MILWAUKEE, Feb. 7, 2024
/PRNewswire/ -- Regal Rexnord Corporation (NYSE: RRX)
Fourth Quarter Highlights
- GAAP Diluted EPS Of $0.84 And
Adjusted Diluted EPS* Of $2.28,
Delivering On Prior Commitments
- Strong Adjusted Free Cash Flow* Of $170.9 Million
- Paid Down $116.7 Million Of Gross
Debt; Net Debt Declined By $153.2
Million; Net Debt To Pro Forma Adjusted EBITDA (Including
Synergies)* Is Now 3.80
- Sales Up 29.2% Versus PY, Down 6.9% On A Pro Forma Organic
Basis*
- GAAP Net Income Decreased $46.1
Million Versus PY To $56.6
Million
- Adjusted EBITDA* Of $346.5
Million
- Adjusted EBITDA Margin* Of 21.5% Up 40 Basis Points Versus PY
On A Pro Forma Basis* As Synergies And 80/20 More Than Offset End
Market Volume Headwinds
Full Year 2023 Highlights
- Nearly Doubled Adjusted Free Cash Flow Versus PY With A Record
$683.1 Million, Above Guidance
Expectations
- Achieved Targeted $65 Million Of
Synergies; On Track To Achieve $90
Million In 2024
- GAAP Gross Margin Of 33.1% Up 110 Basis Points Versus 32.0% In
2022
- Adjusted Gross Margin* Of 34.5% Up 150 Basis Points Versus
33.0% In 2022 Given Strong Synergies And Continued 80/20
Execution
- Completed Transformational Acquisition Of Altra Industrial
Motion Corp. ("Altra")
- Reached Agreement To Sell Industrial Motors & Generators
Business, Representing The Majority Of Industrials Systems Segment,
For $400 Million, Which Remains On
Track To Close In 1H 2024
Full Year 2024 Guidance
- Introducing Guidance For 2024 GAAP Diluted EPS In A Range Of
$4.58 To $5.38 And For Adjusted Diluted EPS In A Range Of
$9.75 To $10.55
CEO Louis Pinkham commented, "Our team delivered strong
performance in the fourth quarter - in line with our prior
commitments - despite persistent destocking and various end market
headwinds, especially in our PES segment. Strong execution
supported enterprise adjusted EBITDA of $347
million and adjusted EBITDA margin rising by 40 basis points
on a pro forma, year-over-year basis, on lower sales. The
enterprise also generated $171
million of adjusted free cash flow in the quarter, and
$683 million for the year, which
predominantly was used for debt paydown. We expect even
stronger adjusted free cash flow in 2024, which combined with
anticipated proceeds from the sale of our Industrial Motors and
Generators businesses should enable over $900 million of debt paydown this year, which we
expect to bring our net debt to adjusted EBITDA** ratio to roughly
3 times, and eliminate most borrowings under our term
loan."
Mr. Pinkham continued, "The past year was also one of
significant portfolio transformation. With the addition of Altra,
plus the announced Industrial Motors & Generators sale set to
close in first half 2024, we have taken actions that significantly
re-balance our portfolio towards motion control and power
transmission. This, along with our Power Efficiency Solutions
business, is the portfolio we expect to grow with — providing
tremendous value creation potential, given our strong cash
generation characteristics, numerous competitive advantages, and
healthy exposure to secular markets, among other attractive
attributes."
Mr. Pinkham concluded, "As we look ahead to 2024, we are
cautiously optimistic that the significant destocking headwinds,
and other pockets of end market pressure we confronted in 2023 will
abate, likely during the second half of this year. Regardless of
how the end markets cycle, we remain focused on executing the
sizable amount of self-help opportunities in front of us, including
$90 million of expected M&A
synergies, our healthy new product pipeline, and many ongoing 80/20
and lean initiatives. And so we expect 2024 to be a year of
continued significant value creation, for our customers, our
associates and our shareholders."
*Non-GAAP Financial
Measurement, See Appendix for Reconciliation
** Net Debt to Adjusted EBITDA (including synergies)
|
Guidance
The Company is introducing annual guidance for 2024 GAAP Diluted
Earnings per Share in a range of $4.58 to $5.38 and
for Adjusted Diluted Earnings per Share in a range of $9.75 to $10.55.
The mid-point of the Company's 2024 Adjusted EPS guidance factors
organic sales to be slightly down versus prior year, and for
adjusted EBITDA margins to be approximately 22%.
