ 66,832 | $ 23,832 | |
[1]These adjustments were net of tax expense of $148 and $82 for the three-month periods ended October 1, 2022 and October 2, 2021, respectively and $296 and $165 for the six-month periods ended October 1, 2022 and October 2, 2021, respectively. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income/(Loss) | Retained Earnings | Treasury Stock | Total |
Balance at Apr. 03, 2021 | $ 261 | $ 462,616 | $ (10,409) | $ 843,456 | $ (63,826) | $ 1,232,098 | |
Balance (in Shares) at Apr. 03, 2021 | 26,110,320 | (884,701) | |||||
Net income (loss) | 24,038 | 24,038 | |||||
Share-based compensation | 7,182 | 7,182 | |||||
Repurchase of common stock | $ (6,264) | (6,264) | |||||
Repurchase of common stock (in Shares) | (31,572) | ||||||
Exercise of equity awards | $ 2 | 16,679 | 16,681 | ||||
Exercise of equity awards (in Shares) | 135,518 | ||||||
Change in net prior service cost and actuarial losses, net of tax expense | 318 | 318 | |||||
Issuance of restricted stock, net of forfeitures | |||||||
Issuance of restricted stock, net of forfeitures (in Shares) | 91,056 | ||||||
Currency translation adjustments | 1,919 | 1,919 | |||||
Balance at Jul. 03, 2021 | $ 263 | 486,477 | (8,172) | 867,494 | $ (70,090) | 1,275,972 | |
Balance (in Shares) at Jul. 03, 2021 | 26,336,894 | (916,273) | |||||
Balance at Apr. 03, 2021 | $ 261 | 462,616 | (10,409) | 843,456 | $ (63,826) | 1,232,098 | |
Balance (in Shares) at Apr. 03, 2021 | 26,110,320 | (884,701) | |||||
Net income (loss) | 22,686 | ||||||
Balance at Oct. 02, 2021 | $ 298 | $ 46 | 1,554,431 | (9,263) | 865,632 | $ (70,182) | 2,340,962 |
Balance (in Shares) at Oct. 02, 2021 | 29,787,162 | 4,600,000 | (916,679) | ||||
Balance at Jul. 03, 2021 | $ 263 | 486,477 | (8,172) | 867,494 | $ (70,090) | 1,275,972 | |
Balance (in Shares) at Jul. 03, 2021 | 26,336,894 | (916,273) | |||||
Net income (loss) | (1,352) | (1,352) | |||||
Share-based compensation | 16,774 | 16,774 | |||||
Preferred stock issuance, net of issuance costs | $ 46 | 445,407 | 445,453 | ||||
Preferred stock issuance, net of issuance costs (in Shares) | 4,600,000 | ||||||
Common stock issuance, net of issuance costs | $ 35 | 605,642 | 605,677 | ||||
Common stock issuance, net of issuance costs (in Shares) | 3,450,000 | ||||||
Preferred stock dividends | (510) | (510) | |||||
Repurchase of common stock | $ (92) | (92) | |||||
Repurchase of common stock (in Shares) | (406) | ||||||
Exercise of equity awards | 131 | 131 | |||||
Exercise of equity awards (in Shares) | 1,332 | ||||||
Change in net prior service cost and actuarial losses, net of tax expense | 318 | 318 | |||||
Issuance of restricted stock, net of forfeitures | |||||||
Issuance of restricted stock, net of forfeitures (in Shares) | (1,064) | ||||||
Currency translation adjustments | (1,409) | (1,409) | |||||
Balance at Oct. 02, 2021 | $ 298 | $ 46 | 1,554,431 | (9,263) | 865,632 | $ (70,182) | 2,340,962 |
Balance (in Shares) at Oct. 02, 2021 | 29,787,162 | 4,600,000 | (916,679) | ||||
Balance at Apr. 02, 2022 | $ 298 | $ 46 | 1,564,261 | (5,800) | 886,155 | $ (72,352) | 2,372,608 |
Balance (in Shares) at Apr. 02, 2022 | 29,807,208 | 4,600,000 | (928,322) | ||||
Net income (loss) | 37,438 | 37,438 | |||||
Share-based compensation | 3,819 | 3,819 | |||||
Preferred stock dividends | (5,750) | (5,750) | |||||
Repurchase of common stock | $ (5,984) | (5,984) | |||||
Repurchase of common stock (in Shares) | (30,469) | ||||||
Exercise of equity awards | $ 1 | 1,459 | 1,460 | ||||
Exercise of equity awards (in Shares) | 13,713 | ||||||
Change in net prior service cost and actuarial losses, net of tax expense | 535 | 535 | |||||
Issuance of restricted stock, net of forfeitures | |||||||
Issuance of restricted stock, net of forfeitures (in Shares) | 56,955 | ||||||
Currency translation adjustments | (6,485) | (6,485) | |||||
Balance at Jul. 02, 2022 | $ 299 | $ 46 | 1,569,539 | (11,750) | 917,843 | $ (78,336) | 2,397,641 |
Balance (in Shares) at Jul. 02, 2022 | 29,877,876 | 4,600,000 | (958,791) | ||||
Balance at Apr. 02, 2022 | $ 298 | $ 46 | 1,564,261 | (5,800) | 886,155 | $ (72,352) | 2,372,608 |
Balance (in Shares) at Apr. 02, 2022 | 29,807,208 | 4,600,000 | (928,322) | ||||
Net income (loss) | 81,240 | ||||||
Balance at Oct. 01, 2022 | $ 300 | $ 46 | 1,582,455 | (20,208) | 955,895 | $ (78,351) | 2,440,137 |
Balance (in Shares) at Oct. 01, 2022 | 29,975,914 | 4,600,000 | (958,854) | ||||
Balance at Jul. 02, 2022 | $ 299 | $ 46 | 1,569,539 | (11,750) | 917,843 | $ (78,336) | 2,397,641 |
Balance (in Shares) at Jul. 02, 2022 | 29,877,876 | 4,600,000 | (958,791) | ||||
Net income (loss) | 43,802 | 43,802 | |||||
Share-based compensation | 4,354 | 4,354 | |||||
Preferred stock dividends | (5,750) | (5,750) | |||||
Repurchase of common stock | $ (15) | (15) | |||||
Repurchase of common stock (in Shares) | (63) | ||||||
Exercise of equity awards | $ 1 | 8,562 | 8,563 | ||||
Exercise of equity awards (in Shares) | 89,509 | ||||||
Change in net prior service cost and actuarial losses, net of tax expense | 535 | 535 | |||||
Issuance of restricted stock, net of forfeitures | |||||||
Issuance of restricted stock, net of forfeitures (in Shares) | 8,529 | ||||||
Currency translation adjustments | (8,993) | (8,993) | |||||
Balance at Oct. 01, 2022 | $ 300 | $ 46 | $ 1,582,455 | $ (20,208) | $ 955,895 | $ (78,351) | $ 2,440,137 |
Balance (in Shares) at Oct. 01, 2022 | 29,975,914 | 4,600,000 | (958,854) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders’ Equity (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |||
Oct. 01, 2022 | Jul. 02, 2022 | Oct. 02, 2021 | Jul. 03, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Net of tax expense | $ 148 | $ 148 | $ 82 | $ 83 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Oct. 01, 2022 | Oct. 02, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 81,240 | $ 22,686 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 57,068 | 16,857 |
Deferred income taxes | (6,523) | 1,276 |
Amortization of deferred financing costs | 4,338 | 15,682 |
Share-based compensation | 8,173 | 23,955 |
Loss/(gain) on disposition of assets | 85 | 75 |
Consolidation, restructuring, and other noncash charges | 318 | 2,378 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 9,265 | 642 |
Inventory | (45,176) | (7,173) |
Prepaid expenses and other current assets | (12,954) | (12,059) |
Other noncurrent assets | 5,238 | (1,310) |
Accounts payable | (8,664) | 11,248 |
Accrued expenses and other current liabilities | 2,402 | 14,000 |
Other noncurrent liabilities | (6,430) | 5,217 |
Net cash provided by operating activities | 88,380 | 93,474 |
Cash flows from investing activities: | ||
Capital expenditures | (23,076) | (6,882) |
Proceeds from sale of assets | 510 | 10 |
Purchase of marketable securities | (29,982) | |
Proceeds from sale of marketable securities | 120,483 | |
Purchase price adjustments for acquisition of business | 22,966 | |
Net cash (used in)/ provided by investing activities | 400 | 83,629 |
Cash flows from financing activities: | ||
Proceeds received from issuance of common stock | 605,677 | |
Proceeds received from issuance of preferred stock | 445,453 | |
Finance fees paid in connection with credit facilities and term loans | (32,208) | |
Repayments of term loans | (170,000) | (8,866) |
Repayments of notes payable | (240) | (254) |
Principal payments on finance lease obligations | (2,219) | |
Preferred stock dividends paid | (11,500) | |
Exercise of stock options | 10,023 | 16,812 |
Repurchase of common stock | (5,999) | (6,356) |
Net cash provided by/(used in) financing activities | (179,935) | 1,020,258 |
Effect of exchange rate changes on cash | (3,212) | 164 |
Cash and cash equivalents: | ||
Increase/(Decrease) during the period | (94,367) | 1,197,525 |
Cash and cash equivalents, at beginning of period | 182,862 | 151,086 |
Cash and cash equivalents, at end of period | 88,495 | 1,348,611 |
Supplemental disclosures of cash flow information: | ||
Income taxes | 34,881 | 10,777 |