Segment Performance
All prior periods identified in this release have been recast to
reflect the new segment structure established at first quarter 2023
related to closing the Altra acquisition, and provide comparison to
the comparable period.
Segment results versus the prior year are summarized below:
- Automation & Motion Control net sales were $420.7 million, an increase of 109.0% or a
decrease of 3.0% on a pro forma organic basis*. Results reflect the
Altra acquisition plus strength in the aerospace, data center and
medical markets, net of weakness in global factory automation and
food & beverage markets. Adjusted EBITDA margin was 24.8% of
Adjusted Net Sales*. For the full year 2023, net sales were
$1,516.8 million, an increase of
96.4% or an increase of 3.1% on a pro forma organic basis.
- Industrial Powertrain Solutions segment net sales were
$649.7 million, an increase of 57.6%
or a decrease of 1.5% on a pro forma organic basis. Results reflect
the Altra acquisition, plus strength in aerospace and energy
markets, net of weakness in the alternative energy and food &
beverage markets. Adjusted EBITDA margin was 24.0% of adjusted net
sales. For the full year 2023, net sales were $2,403.5 million, an increase of 44.2% or a
decrease of 0.5% on a pro forma organic basis.
- Power Efficiency Solutions net sales were $418.0 million, a decrease of 15.6% or a decrease
of 16.0% on an organic basis. The decline primarily reflects
continued weakness in North
America residential HVAC markets, particularly in heating
products. Adjusted EBITDA margin was 18.1% of adjusted net sales.
For the full year 2023, net sales were $1,808.9 million, a decrease of 18.8% or a
decrease of 18.4% on an organic basis.
- Industrial Systems net sales were $119.8
million, a decrease of 11.7% or a decrease of 12.0% on an
organic basis. Adjusted EBITDA margin was 9.1% of adjusted net
sales. For the full year 2023, net sales were $521.5 million, a decrease of 5.5% or a decrease
of 4.3% on an organic basis.
Conference Call
Regal Rexnord will hold a conference call to discuss this
earnings release at 9:00 AM CT
(10:00 AM ET) on Thursday, February 8, 2024. To listen to the live
audio and view the presentation during the call, please visit Regal
Rexnord's Investor website: https://investors.regalrexnord.com. To
listen by phone or to ask the presenters a question, dial
1.877.264.6786 (U.S. callers) or +1.412.317.5177 (international
callers) and enter 5732418# when prompted.
A webcast replay will be available at the link above, and a
telephone replay will be available at 1.877.344.7529 (U.S. callers)
or +1.412.317.0088 (international callers), using a replay access
code of 8918729#. Both replays will be accessible for three months
after the earnings call.
About Regal Rexnord
Regal Rexnord Corporation is a global leader in the engineering
and manufacturing of factory automation sub-systems, industrial
powertrain solutions, automation and mechanical power transmission
components, electric motors and electronic controls, air moving
products, and specialty electrical components and systems.
Through longstanding technology leadership and an intentional
focus on producing more socially conscious and
environmentally-friendly products and sub-systems, the Company is
regularly addressing increasingly relevant secular demands of
customers in the medical, alternative energy, aerospace, food &
beverage, general industrial and warehouse/intralogistics end
markets, among others. In short, Regal Rexnord's 36,000 associates
around the world are proud to be working each day towards
fulfilling the Company's purpose – helping create a better tomorrow
– for its customers and for the planet.
Regal Rexnord is comprised of four operating segments:
Automation & Motion Control, Industrial Powertrain Solutions,
Power Efficiency Solutions, and Industrial Systems. Regal Rexnord
is headquartered in Milwaukee,
Wisconsin and has manufacturing, sales and service
facilities worldwide. For more information, visit
RegalRexnord.com.
Forward Looking Statements
This release contains forward-looking statements, within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, which reflect Regal Rexnord's current estimates,
expectations and projections about Regal Rexnord's future results,
performance, prospects and opportunities. Such forward-looking
statements may include, among other things, statements about the
acquisition of Altra Industrial Motion Corp. ("Altra"), the
benefits and synergies of the acquisition of Altra (the "Altra
Transaction"), future opportunities for Regal Rexnord and any other
statements regarding Regal Rexnord's future operations, anticipated
economic activity, business levels, credit ratings, future
earnings, planned activities, anticipated growth, market
opportunities, strategies, competition and other expectations and
estimates for future periods. Forward-looking statements
include statements that are not historical facts and can be
identified by forward-looking words such as "anticipate,"
"believe," "confident," "estimate," "expect," "intend," "plan,"
"may," "will," "project," "forecast," "would," "could," "should,"
and similar expressions. These forward-looking statements are based
upon information currently available to Regal Rexnord and are
subject to a number of risks, uncertainties, and other factors that
could cause Regal Rexnord's performance, prospects or opportunities
to differ materially from those expressed in, or implied by, these
forward-looking statements. Important factors that could cause
Regal Rexnord's actual results to differ materially from the
results referred to in the forward-looking statements Regal Rexnord
makes in this release include: Regal Rexnord's substantial
indebtedness as a result of the Altra Transaction and the effects
of such indebtedness on Regal Rexnord's financial flexibility after
the Altra Transaction; Regal Rexnord's ability to achieve its
objectives on reducing its indebtedness on the desired timeline;
dependence on key suppliers and the potential effects of supply
disruptions; fluctuations in commodity prices and raw material
costs; any unforeseen changes to or the effects on liabilities,
future capital expenditures, revenue, expenses, synergies,
indebtedness, financial condition, losses and future prospects; the
possibility that Regal Rexnord may be unable to achieve expected
benefits, synergies and operating efficiencies in connection with
the Altra Transaction, and the merger with the Rexnord Process
& Motion Control business (the "Rexnord PMC business") within
the expected time-frames or at all and to successfully integrate
Altra and the Rexnord PMC business; expected or targeted future
financial and operating performance and results; operating costs,
customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) being greater than
expected following the Altra Transaction or our merger with the
Rexnord PMC business; Regal Rexnord's ability to retain key
executives and employees; uncertainties regarding the ability to
execute restructuring plans within expected costs and timing;
challenges to the tax treatment that was elected with respect to
the merger with the Rexnord PMC business and related transactions;
actions taken by competitors and their ability to effectively
compete in the increasingly competitive global electric motor,
drives and controls, power generation and power transmission
industries; the ability to develop new products based on
technological innovation, such as the Internet of Things, and
marketplace acceptance of new and existing products, including
products related to technology not yet adopted or utilized in
geographic locations in which Regal Rexnord does business;
dependence on significant customers and distributors; cyclical and
seasonal impact on sales of products into particular markets and
industries; risks associated with climate change and uncertainty
regarding our ability to deliver on our climate commitments and/or
to meet related investor, customer and other third party
expectations relating to our sustainability efforts; risks
associated with global manufacturing, including risks associated
with public health crises and political, societal or economic
instability, including instability caused by ongoing geopolitical
conflicts; issues and costs arising from the integration of
acquired companies and businesses and the timing and impact of
purchase accounting adjustments; prolonged declines in one or more
markets, such as heating, ventilation, air conditioning,
refrigeration, power generation, oil and gas, unit material
handling, water heating and aerospace; economic changes in global
markets, such as reduced demand for products, currency exchange
rates, inflation rates, interest rates, recession, government
policies, including policy changes affecting taxation, trade,
tariffs, immigration, customs, border actions and the like, and
other external factors that Regal Rexnord cannot control; product
liability, asbestos and other litigation, or claims by end users,
government agencies or others that products or customers'
applications failed to perform as anticipated, particularly in high
volume applications or where such failures are alleged
to be the cause of property or casualty claims; unanticipated
liabilities of acquired businesses; unanticipated adverse effects
or liabilities from business exits or divestitures, including in
connection with our proposed sale of the industrial motors and
generators businesses that comprise a majority of our Industrial
Systems operating segment (the "Proposed Sale"); the possibility
that the conditions to the consummation of the Proposed Sale will
not be satisfied on the terms or timeline expected, or at all;
failure to obtain, or delays in obtaining, or adverse conditions
related to obtaining regulatory approvals sought in connection with
the Proposed Sale; Regal Rexnord's ability to identify and execute
on future M&A opportunities, including significant M&A
transactions; the impact of any such M&A transactions on Regal
Rexnord's results, operations and financial condition, including
the impact from costs to execute and finance any such transactions;
unanticipated costs or expenses that may be incurred related to
product warranty issues; infringement of intellectual property by
third parties, challenges to intellectual property, and claims of
infringement on third party technologies; effects on earnings of
any significant impairment of goodwill; losses from failures,
breaches, attacks or disclosures involving information technology
infrastructure and data; costs and unanticipated liabilities
arising from rapidly evolving data privacy laws and regulations;
cyclical downturns affecting the global market for capital goods;
and other risks and uncertainties including, but not limited, to
those described in Regal Rexnord's Annual Report on Form 10-K on
file with the Securities and Exchange Commission (the "SEC") and
from time to time in other filed reports including Regal Rexnord's
Quarterly Reports on Form 10-Q. For a more detailed description of
the risk factors associated with Regal Rexnord, please refer to
Part I, Item 1A - Risk Factors in Regal Rexnord's Annual Report on
Form 10-K for the fiscal year ended December
31, 2022 on file with the SEC and subsequent SEC filings.