Interest | $ 30,101 | $ 416 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Oct. 01, 2022 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The interim consolidated financial statements included herein have been prepared by RBC Bearings Incorporated, a Delaware corporation (collectively with its subsidiaries, the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim financial statements included with this report have been prepared on a consistent basis with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended April 2, 2022. We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP). As used in this report, the terms “we,” “us,” “our,” “RBC” and the “Company” mean RBC Bearings Incorporated and its subsidiaries, unless the context indicates another meaning. These statements reflect all adjustments, accruals, and estimates, consisting only of items of a normal recurring nature, that are, in the opinion of management, necessary for the fair presentation of the consolidated financial condition and consolidated results of operations for the interim periods presented. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Annual Report on Form 10-K/A. The results of operations for the three- and six-month periods ended October 1, 2022 are not necessarily indicative of the operating results for the entire fiscal year ending April 1, 2023. The three- and six-month periods ended October 1, 2022 and October 2, 2021 each included 13 weeks and 26 weeks, respectively. The amounts shown are in thousands, unless otherwise indicated. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Oct. 01, 2022 | |
Basis of Presentation [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The Company’s significant accounting policies are detailed in “Note 2 - Summary of Significant Accounting Policies” of our Annual Report on Form 10-K/A for the year ended April 2, 2022. Significant changes to our accounting policies as a result of adopting new accounting standards are discussed below. Recent Accounting Standards Adopted Not applicable. Recent Accounting Standards Yet to Be Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform Facilitation of the Effects of Reference Rate Reform on Financial Reporting Other new pronouncements issued but not effective until after April 1, 2023 are not expected to have a material impact on our financial position, results of operations or liquidity. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Oct. 01, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers Disaggregation of Revenue The following table disaggregates total revenue by end market which is how we view our reportable segments (see Note 12): Three Months Ended Six Months Ended October 1, October 2, October 1, October 2, Aerospace/Defense $ 103,548 $ 92,915 $ 202,947 $ 183,280 Industrial 265,619 67,985 520,300 133,825 Total $ 369,167 $ 160,900 $ 723,247 $ 317,105 The following table disaggregates total revenue by geographic origin: Three Months Ended Six Months Ended October 1, October 2, October 1, October 2, United States $ 324,774 $ 144,074 $ 635,404 $ 283,864 International 44,393 16,826 87,843 33,241 Total $ 369,167 $ 160,900 $ 723,247 $ 317,105 The following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over time versus the amount of revenue recognized for performance obligations satisfied at a point in time: Three Months Ended Six Months Ended October 1, October 2, October 1, October 2, Point-in-time 98 % 96 % 98 % 96 % Over time 2 % 4 % 2 % 4 % Total 100 % 100 % 100 % 100 % Remaining Performance Obligations Remaining performance obligations represent the transaction price of orders meeting the definition of a contract for which work has not been performed or has been partially performed and excludes unexercised contract options. The duration of the majority of our contracts, as defined by ASC Topic 606, is less than one year. The Company has elected to apply the practical expedient, which allows companies to exclude remaining performance obligations with an original expected duration of one year or less. The aggregate amount of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one year was approximately $305,457 at October 1, 2022. The Company expects to recognize revenue on approximately 63% and 91% 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) As of October 1, 2022 and April 2, 2022, current contract assets were $4,707 and $3,882, respectively, and included within prepaid expenses and other current assets on the consolidated balance sheets. The increase in contract assets was primarily due to the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations prior to billing partially offset by amounts billed to customers during the period. As of October 1, 2022 and April 2, 2022, the Company did not have any contract assets classified as noncurrent on the consolidated balance sheets. Contract Liabilities (Deferred Revenue) As of October 1, 2022 and April 2, 2022, current contract liabilities were $22,414 and $19,556, 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 advance payments received and the reclassification of a portion of advance payments received from the noncurrent portion of contract liabilities partially offset by revenue recognized on customer contracts. For the three and six months ended October 1, 2022, the Company recognized revenues of $3,606 and $7,474, respectively, that were included in the contract liability balance as of April 2, 2022. For the three and six months ended October 2, 2021, the Company recognized revenues of $2,129 and $6,779, respectively, that were included in the contract liability balance at April 3, 2021. As of October 1, 2022 and April 2, 2022, noncurrent contract liabilities were $9,295 and $10,401, respectively, and included within other noncurrent liabilities on the consolidated balance sheets. The decrease in noncurrent contract liabilities was primarily due to advance payments received 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 $38,829 and $35,234 at October 1, 2022 and April 2, 2022, respectively, and are included within accrued expenses and other current liabilities on the consolidated balance sheets. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Oct. 01, 2022 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 4. Accumulated Other Comprehensive Income (Loss) The components of comprehensive income (loss) that relate to the Company are net income/(loss), foreign currency translation adjustments, and pension plan and postretirement benefits. The following summarizes the activity within each component of accumulated other comprehensive income (loss), net of taxes: Currency Pension and Total Balance at April 2, 2022 $ 860 $ (6,660 ) $ (5,800 ) Other comprehensive income (loss) before reclassifications (15,478 ) — (15,478 ) Amounts recorded in/reclassified from accumulated other comprehensive income (loss) — 1,070 1,070 Net current period other comprehensive income (loss) (15,478 ) 1,070 (14,408 ) Balance at October 1, 2022 $ (14,618 ) $ (5,590 ) $ (20,208 ) |
Net Income_(Loss) Per Share Ava
Net Income/(Loss) Per Share Available to Common Stockholders | 6 Months Ended |
Oct. 01, 2022 | |
Earnings Per Share [Abstract] | |
Net Income/(Loss) Per Share Available to Common Stockholders | 5. Net Income/(Loss) Per Share Available to Common Stockholders Basic net income/(loss) per share available to common stockholders is computed by dividing net income/(loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted net income/(loss) per share available to common stockholders is computed by dividing net income/(loss) available to common stockholders by the sum of the weighted-average number of common shares and dilutive common share equivalents then outstanding using the treasury stock method. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and the conversion of 5.00% Series A Mandatory Convertible Preferred Stock (“MCPS”) to common shares. The MCPS was issued on September 24, 2021. We exclude outstanding stock options, stock awards and the MCPS from the calculations if the effect would be anti-dilutive. The dilutive effect of the MCPS is calculated using the if-converted method. The if-converted method assumes that these securities were converted to shares of common stock at the later of the September 24, 2021 issuance date or the beginning of the reporting period to the extent that the effect is dilutive. If the effect is anti-dilutive, we calculate net income/(loss) per share available to common stockholders by adjusting net income/(loss) in the numerator for the effect of the cumulative MCPS dividends for the respective period. For the three- and six-month periods ended October 1, 2022, the effect of assuming the conversion of the 4,600,000 shares of MCPS into shares of common stock was anti-dilutive, and therefore excluded from the calculation of diluted earnings per share available to common stockholders. Accordingly, net income/(loss) was reduced by cumulative MCPS dividends, as presented in our consolidated statement of operations, for purposes of calculating