Shareholders, potential investors, and other readers are urged to
consider these factors in evaluating the forward-looking statements
and are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements included
in this release are made only as of the date of this release and
Regal Rexnord undertakes no obligation to update any
forward-looking information contained in this release or with
respect to the announcements described herein to reflect subsequent
events or circumstances.
Non-GAAP Measures
(Unaudited)
(Dollars in Millions, Except per Share Data)
We prepare our financial statements in accordance with
accounting principles generally accepted in the United States of America ("GAAP"). We also
periodically disclose certain financial measures in our quarterly
earnings releases, on investor conference calls, and in investor
presentations and similar events that may be considered "non-GAAP"
financial measures. This additional information is not meant to be
considered in isolation or as a substitute for our results of
operations prepared and presented in accordance with GAAP.
In this earnings release, we disclose the following non-GAAP
financial measures, and we reconcile these measures in the tables
below to the most directly comparable GAAP financial measures:
adjusted diluted earnings per share, adjusted income from
operations, adjusted operating margin, adjusted net sales, adjusted
gross margin, net debt, EBITDA, adjusted EBITDA, proforma EBITDA,
proforma adjusted EBITDA, proforma adjusted EBITDA (including
synergies), interest coverage ratio, interest coverage ratio
(including synergies), adjusted EBITDA margin, adjusted net income
attributable to Regal Rexnord, adjusted cash flows from operations,
adjusted free cash flow, adjusted free cash flow as a percentage of
adjusted net income attributable to Regal Rexnord (or free cash
flow conversion), adjusted income before taxes, adjusted provision
for income taxes, and adjusted effective tax rate. We believe that
these non-GAAP financial measures are useful measures for providing
investors with additional information regarding our results of
operations and for helping investors understand and compare our
operating results across accounting periods and compared to our
peers. Our management primarily uses adjusted income from
operations and adjusted operating margin to help us manage and
evaluate our business and make operating decisions, while the other
non-GAAP measures disclosed are primarily used to help us evaluate
our business and forecast our future results. Accordingly, we
believe disclosing and reconciling each of these measures helps
investors evaluate our business in the same manner as
management.
In addition to these non-GAAP measures, we use the term "organic
sales growth" and "pro forma organic sales growth" to refer to the
increase in our sales between periods that is attributable to
organic sales. "Organic sales" refers to GAAP sales from existing
operations excluding any sales from acquired businesses recorded
prior to the first anniversary of the acquisition and excluding any
sales from business divested/to be exited recorded prior to the
first anniversary of the exit and excluding the impact of foreign
currency translation. "Proforma organic sales" refers to "organic
sales" giving effect to the acquisition of Altra. The impact
of foreign currency translation is determined by translating the
respective period's organic sales using the currency exchange rates
that were in effect during the prior year periods.
The assumptions and related pro forma adjustments in the
selected financial information presented within this release are
consistent with those presented in the Company's Current Reports on
Form 8-K filed on June 5, 2023 and
September 8, 2023 giving effect to
the acquisition of Altra and related transactions and are inclusive
of the measurement period adjustments included in the Company's
Annual Report on Form 10-K to be filed on February 23, 2024.
CONSOLIDATED
STATEMENTS OF INCOME (LOSS)
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
(Dollars in Millions,
Except per Share Data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
Net Sales
|
|
$
1,608.2
|
|
$ 1,244.7
|
|
$
6,250.7
|
|
$ 5,217.9
|
Cost of
Sales
|
|
1,045.0
|
|
838.1
|
|
4,183.4
|
|
3,548.2
|
Gross Profit
|
|
563.2
|
|
406.6
|
|
2,067.3
|
|
1,669.7
|
Operating
Expenses
|
|
409.5
|
|
254.0
|
|
1,537.4
|
|
978.4
|
(Gain) Loss on Assets
Held for Sale
|
|
(25.0)
|
|
—
|
|
87.7
|
|
—
|
Goodwill
Impairment
|
|
—
|
|
—
|
|
57.3
|
|
—
|
Asset
Impairments
|
|
1.7
|
|
0.9
|
|
7.8
|
|
0.9
|
Total Operating
Expenses
|
|
386.2
|
|
254.9
|
|
1,690.2
|
|
979.3
|
Income from
Operations
|
|
177.0
|
|
151.7
|
|
377.1
|
|
690.4
|
Interest
Expense
|
|
107.7
|
|
43.4
|
|
431.0
|
|
87.2
|
Interest
Income
|
|
(3.1)
|
|
(2.0)
|
|
(43.6)
|
|
(5.2)
|
Other Income,
Net
|
|
(2.0)
|
|
(1.3)
|
|
(8.7)
|
|
(5.4)
|
Income (Loss) before
Taxes
|
|
74.4
|
|
111.6
|
|
(1.6)
|
|
613.8
|
Provision for Income
Taxes
|
|
17.8
|
|
8.9
|
|
52.7
|
|
118.9
|
Net Income
(Loss)
|
|
56.6
|
|
102.7
|
|
(54.3)
|
|
494.9
|
Less: Net Income
Attributable to Noncontrolling Interests
|
|
0.7
|
|
1.2
|
|
3.1
|
|
6.0
|
Net Income (Loss)
Attributable to Regal Rexnord Corporation
|
|
$
55.9
|
|
$
101.5
|
|
$
(57.4)
|
|
$
488.9
|
Earnings (Loss) Per
Share Attributable to Regal Rexnord Corporation:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
0.84
|
|
$
1.53
|
|
$
(0.87)
|
|
$
7.33
|
Assuming
Dilution
|
|
$
0.84
|
|
$
1.53
|
|
$
(0.87)
|
|
$
7.29
|
Cash Dividends Declared
Per Share
|
|
$
0.35
|
|
$
0.35
|
|
$
1.40
|
|
$
1.38
|
Weighted Average Number
of Shares Outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
66.3
|
|
66.2
|
|
66.3
|
|
66.7
|
Assuming
Dilution
|
|
66.7
|
|
66.5
|
|
66.3
|
|
67.1
|
CONSOLIDATED BALANCE
SHEETS
|
|
|
|
|
Unaudited
|
|
|
|
|
(Dollars in
Millions)
|
|
|
|
|
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
ASSETS
|
|
|
|
|
Current
Assets:
|
|
|
|
|
Cash and Cash
Equivalents
|
|
$
574.0
|
|
$
688.5
|
Trade Receivables, Less
Allowances of $30.3 Million in 2023 and $30.9 Million in
2022
|
|
921.6
|
|
797.4
|
Inventories
|
|
1,274.2
|
|
1,336.9
|
Prepaid Expenses and
Other Current Assets
|
|
245.6
|
|
150.9
|
Deferred Financing
Fees
|
|
—
|
|
17.0
|
Assets Held for
Sale
|
|
368.6
|
|
9.8
|
Total Current
Assets
|
|
3,384.0
|
|
3,000.5
|
Net Property, Plant and
Equipment
|
|
1,041.2
|
|
807.0
|
Operating Lease
Assets
|
|
172.8
|
|
110.9
|
Goodwill
|
|
6,553.1
|
|
4,018.8
|
Intangible Assets, Net
of Amortization
|
|
4,083.4
|
|
2,229.9
|
Deferred Income Tax
Benefits
|
|
33.8
|
|
43.9
|
Other Noncurrent
Assets
|
|
69.0
|
|
57.9
|
Noncurrent Assets Held
for Sale
|
|
94.1
|
|
—
|
Total Assets
|
|
$
15,431.4
|
|
$