net income/(loss) available to common stockholders. For the three months ended October 1, 2022, 90,796 employee stock options and 485 restricted shares were excluded from the calculation of diluted earnings per share available to common stockholders. For the six months ended October 1, 2022, 110,692 employee stock options and 9,780 restricted shares were excluded from the calculation of diluted earnings per share available to common stockholders. The inclusion of these employee stock options and restricted shares would have been anti-dilutive. For the three months ended October 2, 2021, no employee stock options or restricted shares were excluded from the calculation of diluted earnings per share available to common stockholders. For the six months ended October 2, 2021, 159,925 employee stock options and no restricted shares were excluded from the calculation of diluted earnings per share available to common stockholders. The inclusion of these employee stock options 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/(loss) per share available to common stockholders. Three Months Ended Six Months Ended October 1, October 2, October 1, October 2, Net income/(loss) $ 43,802 $ (1,352 ) $ 81,240 $ 22,686 Preferred stock dividends 5,750 510 11,500 510 Net income/(loss) available to common stockholders $ 38,052 $ (1,862 ) $ 69,740 $ 22,176 Denominator for basic net income/(loss) per share available to common stockholders — weighted-average shares outstanding 28,758,403 25,500,393 28,714,445 25,260,728 Effect of dilution due to employee stock awards 335,388 — 305,958 372,117 Denominator for diluted net income/(loss) per share available to common stockholders — weighted-average shares outstanding 29,093,791 25,500,393 29,020,403 25,632,845 Basic net income/(loss) per share available to common stockholders $ 1.32 $ (0.07 ) $ 2.43 $ 0.88 Diluted net income/(loss) per share available to common stockholders $ 1.31 $ (0.07 ) $ 2.40 $ 0.87 |
Fair Value
Fair Value | 6 Months Ended |
Oct. 01, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 6. Fair Value Fair value is defined as the price that would be expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB provides accounting rules that classify the inputs used to measure fair value into the following hierarchy: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 – Unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As a result of the occurrence of triggering events such as purchase accounting for acquisitions, the Company does measure certain assets and liabilities based on Level 3 inputs. Financial Instruments: The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, trade accounts payable, short-term borrowings and long-term debt. Due to their short-term nature, the carrying value of cash and cash equivalents, accounts receivable, trade accounts payable, accrued expenses and short-term borrowings are a reasonable estimate of their fair value. Long-term assets held on our balance sheet related to benefit plan obligations are measured at fair value. Due to the nature of fair value calculations for variable-rate debt, the carrying value of the Company’s long-term variable-rate debt is a reasonable estimate of its fair value. The fair value of the Company’s long-term fixed-rate debt, based on quoted market prices, was $421,745 and $463,750 at October 1, 2022 and April 2, 2022, respectively. The carrying value of this debt was $492,822 at October 1, 2022 and $492,396 at April 2, 2022. The fair value of long-term fixed-rate debt was measured using Level 2 inputs. The Company does not believe it has significant concentrations of risk associated with the counterparties to its financial instruments. |
Inventory
Inventory | 6 Months Ended |
Oct. 01, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 7. Inventory Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method, and are summarized below: October 1, 2022 April 2, 2022 Raw materials $ 118,612 $ 112,651 Work in process 128,860 122,983 Finished goods 310,329 280,506 $ 557,801 $ 516,140 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Oct. 01, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets Goodwill Goodwill balances, by segment, consist of the following: Aerospace/ Industrial Total April 2, 2022 $ 194,124 $ 1,707,980 $ 1,902,104 Acquisition (1) — (22,912 ) (22,912 ) Translation adjustments — (6,503 ) (6,503 ) October 1, 2022 $ 194,124 $ 1,678,565 $ 1,872,689 (1) Purchase accounting adjustments to goodwill associated with the acquisition of Dodge discussed further in Note 13. Intangible Assets October 1, 2022 April 2, 2022 Weighted Average Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Product approvals 24 $ 50,878 $ 17,645 $ 50,878 $ 16,680 Customer relationships and lists 24 1,293,729 80,225 1,294,577 53,376 Trade names 25 216,317 19,639 216,340 15,073 Distributor agreements 5 722 722 722 722 Patents and trademarks 16 13,017 6,878 12,342 6,607 Domain names 10 437 437 437 437 Other 5 14,469 3,288 9,720 4,887 1,589,569 128,834 1,585,016 97,782 Non-amortizable repair station certifications n/a 24,281 — 24,281 — Total 24 $ 1,613,850 $ 128,834 $ 1,609,297 $ 97,782 Amortization expense for definite-lived intangible assets during the three-month periods ended October 1, 2022 and October 2, 2021 were $16,755 and $2,825, respectively. Amortization expense for definite-lived intangible assets during the six-month periods ended October 1, 2022 and October 2, 2021 were $34,059 and $5,409, respectively. These amounts are included in other, net on the Company’s consolidated statements of operations. Estimated amortization expense for the remainder of fiscal 2023 and the five succeeding fiscal years and thereafter is as follows: Remainder of Fiscal 2023 $ 34,307 Fiscal 2024 68,040 Fiscal 2025 67,926 Fiscal 2026 66,634 Fiscal 2027 65,591 Fiscal 2028 64,832 Fiscal 2029 and thereafter 1,093,405 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Oct. 01, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities The significant components of accrued expenses and other current liabilities are as follows: October 1, 2022 April 2, 2022 Employee compensation and related benefits $ 35,982 $ 34,697 Taxes 8,447 11,706 Contract liabilities 22,414 19,556 Accrued rebates 38,829 35,234 Workers’ compensation and insurance 1,067 1,144 Acquisition costs 2,487 4,568 Current finance lease liabilities 4,686 3,863 Accrued preferred stock dividends 4,919 4,919 Interest 10,685 10,987 Audit fees 464 599 Legal 925 450 Returns and warranties 8,409 7,889 Other 8,270 9,640 $ 147,584 $ 145,252 |
Debt
Debt | 6 Months Ended |
Oct. 01, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Domestic Credit Facility On November 1, 2021 RBC Bearings Incorporated, our top holding company, and our Roller Bearing Company of America, Inc. subsidiary (“RBCA”) entered into a Credit Agreement (the “New Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer and the other lenders party thereto, and terminated the Company’s prior Credit Agreement, which was entered into with Wells Fargo in 2015 (the “2015 Credit Agreement”). The New Credit Agreement provides the Company with (a) a $1,300,000 term loan facility (the “Term Loan Facility”), which was used to fund a portion of the cash purchase price for the acquisition of Dodge and to pay related fees and expenses, and (b) a $500,000 revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Facilities”). Debt issuance costs associated with the New Credit Agreement totaled $14,947 and will be amortized over the life of the New Credit Agreement. Amounts outstanding under the Facilities generally bear interest at either, at the Company’s option, (a) a base rate determined by reference to the higher of (i) Wells Fargo’s prime lending rate, (ii) the federal funds effective rate plus 1/2 of 1.00% and (iii) the one-month LIBOR rate plus 1.00% or (b) the LIBOR rate plus a specified margin, depending on the type of borrowing being made. The applicable margin is based on the Company’s consolidated ratio of total net debt to consolidated EBITDA from time to time. Currently, the Company’s margin is 0.50% for base rate loans and 1.50% for LIBOR rate loans. The Facilities are subject to a “LIBOR” floor of 0.00% and contain “hard-wired” LIBOR replacement provisions as set forth in the New Credit Agreement. As of October 1, 2022, the Company’s commitment fee rate is 0.20% and the letter of credit fee rate was 1.50%. The Term Loan Facility will mature on November 2, 2026 and amortizes in quarterly installments with the balance payable on the Maturity Date. The Company can elect to prepay some or all of the outstanding balance from time to time without penalty, which will offset future quarterly amortization installments. The required future principal payments on the Term Loan Facility are $0 for the remainder of fiscal 2023, $0 for fiscal 2024, and $0 for fiscal 2025, due to prepayments previously made, and approximately $87,500 for fiscal 2026, and $942,500 for fiscal 2027. The Revolving Credit Facility will mature on November 2, 2026, at which time all amounts outstanding under the Revolving Credit Facility will be payable. The New Credit Agreement requires the Company to comply with various covenants, including the following financial covenants: (a) a maximum Total Net Leverage Ratio of 5.50:1.00, which maximum Total Net Leverage Ratio shall decrease during certain subsequent test periods as set forth in the New Credit Agreement (provided that, no more than once during the term of the Facilities, such maximum ratio applicable at such time may be increased by the Company by 0.50:1.00 for a period of 12 months after the consummation of a material acquisition), and (b) a minimum Interest Coverage Ratio of 2.00:1.00. As of October 1, 2022, the Company was in compliance with all debt covenants. The New Credit Agreement allows the Company to, among other things, make distributions to stockholders, repurchase its stock, incur other debt or liens, or acquire or dispose of assets provided that the Company complies with certain requirements and limitations of the New Credit Agreement. The Company’s domestic subsidiaries have guaranteed the Company’s obligations under the New Credit Agreement, and the Company’s obligations and the domestic subsidiaries’ guaranty are secured by a pledge of substantially all of the domestic assets of the Company and its domestic subsidiaries. As of October 1, 2022, $1,030,000 was outstanding under the Term Loan Facility and approximately $3,675 of the Revolving Credit Facility was being utilized to provide letters of credit to secure the Company’s obligations relating to certain insurance programs, and the Company had the ability to borrow up to an additional $496,325 under the Revolving Credit Facility. Senior Notes On October 7, 2021, RBCA issued $500,000 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 $491,992 after deducting initial purchasers’ discounts and commissions and offering expenses. On November 1, 2021, the Company used the proceeds to fund a portion of the cash purchase price for the acquisition of Dodge. The Senior Notes were issued pursuant to an indenture with Wilmington Trust, National Association, as trustee (the “Indenture”). The Indenture contains covenants limiting the ability of the Company to (i) incur additional indebtedness or guarantee indebtedness, (ii) declare or pay dividends, redeem stock or make other distributions to stockholders, (iii) make investments, (iv) create liens or use assets as security in other transactions, (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of its assets, (vi) enter into transactions with affiliates, and (vii) sell or transfer certain assets. These covenants contain various exceptions, limitations and qualifications. At any time that the Senior Notes are rated investment grade, certain of these covenants will be suspended. The Senior Notes are guaranteed jointly and severally on a senior unsecured basis by RBC Bearings and certain of RBCA’s existing and future wholly owned domestic subsidiaries that also guarantee the New Credit Agreement. Interest on the Senior Notes accrues at a rate of 4.375% and is payable semi–annually in cash in arrears on April 15 and October 15 of each year. The Senior Notes will mature on October 15, 2029. The Company may redeem some or all of the Senior Notes at any time on or after October 15, 2024 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may also redeem up to 40% of the Senior Notes using the proceeds of certain equity offerings completed before October 15, 2024, at a redemption price equal to 104.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to October 15, 2024, the Company may redeem some or all of the Senior Notes at a price equal to 100% of the principal amount, plus a “make–whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company sells certain of its assets or experiences specific kinds of changes in control, the Company must offer to purchase the Senior Notes. Foreign Term Loan and Revolving Credit Facility On August 15, 2019, one of our foreign subsidiaries, Schaublin SA (“Schaublin”), entered into two separate credit agreements (the “Foreign Credit Agreements”) with Credit Suisse (Switzerland) Ltd. to (i) finance the acquisition of Swiss Tool, and (ii) provide future working capital. The Foreign Credit Agreements provided Schaublin with a CHF 15,000 (approximately $15,383) term loan (the “Foreign Term Loan”), which was extinguished in February 2022 and a CHF 15,000 (approximately $15,383) revolving credit facility (the “Foreign Revolver”), which was terminated as of October 1, 2022. A summary of the Company’s debt is presented in the table below: October 1, 2022 April 2, 2022 Revolver and term loan facilities $ 1,030,000 $ 1,200,000 Senior notes 500,000 500,000 Debt issuance costs (16,557 ) (20,895 ) Other 8,671 9,236 Total debt 1,522,114 1,688,341 Less: current portion 1,512 1,543 Long-term debt $ 1,520,602 $ 1,686,798 |
Income Taxes
Income Taxes | 6 Months Ended |
Oct. 01, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company files income tax returns in numerous U.S. and foreign jurisdictions, with returns subject to examination for varying periods, but generally back to and including the year ending March 30, 2019, although certain tax credits generated in earlier years are open under statute from March 29, 2008. The Company is no longer subject to U.S. federal tax examination by the Internal Revenue Service for years ending before March 30, 2019. The effective income tax rates for the three-month periods ended October 1, 2022 and October 2, 2021, were 18.1% and 223.5%, respectively. In addition to discrete items, the effective income tax rates for these periods are different from the U.S. statutory rates due to the foreign-derived intangible income provision and U.S. credit for increasing research activities, which decrease the rate, and state income taxes, foreign income taxes, and nondeductible stock-based compensation, that increase the rate. The effective income tax rate for the three-month period ended October 1, 2022 of 18.1% includes $2,372 of tax benefits associated with share-based compensation and $174 of other items. The effective income tax rate without discrete items for the three-month period ended October 1, 2022 would have been 22.9%. The effective income tax rate for the three-month period ended October 2, 2021 of 223.5% includes $91 of tax benefits associated with share-based compensation offset by the establishment of a $1,853 valuation allowance for capital loss carryforwards we do not expect to recognize and $100 of other items. The effective income tax rate without discrete items for the three-month period ended October 2, 2021 would have been 53.5%. The 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 varying 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 $3,068. Income tax expense for the six-month period ended October 1, 2022 was $20,165 compared to $7,868 for the six-month period ended October 2, 2021. Our effective income tax rate for the six-month period ended October 1, 2022 was 19.9% compared to 25.8% for the six-month period ended October 2, 2021. The effective income tax rate for the six-month period ended October 1, 2022 of 19.9% includes $2,971 of tax benefits associated with share-based compensation partially offset by $187 of other items. The effective income tax rate without these benefits and other items for the six-month period ended October 1, 2022 would have been 23.0%. The effective income tax rate for the six-month period ended October 2, 2021 of 25.8% includes $2,231 of tax benefits associated with share-based compensation offset by the establishment of a $1,853 valuation allowance for capital loss carryforwards we don’t expect to recognize and $60 of other items. The effective income tax rate without these benefits and other items for the six-month period ended October 2, 2021 would have been 27.2%. |
Reportable Segments
Reportable Segments | 6 Months Ended |
Oct. 01, 2022 | |
Reportable Segments [Abstract] | |