10,268.9
|
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
Accounts
Payable
|
|
$
549.4
|
|
$
497.7
|
Dividends
Payable
|
|
23.2
|
|
23.2
|
Accrued Compensation
and Benefits
|
|
198.7
|
|
141.1
|
Accrued
Interest
|
|
85.1
|
|
5.2
|
Other Accrued
Expenses
|
|
325.2
|
|
274.8
|
Current Operating Lease
Liabilities
|
|
37.2
|
|
26.4
|
Current Maturities of
Long-Term Debt
|
|
3.9
|
|
33.8
|
Liabilities Held for
Sale
|
|
103.7
|
|
—
|
Total Current
Liabilities
|
|
1,326.4
|
|
1,002.2
|
Long-Term
Debt
|
|
6,377.0
|
|
1,989.7
|
Deferred Income
Taxes
|
|
1,012.7
|
|
591.9
|
Pension and Other Post
Retirement Benefits
|
|
120.4
|
|
97.6
|
Noncurrent Operating
Lease Liabilities
|
|
132.2
|
|
88.1
|
Other Noncurrent
Liabilities
|
|
77.2
|
|
76.8
|
Noncurrent Liabilities
Held for Sale
|
|
20.4
|
|
—
|
Equity:
|
|
|
|
|
Regal Rexnord
Corporation Shareholders' Equity:
|
|
|
|
|
Common Stock, $0.01 Par
Value, 100.0 Million Shares Authorized, 66.3 Million and
66.2 Million Shares
Issued and Outstanding at 2023 and 2022, Respectively
|
|
0.7
|
|
0.7
|
Additional Paid-In
Capital
|
|
4,646.2
|
|
4,609.6
|
Retained
Earnings
|
|
1,979.8
|
|
2,130.0
|
Accumulated Other
Comprehensive Loss
|
|
(282.4)
|
|
(352.1)
|
Total Regal Rexnord
Corporation Shareholders' Equity
|
|
6,344.3
|
|
6,388.2
|
Noncontrolling
Interests
|
|
20.8
|
|
34.4
|
Total Equity
|
|
6,365.1
|
|
6,422.6
|
Total Liabilities and
Equity
|
|
$
15,431.4
|
|
$
10,268.9
|
CONSOLIDATED
STATEMENTS OF CASH FLOW
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net Income
(Loss)
|
|
$
56.6
|
|
$
102.7
|
|
$
(54.3)
|
|
$
494.9
|
Adjustments to
Reconcile Net Income (Loss) to Net Cash Provided by
Operating
Activities (Net of
Acquisitions and Divestitures):
|
|
|
|
|
|
|
|
|
Depreciation
|
|
53.3
|
|
30.9
|
|
185.0
|
|
121.9
|
Amortization
|
|
85.1
|
|
46.1
|
|
307.8
|
|
185.5
|
Goodwill
Impairment
|
|
—
|
|
—
|
|
57.3
|
|
—
|
Asset
Impairments
|
|
1.7
|
|
0.9
|
|
7.8
|
|
0.9
|
(Gain) Loss on Assets
Held for Sale
|
|
(25.0)
|
|
—
|
|
87.7
|
|
—
|
Noncash Lease
Expense
|
|
11.3
|
|
7.6
|
|
42.9
|
|
31.9
|
Share-Based
Compensation Expense
|
|
9.1
|
|
5.5
|
|
58.2
|
|
22.5
|
Financing Fee
Expense
|
|
3.0
|
|
17.8
|
|
32.8
|
|
19.6
|
Benefit from Deferred
Income Taxes
|
|
(25.9)
|
|
(19.5)
|
|
(115.3)
|
|
(80.1)
|
Other Non-Cash
Changes
|
|
3.4
|
|
1.9
|
|
9.0
|
|
2.7
|
Change in Operating
Assets and Liabilities, Net of Acquisitions and
Divestitures
|
|
|
|
|
|
|
|
|
Receivables
|
|
22.5
|
|
38.1
|
|
51.7
|
|
(38.1)
|
Inventories
|
|
55.9
|
|
47.9
|
|
262.6
|
|
(174.4)
|
Accounts Payable
|
|
(51.4)
|
|
(64.7)
|
|
(70.1)
|
|
(129.5)
|
Other Assets and Liabilities
|
|
1.7
|
|
(17.0)
|
|
(147.8)
|
|
(21.6)
|
Net Cash Provided by
Operating Activities
|
|
201.3
|
|
198.2
|
|
715.3
|
|
436.2
|