Reportable Segments | 12. Reportable Segments The Company operates through operating segments and reports its financial results based on how its chief operating decision maker makes operating decisions, assesses the performance of the business, and allocates resources. These reportable operating segments are Aerospace/Defense and Industrial and are described below. Aerospace/Defense. Industrial. Segment performance is evaluated based on segment net sales and gross margin. Items not allocated to segment operating income include corporate administrative expenses and certain other amounts. Identifiable assets by reportable segment consist of those directly identified with the segment’s operations. Three Months Ended Six Months Ended October 1, October 2, October 1, October 2, Net External Sales Aerospace/Defense $ 103,548 $ 92,915 $ 202,947 $ 183,280 Industrial 265,619 67,985 520,300 133,825 $ 369,167 $ 160,900 $ 723,247 $ 317,105 Gross Margin Aerospace/Defense $ 41,033 $ 36,580 $ 79,633 $ 75,212 Industrial 110,114 25,884 212,666 51,025 $ 151,147 $ 62,464 $ 292,299 $ 126,237 Selling, General & Administrative Expenses Aerospace/Defense $ 7,472 $ 7,287 $ 14,940 $ 14,535 Industrial 30,101 5,918 60,073 11,665 Corporate 19,946 27,018 38,334 45,235 $ 57,519 $ 40,223 $ 113,347 $ 71,435 Operating Income Aerospace/Defense $ 31,480 $ 26,521 $ 60,984 $ 56,111 Industrial 60,050 19,813 113,345 39,199 Corporate (19,513 ) (29,760 ) (37,842 ) (49,423 ) $ 72,017 $ 16,574 $ 136,487 $ 45,887 October 1, April 2, Total Assets Aerospace/Defense $ 789,204 $ 776,505 Industrial 3,824,386 3,920,957 Corporate 113,470 147,955 $ 4,727,060 $ 4,845,417 |
Dodge Acquisition
Dodge Acquisition | 6 Months Ended |
Oct. 01, 2022 | |
Dodge Acquisition Abstract | |
Dodge Acquisition | 13. Dodge Acquisition On November 1, 2021, the Company completed the acquisition of Dodge for approximately $2,908,241, net of cash acquired and subject to certain adjustments. The purchase price was paid with (i) $1,285,761 of borrowing under the Term Loan Facility, net of issuance costs, (ii) $1,050,811 of net proceeds from common stock and MCPS offerings, (iii) $494,200 of net proceeds from the Senior Notes offering, and (iv) approximately $77,469 of cash on hand. Since the close of the transaction, purchase price adjustments totaling $22,966 have been recorded. In the acquisition, the Company purchased 100% of the capital stock of certain entities, including Dodge Mechanical Power Transmission Company Inc. (now known as Dodge Industrial, Inc.), and certain other assets relating to ABB Asea Brown Boveri Ltd.’s mechanical power transmission business. With offices in Greenville, South Carolina, Dodge is a leading manufacturer of mounted bearings, gearings and mechanical products with market-leading brand recognition. Dodge manufactures a complete line of mounted bearings, enclosed gearing and power transmission components across a diverse set of industrial end markets. Dodge primarily operates across the construction and mining aftermarket, and the food & beverage, warehousing and general machinery verticals, with sales predominately in the Americas. Acquisition costs incurred for the fiscal year ended April 2, 2022 totaled $22,598 and were recorded as period expenses and included within other, net within the consolidated statements of operations. Remaining acquisition-related costs incurred for the three and six months ended October 1, 2022 were immaterial. This acquisition was accounted for as a purchase transaction. The purchase price allocation will be completed during the third quarter of fiscal 2023 as we finalize the impact from taxes and other minor items. The assets acquired and liabilities assumed were recorded based on their fair values at the date of acquisition as follows: November 1, Cash and cash equivalents $ 81,868 Accounts receivable 83,533 Inventory 136,376 Prepaid expenses and other current assets 1,261 Property, plant and equipment 165,109 Operating lease assets 9,768 Goodwill 1,601,881 Other intangible assets 1,385,082 Other noncurrent assets 3,672 Accounts payable (69,757 ) Accrued rebates (30,184 ) Accrued expenses and other current liabilities (44,766 ) Deferred tax liabilities (299,711 ) Other noncurrent liabilities (56,989 ) Net assets acquired 2,967,143 Less cash received 81,868 Net consideration $ 2,885,275 The goodwill associated with this acquisition is the result of expected synergies from combining the operations of the acquired business with the Company's operations, and intangible assets that do not qualify for separate recognition, such as an assembled workforce. $44,941 of the acquired goodwill is deductible for tax purposes. The fair value of the identifiable intangible assets of $1,385,082, consisting primarily of customer relationships and trade names, was determined using the income approach. Specifically, a multi-period, excess earnings method was utilized for the customer relationships and the relief-from-royalty method was utilized for the trade name. The fair value of the customer relationships, $1,185,000, is being amortized based on the economic pattern of benefit over a period of 24 years; the fair value of the trade names, $200,000, is being amortized on a straight-line basis over a 26-year term. These amortization periods represent the estimated useful lives of the assets. The results of operations for Dodge have been included in the Company’s financial statements for the period subsequent to the completion of the acquisition on November 1, 2021. Dodge contributed $192,267 of revenue and $38,152 of operating income for the three months ended October 1, 2022. Dodge contributed $369,740 of revenue and $68,646 of operating income for the six months ended October 1, 2022. Upon closing, the Company entered into a transition services agreement ("TSA") with ABB, pursuant to which ABB agreed to support the information technology, human resources and benefits, finance, tax and treasury functions of the Dodge business for six to 12 months. Substantially all services terminated on November 1, 2022. Costs associated with the TSA were $3,999 and $7,704 for the three and six months ended October 1, 2022, respectively, and are included in other, net on the Company’s consolidated statement of operations. Since the purchase of the Dodge business on November 1, 2021, costs associated with the TSA were $15,707 through October 1, 2022. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Oct. 01, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On October 28, 2022, the Company entered into a three-year USD-denominated interest rate swap (“the Swap”) from a third-party financial counterparty under the New Credit Agreement (see Note 10). The Swap was executed to protect the Company from interest rate volatility on our variable-rate Term Loan Facility. The Swap has an effective date of December 30, 2022 and is comprised of a $600,000 notional with a maturity of three years. RBC will receive a variable rate based on one-month USD-SOFR CME Term and will pay a fixed rate of 4.455%. The notional on the Swap will amortize as follows: Year 1: $600,000 Year 2: $400,000 Year 3: $100,000 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Oct. 01, 2022 | |
Basis of Presentation [Abstract] | |
Recent Accounting Standards Adopted | Recent Accounting Standards Adopted Not applicable. |
Recent Accounting Standards Yet to Be Adopted | Recent Accounting Standards Yet to Be Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform Facilitation of the Effects of Reference Rate Reform on Financial Reporting Other new pronouncements issued but not effective until after April 1, 2023 are not expected to have a material impact on our financial position, results of operations or liquidity. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Oct. 01, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregates total revenue by reportable segments | Three Months Ended Six Months Ended October 1, October 2, October 1, October 2, Aerospace/Defense $ 103,548 $ 92,915 $ 202,947 $ 183,280 Industrial 265,619 67,985 520,300 133,825 Total $ 369,167 $ 160,900 $ 723,247 $ 317,105 |
Schedule of disaggregates total revenue by geographic origin | Three Months Ended Six Months Ended October 1, October 2, October 1, October 2, United States $ 324,774 $ 144,074 $ 635,404 $ 283,864 International 44,393 16,826 87,843 33,241 Total $ 369,167 $ 160,900 $ 723,247 $ 317,105 |
Schedule of percentage of revenue recognized for performance obligations satisfied over time versus the amount of revenue recognized | Three Months Ended Six Months Ended October 1, October 2, October 1, October 2, Point-in-time 98 % 96 % 98 % 96 % Over time 2 % 4 % 2 % 4 % Total 100 % 100 % 100 % 100 % |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Oct. 01, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of accumulated other comprehensive income (loss), net of taxes | Currency Pension and Total Balance at April 2, 2022 $ 860 $ (6,660 ) $ (5,800 ) Other comprehensive income (loss) before reclassifications (15,478 ) — (15,478 ) Amounts recorded in/reclassified from accumulated other comprehensive income (loss) — 1,070 1,070 Net current period other comprehensive income (loss) (15,478 ) 1,070 (14,408 ) Balance at October 1, 2022 $ (14,618 ) $ (5,590 ) $ (20,208 ) |
Net Income_(Loss) Per Share A_2
Net Income/(Loss) Per Share Available to Common Stockholders (Tables) | 6 Months Ended |
Oct. 01, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income per common share | Three Months Ended Six Months Ended October 1, October 2, October 1, October 2, Net income/(loss) $ 43,802 $ (1,352 ) $ 81,240 $ 22,686 Preferred stock dividends 5,750 510 11,500 510 Net income/(loss) available to common stockholders $ 38,052 $ (1,862 ) $ 69,740 $ 22,176 Denominator for basic net income/(loss) per share available to common stockholders — weighted-average shares outstanding 28,758,403 25,500,393 28,714,445 25,260,728 Effect of dilution due to employee stock awards 335,388 — 305,958 372,117 Denominator for diluted net income/(loss) per share available to common stockholders — weighted-average shares outstanding 29,093,791 25,500,393 29,020,403 25,632,845 Basic net income/(loss) per share available to common stockholders $ 1.32 $ (0.07 ) $ 2.43 $ 0.88 Diluted net income/(loss) per share available to common stockholders $ 1.31 $ (0.07 ) $ 2.40 $ 0.87 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Oct. 01, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | October 1, 2022 April 2, 2022 Raw materials $ 118,612 $ 112,651 Work in process 128,860 122,983 Finished goods 310,329 280,506 $ 557,801 $ 516,140 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Oct. 01, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill balances, by segment | Aerospace/ Industrial Total April 2, 2022 $ 194,124 $ 1,707,980 $ 1,902,104 Acquisition (1) — (22,912 ) (22,912 ) Translation adjustments — (6,503 ) (6,503 ) October 1, 2022 $ 194,124 $ 1,678,565 $ 1,872,689 (1) Purchase accounting adjustments to goodwill associated with the acquisition of Dodge discussed further in Note 13. |
Schedule of intangible assets | October 1, 2022 April 2, 2022 Weighted Average Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Product approvals 24 $ 50,878 $ 17,645 $ 50,878 $ 16,680 Customer relationships and lists 24 1,293,729 80,225 1,294,577 53,376 Trade names 25 216,317 19,639 216,340 15,073 Distributor agreements 5 722 722 722 722 Patents and trademarks 16 13,017 6,878 12,342 6,607 Domain names 10 437 437 437 437 Other 5 14,469 3,288 9,720 4,887 1,589,569 128,834 1,585,016 97,782 Non-amortizable repair station certifications n/a 24,281 — 24,281 — Total 24 $ 1,613,850 $ 128,834 $ 1,609,297 $ 97,782 |
Schedule of estimated amortization expense | Remainder of Fiscal 2023 $ 34,307 Fiscal 2024 68,040 Fiscal 2025 67,926 Fiscal 2026 66,634 Fiscal 2027 65,591 Fiscal 2028 64,832 Fiscal 2029 and thereafter 1,093,405 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Oct. 01, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of accrued expenses and other current liabilities | October 1, 2022 April 2, 2022 Employee compensation and related benefits $ 35,982 $ 34,697 Taxes 8,447 11,706 Contract liabilities 22,414 19,556 Accrued rebates 38,829 35,234 Workers’ compensation and insurance 1,067 1,144 Acquisition costs 2,487 4,568 Current finance lease liabilities 4,686 3,863 Accrued preferred stock dividends 4,919 4,919 Interest 10,685 10,987 Audit fees 464 599 Legal 925 450 Returns and warranties 8,409 7,889 Other 8,270 9,640 $ 147,584 $ 145,252 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Oct. 01, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of balances payable under all borrowing facilities | October 1, 2022 April 2, 2022 Revolver and term loan facilities $ 1,030,000 $ 1,200,000 Senior notes 500,000 500,000 Debt issuance costs (16,557 ) (20,895 ) Other 8,671 9,236 Total debt 1,522,114 1,688,341 Less: current portion 1,512 1,543 Long-term debt $ 1,520,602 $ 1,686,798 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 6 Months Ended |
Oct. 01, 2022 | |
Reportable Segments [Abstract] | |
Schedule of reportable segment | Three Months Ended Six Months Ended October 1, October 2, October 1, October 2, Net External Sales Aerospace/Defense $ 103,548 $ 92,915 $ 202,947 $ 183,280 Industrial 265,619 67,985 520,300 133,825 $ 369,167 $ 160,900 $ 723,247 $ 317,105 Gross Margin Aerospace/Defense $ 41,033 $ 36,580 $ 79,633 $ 75,212 Industrial 110,114 25,884 212,666 51,025 $ 151,147 $ 62,464 $ 292,299 $ 126,237 Selling, General & Administrative Expenses Aerospace/Defense $ 7,472 $ 7,287 $ 14,940 $ 14,535 Industrial 30,101 5,918 60,073 11,665 Corporate 19,946 27,018 38,334 45,235 $ 57,519 $ 40,223 $ 113,347 $ 71,435 Operating Income Aerospace/Defense $ 31,480 $ 26,521 $ 60,984 $ 56,111 Industrial 60,050 19,813 113,345 39,199 Corporate (19,513 ) (29,760 ) (37,842 ) (49,423 ) $ 72,017 $ 16,574 $ 136,487 $ 45,887 October 1, April 2, Total Assets Aerospace/Defense $ 789,204 $ 776,505 Industrial 3,824,386 3,920,957 Corporate 113,470 147,955 $ 4,727,060 $ 4,845,417 |
Dodge Acquisition (Tables)
Dodge Acquisition (Tables) | 6 Months Ended |
Oct. 01, 2022 | |
Dodge Acquisition Abstract | |
Schedule of assets acquired and liabilities assumed were recorded based on their fair values at the date of acquisition | November 1, Cash and cash equivalents $ 81,868 Accounts receivable 83,533 Inventory 136,376 Prepaid expenses and other current assets 1,261 Property, plant and equipment 165,109 Operating lease assets 9,768 Goodwill 1,601,881 Other intangible assets 1,385,082 Other noncurrent assets 3,672 Accounts payable (69,757 ) Accrued rebates (30,184 ) Accrued expenses and other current liabilities (44,766 ) Deferred tax liabilities (299,711 ) Other noncurrent liabilities (56,989 ) Net assets acquired 2,967,143 Less cash received 81,868 Net consideration $ 2,885,275 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Oct. 01, 2022 | Oct. 01, 2021 | Oct. 01, 2022 | Oct. 01, 2021 | Apr. 02, 2022 | Nov. 01, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||||
Aggregate amount of the transaction price allocated to remaining performance obligations | $ 305,457 | $ 305,457 | ||||
Performance obligations expected to be satisfied in the future | The Company expects to recognize revenue on approximately 63% and 91% of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter. | |||||
Current contract assets | 4,707 | $ 4,707 | $ 3,882 | |||
Current contract liabilities | 22,414 | 22,414 | 19,556 | |||
Revenue recognized included in the contract liability | 3,606 | $ 2,129 | 7,474 | $ 6,779 | ||
Noncurrent contract liabilities | 9,295 | 9,295 | 10,401 | |||
Accrued rebates | $ 38,829 | $ 38,829 | $ 35,234 | $ 30,184 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - Schedule of disaggregates total revenue by reportable segments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 369,167 | $ 160,900 | $ 723,247 | $ 317,105 |
Aerospace/Defense [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | 103,548 | 92,915 | 202,947 | 183,280 |
Industrial [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 265,619 | $ 67,985 | $ 520,300 | $ 133,825 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers (Details) - Schedule of disaggregates total revenue by geographic origin - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 369,167 | $ 160,900 | $ 723,247 | $ 317,105 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 324,774 | 144,074 | 635,404 | 283,864 |
International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 44,393 | $ 16,826 | $ 87,843 | $ 33,241 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers (Details) - Schedule of percentage of revenue recognized for performance obligations satisfied over time versus the amount of revenue recognized | 3 Months Ended | 6 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Percentage of revenue | 100% | 100% | 100% | 100% |
Point-in-time [Member] | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Percentage of revenue | 98% | 96% | 98% | 96% |
Over time [Member] | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Percentage of revenue | 2% | 4% | 2% | 4% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - Schedule of accumulated other comprehensive income (loss), net of taxes $ in Thousands | 6 Months Ended |
Oct. 01, 2022 USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | $ (5,800) |
Other comprehensive income (loss) before reclassifications | (15,478) |
Amounts recorded in/reclassified from accumulated other comprehensive income (loss) | 1,070 |
Net current period other comprehensive income (loss) | (14,408) |
Ending balance | (20,208) |
Currency Translation [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | 860 |
Other comprehensive income (loss) before reclassifications | (15,478) |
Amounts recorded in/reclassified from accumulated other comprehensive income (loss) | |
Net current period other comprehensive income (loss) | (15,478) |
Ending balance | (14,618) |
Pension and Postretirement Liability [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (6,660) |
Other comprehensive income (loss) before reclassifications | |
Amounts recorded in/reclassified from accumulated other comprehensive income (loss) | 1,070 |
Net current period other comprehensive income (loss) | 1,070 |
Ending balance | $ (5,590) |
Net Income_(Loss) Per Share A_3
Net Income/(Loss) Per Share Available to Common Stockholders (Details) - shares | 3 Months Ended | 6 Months Ended | |
Oct. 01, 2022 | Oct. 01, 2022 | Oct. 02, 2021 | |
Net Income/(Loss) Per Share Available to Common Stockholders (Details) [Line Items] | |||
Conversion percentage | 5% | ||
Conversion, shares | 4,600,000 | ||
Employee Stock Options [Member] | |||
Net Income/(Loss) Per Share Available to Common Stockholders (Details) [Line Items] | |||
Number of shares | 90,796 | 110,692 | 159,925 |
Restricted Stock [Member] | |||
Net Income/(Loss) Per Share Available to Common Stockholders (Details) [Line Items] | |||
Number of shares | 485 | 9,780 |
Net Income_(Loss) Per Share A_4
Net Income/(Loss) Per Share Available to Common Stockholders (Details) - Schedule of basic and diluted net income per common share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Schedule Of Basic And Diluted Net Income Per Common Share Abstract | ||||
Net income/(loss) | $ 43,802 | $ (1,352) | $ 81,240 | $ 22,686 |
Preferred stock dividends | 5,750 | 510 | 11,500 | 510 |
Net income/(loss) available to common stockholders | $ 38,052 | $ (1,862) | $ 69,740 | $ 22,176 |
Denominator for basic net income/(loss) per share available to common stockholders — weighted-average shares outstanding | 28,758,403 | 25,500,393 | 28,714,445 | 25,260,728 |
Effect of dilution due to employee stock awards | 335,388 | 305,958 | 372,117 | |
Denominator for diluted net income/(loss) per share available to common stockholders — weighted-average shares outstanding | 29,093,791 | 25,500,393 | 29,020,403 | 25,632,845 |
Basic net income/(loss) per share available to common stockholders | $ 1.32 | $ (0.07) | $ 2.43 | $ 0.88 |
Diluted net income/(loss) per share available to common stockholders | $ 1.31 | $ (0.07) | $ 2.4 | $ 0.87 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Oct. 01, 2022 | Apr. 02, 2022 |
Fair Value Disclosures [Abstract] | ||
Long-term fixed-rate debt, based on quoted market prices | $ 421,745 | $ 463,750 |
Carrying value of debt amount | $ 492,822 | $ 492,396 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - USD ($) $ in Thousands | Oct. 01, 2022 | Apr. 02, 2022 |
Schedule Of Inventory Abstract | ||
Raw materials | $ 118,612 | $ 112,651 |
Work in process | 128,860 | 122,983 |
Finished goods | 310,329 | 280,506 |
Inventory, Net, Total | $ 557,801 | $ 516,140 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 16,755 | $ 2,825 | $ 34,059 | $ 5,409 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of goodwill balances, by segment $ in Thousands | 6 Months Ended | |
Oct. 01, 2022 USD ($) | ||
Goodwill [Line Items] | ||
Balance at beginning | $ 1,902,104 | |
Acquisition | (22,912) | [1] |
Translation adjustments | (6,503) | |
Balance at end | 1,872,689 | |
Aerospace/ Defense [Member] | ||
Goodwill [Line Items] | ||
Balance at beginning | 194,124 | |
Acquisition | [1] | |
Translation adjustments | ||
Balance at end | 194,124 | |
Industrial [Member] | ||
Goodwill [Line Items] | ||
Balance at beginning | 1,707,980 | |
Acquisition | (22,912) | [1] |
Translation adjustments | (6,503) | |
Balance at end | $ 1,678,565 | |
[1]Purchase accounting adjustments to goodwill associated with the acquisition of Dodge discussed further in Note 13. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 6 Months Ended | |
Oct. 01, 2022 | Apr. 02, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,589,569 | $ 1,585,016 |
Accumulated Amortization | $ 128,834 | 97,782 |
Non-amortizable repair station certifications, Weighted Average Useful Lives | n/a | |
Non-amortizable repair station certifications, Gross Carrying Amount | $ 24,281 | 24,281 |
Total, Weighted Average Useful Lives | 24 years | |
Total, Gross Carrying Amount | $ 1,613,850 | 1,609,297 |
Total, Accumulated Amortization | $ 128,834 | 97,782 |
Product Approvals [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 24 years | |
Gross Carrying Amount | $ 50,878 | 50,878 |
Accumulated Amortization | $ 17,645 | 16,680 |
Customer Relationships and Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 24 years | |
Gross Carrying Amount | $ 1,293,729 | 1,294,577 |
Accumulated Amortization | $ 80,225 | 53,376 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 25 years | |
Gross Carrying Amount | $ 216,317 | 216,340 |
Accumulated Amortization | $ 19,639 | 15,073 |
Distributor Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 5 years | |
Gross Carrying Amount | $ 722 | 722 |
Accumulated Amortization | $ 722 | 722 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 16 years | |
Gross Carrying Amount | $ 13,017 | 12,342 |
Accumulated Amortization | $ 6,878 | 6,607 |
Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 10 years | |
Gross Carrying Amount | $ 437 | 437 |
Accumulated Amortization | $ 437 | 437 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 5 years | |
Gross Carrying Amount | $ 14,469 | 9,720 |
Accumulated Amortization | $ 3,288 | $ 4,887 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details) - Schedule of estimated amortization expense $ in Thousands | Oct. 01, 2022 USD ($) |
Schedule Of Estimated Amortization Expense Abstract | |
Remainder of Fiscal 2023 | $ 34,307 |
Fiscal 2024 | 68,040 |
Fiscal 2025 | 67,926 |
Fiscal 2026 | 66,634 |
Fiscal 2027 | 65,591 |
Fiscal 2028 | 64,832 |
Fiscal 2029 and thereafter | $ 1,093,405 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Oct. 01, 2022 | Apr. 02, 2022 | Nov. 01, 2021 | |
Schedule Of Accrued Expenses And Other Current Liabilities Abstract | |||
Employee compensation and related benefits | $ 35,982 | $ 34,697 | |
Taxes | 8,447 | 11,706 | |
Contract liabilities | 22,414 | 19,556 | |
Accrued rebates | 38,829 | 35,234 | $ 30,184 |
Workers’ compensation and insurance | 1,067 | 1,144 | |
Acquisition costs | 2,487 | 4,568 | |
Current finance lease liabilities | 4,686 | 3,863 | |
Accrued preferred stock dividends | 4,919 | 4,919 | |
Interest | 10,685 | 10,987 | |
Audit fees | 464 | 599 | |
Legal | 925 | 450 | |
Returns and warranties | 8,409 | 7,889 | |
Other | 8,270 | 9,640 | |
Accrued expenses and other current liabilities | $ 147,584 | $ 145,252 |
Debt (Details)
Debt (Details) SFr in Thousands, $ in Thousands | 6 Months Ended | ||||
Oct. 07, 2021 USD ($) | Oct. 01, 2022 USD ($) | Nov. 01, 2021 USD ($) | Aug. 15, 2019 USD ($) | Aug. 15, 2019 CHF (SFr) | |
Debt Instrument [Line Items] | |||||
Commitment fee rate | 0.20% | ||||
Credit fee rate | 1.50% | ||||
Future principal payments for fiscal 2023 | $ 0 | ||||
Future principal payments for fiscal 2024 | 0 | ||||
Future principal payments for fiscal 2025 | 0 | ||||
Future principal payments for fiscal 2026 | 87,500 | ||||
Future principal payments for fiscal 2027 | 942,500 | ||||
Line of credit facility | 1,030,000 | ||||
Revolving credit facility | $ 496,325 | ||||
Aggregate principal amount | $ 500,000 | ||||
Principal amount percentage | 4.375% | ||||
Net proceeds from issuance of senior notes | $ 491,992 | ||||
Interest rate | 4.375% | ||||
Term Loan Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Term loan | $ 1,300,000 | ||||
Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, description of variable rate basis | Amounts outstanding under the Facilities generally bear interest at either, at the Company’s option, (a) a base rate determined by reference to the higher of (i) Wells Fargo’s prime lending rate, (ii) the federal funds effective rate plus 1/2 of 1.00% and (iii) the one-month LIBOR rate plus 1.00% or (b) the LIBOR rate plus a specified margin, depending on the type of borrowing being made. The applicable margin is based on the Company’s consolidated ratio of total net debt to consolidated EBITDA from time to time. Currently, the Company’s margin is 0.50% for base rate loans and 1.50% for LIBOR rate loans. The Facilities are subject to a “LIBOR” floor of 0.00% and contain “hard-wired” LIBOR replacement provisions as set forth in the New Credit Agreement. | ||||
Revolving credit facility | $ 3,675 | ||||
Foreign Term Loan [Member] | Schaublin [Member] | |||||
Debt Instrument [Line Items] | |||||
Term loan | $ 15,383 | SFr 15,000 | |||
Foreign Revolver [Member] | Schaublin [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility | $ 15,383 | SFr 15,000 | |||
Amended Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs | 14,947 | ||||
Amended Credit Agreement [Member] | Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility | $ 500,000 | ||||
Foreign credit agreements [Member] | Schaublin [Member] | |||||
Debt Instrument [Line Items] | |||||
Foreign credit agreements, description | The New Credit Agreement requires the Company to comply with various covenants, including the following financial covenants: (a) a maximum Total Net Leverage Ratio of 5.50:1.00, which maximum Total Net Leverage Ratio shall decrease during certain subsequent test periods as set forth in the New Credit Agreement (provided that, no more than once during the term of the Facilities, such maximum ratio applicable at such time may be increased by the Company by 0.50:1.00 for a period of 12 months after the consummation of a material acquisition), and (b) a minimum Interest Coverage Ratio of 2.00:1.00. |
Debt (Details) - Schedule of ba
Debt (Details) - Schedule of balances payable under all borrowing facilities - USD ($) $ in Thousands | Oct. 01, 2022 | Apr. 02, 2022 |
Schedule Of Balances Payable Under All Borrowing Facilities Abstract | ||
Revolver and term loan facilities | $ 1,030,000 | $ 1,200,000 |
Senior notes | 500,000 | 500,000 |
Debt issuance costs | (16,557) | (20,895) |
Other | 8,671 | 9,236 |
Total debt | 1,522,114 | 1,688,341 |
Less: current portion | 1,512 | 1,543 |
Long-term debt | $ 1,520,602 | $ 1,686,798 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Income Taxes (Details) [Line Items] | ||||
Effective income tax rates | 18.10% | 223.50% | 19.90% | 25.80% |
Tax benefit share based compensation | $ 2,372 | $ 91 | $ 2,971 | $ 2,231 |
Recognized tax positions | $ 174 | $ 100 | ||
Effective income tax rate without discrete items | 22.90% | 53.50% | 19.90% | 27.20% |
Valuation allowance | $ 1,853 | $ 1,853 | ||
Unrecognized tax positions | $ 3,068 | $ 3,068 | ||
Income Tax Expense (Benefit) | $ 9,699 | $ 2,447 | 20,165 | 7,868 |
Recognized tax positions partially offset | $ 187 | $ 60 | ||
U.S. Federal Tax Authority [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Effective income tax rates | 18.10% | 223.50% | ||
Effective income tax [Member} | ||||
Income Taxes (Details) [Line Items] | ||||
Effective income tax rates | 25.80% | |||
Effective income tax rate without discrete items | 23% |
Reportable Segments (Details) -
Reportable Segments (Details) - Schedule of reportable segment - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | Apr. 02, 2022 | |
Net External Sales | |||||
Net External Sales | $ 369,167 | $ 160,900 | $ 723,247 | $ 317,105 | |
Gross Margin | |||||
Gross Margin | 151,147 | 62,464 | 292,299 | 126,237 | |
Operating Income | |||||
Operating Income | 72,017 | 16,574 | 136,487 | 45,887 | |
Total Assets | |||||
Total Assets | 4,727,060 | 4,727,060 | $ 4,845,417 | ||
Aerospace/Defense [Member] | |||||
Net External Sales | |||||
Net External Sales | 103,548 | 92,915 | 202,947 | 183,280 | |
Gross Margin | |||||
Gross Margin | 41,033 | 36,580 | 79,633 | 75,212 | |
Selling, General & Administrative Expenses | |||||
Selling, General & Administrative Expenses | 7,472 | 7,287 | 14,940 | 14,535 | |
Operating Income | |||||
Operating Income | 31,480 | 26,521 | 60,984 | 56,111 | |
Total Assets | |||||
Total Assets | 789,204 | 789,204 | 776,505 | ||
Industrial [Member] | |||||
Net External Sales | |||||
Net External Sales | 265,619 | 67,985 | 520,300 | 133,825 | |
Gross Margin | |||||
Gross Margin | 110,114 | 25,884 | 212,666 | 51,025 | |
Selling, General & Administrative Expenses | |||||
Selling, General & Administrative Expenses | 30,101 | 5,918 | 60,073 | 11,665 | |
Operating Income | |||||
Operating Income | 60,050 | 19,813 | 113,345 | 39,199 | |
Total Assets | |||||
Total Assets | 3,824,386 | 3,824,386 | 3,920,957 | ||
Corporate [Member] | |||||
Selling, General & Administrative Expenses | |||||
Selling, General & Administrative Expenses | 19,946 | 27,018 | 38,334 | 45,235 | |
Operating Income | |||||
Operating Income | (19,513) | $ (29,760) | (37,842) | $ (49,423) | |
Total Assets | |||||
Total Assets | $ 113,470 | $ 113,470 | $ 147,955 |
Dodge Acquisition (Details)
Dodge Acquisition (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Nov. 01, 2021 | Oct. 07, 2021 | Oct. 01, 2022 | Oct. 01, 2022 | Apr. 02, 2022 | |
Dodge Acquisition (Details) [Line Items] | |||||
Net of cash acquired | $ 2,908,241 | ||||
Term loan facility, net of issuance costs | 1,285,761 | ||||
Net proceeds from common stock and MCPS offerings | 1,050,811 | ||||
Net proceeds from senior notes offering | $ 491,992,000 | ||||
Cash on hand | 77,469 | ||||
Purchase price adjustments totaling | 22,966 | ||||
Acquisition costs incurred | $ 22,598 | ||||
Acquired goodwill which is deductible for tax purposes | $ 44,941 | ||||
Identifiable intangible assets | $ 1,385,082 | 1,385,082 | |||
Gross intangible asset | 1,613,850,000 | 1,613,850,000 | $ 1,609,297,000 | ||
Revenue | 192,267 | 369,740 | |||
Operating income | 38,152 | 68,646 | |||
TSA costs | 15,707 | 3,999 | $ 7,704 | ||
Senior Notes [Member] | |||||
Dodge Acquisition (Details) [Line Items] | |||||
Net proceeds from senior notes offering | $ 494,200 | ||||
Trade Names [Member] | |||||
Dodge Acquisition (Details) [Line Items] | |||||
Fair value term | 25 years | ||||
Economic Pattern Benefit [Member] | Customer Relationships [Member] | |||||
Dodge Acquisition (Details) [Line Items] | |||||
Gross intangible asset | 1,185,000 | $ 1,185,000 | |||
Fair value term | 24 years | ||||
Straight-line Basis [Member] | Trade Names [Member] | |||||
Dodge Acquisition (Details) [Line Items] | |||||
Gross intangible asset | $ 200,000 | $ 200,000 | |||
Fair value term | 26 years | ||||
Business Combination [Member] | |||||
Dodge Acquisition (Details) [Line Items] | |||||
Purchase of capital stock, percentage | 100% |
Dodge Acquisition (Details) - S
Dodge Acquisition (Details) - Schedule of assets acquired and liabilities assumed were recorded based on their fair values at the date of acquisition - USD ($) $ in Thousands | Oct. 01, 2022 | Apr. 02, 2022 | Nov. 01, 2021 |
Schedule Of Assets Acquired And Liabilities Assumed Were Recorded Based On Their Fair Values At The Date Of Acquisition Abstract | |||
Cash and cash equivalents | $ 81,868 | ||
Accounts receivable | 83,533 | ||
Inventory | 136,376 | ||
Prepaid expenses and other current assets | 1,261 | ||
Property, plant and equipment | 165,109 | ||
Operating lease assets | 9,768 | ||
Goodwill | 1,601,881 | ||
Other intangible assets | 1,385,082 | ||
Other noncurrent assets | 3,672 | ||
Accounts payable | (69,757) | ||
Accrued rebates | $ (38,829) | $ (35,234) | (30,184) |
Accrued expenses and other current liabilities | (44,766) | ||
Deferred tax liabilities | (299,711) | ||
Other noncurrent liabilities | (56,989) | ||
Net assets acquired | 2,967,143 | ||
Less cash received | 81,868 | ||
Net consideration | $ 2,885,275 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Thousands | Oct. 28, 2022 USD ($) |
Subsequent Events (Details) [Line Items] | |
Notional maturity amount | $ 600,000 |
Fixed rate of interest percentage | 4.455% |
Year 1 [Member] | |
Subsequent Events (Details) [Line Items] | |
Notional maturity amount | $ 600,000 |
Year 2 [Member] | |
Subsequent Events (Details) [Line Items] | |
Notional maturity amount | 400,000 |
Year 3 [Member] | |
Subsequent Events (Details) [Line Items] | |
Notional maturity amount | $ 100,000 |