CASH FLOWS FROM
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Additions to Property,
Plant and Equipment
|
|
(30.4)
|
|
(29.2)
|
|
(119.1)
|
|
(83.8)
|
Business Acquisitions,
Net of Cash Acquired
|
|
—
|
|
—
|
|
(4,870.2)
|
|
(35.0)
|
Proceeds Received from
Sales of Property, Plant and Equipment
|
|
—
|
|
—
|
|
6.3
|
|
5.5
|
Net Cash Used in
Investing Activities
|
|
(30.4)
|
|
(29.2)
|
|
(4,983.0)
|
|
(113.3)
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Borrowings Under
Revolving Credit Facility
|
|
492.8
|
|
322.4
|
|
2,294.1
|
|
2,119.6
|
Repayments Under
Revolving Credit Facility
|
|
(411.2)
|
|
(493.4)
|
|
(2,625.0)
|
|
(2,427.3)
|
Proceeds from
Short-Term Borrowings
|
|
23.3
|
|
4.2
|
|
58.0
|
|
10.2
|
Repayments of
Short-Term Borrowings
|
|
(23.0)
|
|
(1.1)
|
|
(61.2)
|
|
(9.1)
|
Proceeds from Long-Term
Borrowings
|
|
—
|
|
—
|
|
5,532.9
|
|
1,536.8
|
Repayments of Long-Term
Borrowings
|
|
(201.6)
|
|
(7.8)
|
|
(826.3)
|
|
(1,123.7)
|
Dividends Paid to
Shareholders
|
|
(23.2)
|
|
(23.0)
|
|
(92.8)
|
|
(90.9)
|
Proceeds from the
Exercise of Stock Options
|
|
0.2
|
|
0.3
|
|
3.3
|
|
5.1
|
Shares Surrendered for
Taxes
|
|
(0.6)
|
|
(0.3)
|
|
(12.1)
|
|
(8.9)
|
Financing Fees
Paid
|
|
—
|
|
(34.1)
|
|
(51.1)
|
|
(40.6)
|
Repurchase of Common
Stock
|
|
—
|
|
—
|
|
—
|
|
(239.2)
|
Distributions to
Noncontrolling Interests
|
|
(7.8)
|
|
—
|
|
(16.2)
|
|
(6.2)
|
Net Cash Provided by
(Used in) Financing Activities
|
|
(151.1)
|
|
(232.8)
|
|
4,203.6
|
|
(274.2)
|
EFFECT OF EXCHANGE
RATES ON CASH and CASH EQUIVALENTS
|
|
16.7
|
|
28.7
|
|
10.9
|
|
(33.0)
|
Net Increase (Decrease)
in Cash and Cash Equivalents
|
|
36.5
|
|
(35.1)
|
|
(53.2)
|
|
15.7
|
Cash and Cash
Equivalents at Beginning of Period
|
|
598.8
|
|
723.6
|
|
688.5
|
|
672.8
|
Cash and Cash
Equivalents at End of Period
|
|
$
635.3
|
|
$
688.5
|
|
$
635.3
|
|
$
688.5
|
SEGMENT
INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Industrial
Powertrain
Solutions
|
|
Power Efficiency
Solutions
|
|
Automation &
Motion Control
|
|
Industrial
Systems
|
|
Total Regal
Rexnord
|
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
Net Sales
|
|
$
649.7
|
|
$
412.3
|
|
$
418.0
|
|
$
495.5
|
|
$
420.7
|
|
$
201.3
|
|
$
119.8
|
|
$
135.6
|
|
$
1,608.2
|
|
$
1,244.7
|
Adjusted Net
Sales
|
|
$
649.7
|
|
$
412.3
|
|
$
418.0
|
|
$
495.5
|
|
$
420.7
|
|
$
201.3
|
|
$
119.8
|
|
$
135.6
|
|
$
1,608.2
|
|
$
1,244.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
Operating
Margin
|
|
7.1 %
|
|
13.4 %
|
|
11.3 %
|
|
13.2 %
|
|
12.5 %
|
|
12.1 %
|
|
25.9 %
|
|
4.8 %
|
|
11.0 %
|
|
12.2 %
|
Adjusted Operating
Margin
|
|
12.2 %
|
|
17.8 %
|
|
14.9 %
|
|
15.2 %
|
|
13.7 %
|
|
15.0 %
|
|
8.3 %
|
|
8.0 %
|
|
13.0 %
|
|
15.2 %
|
Adjusted
EBITDA
Margin %
|
|
24.0 %
|
|
28.3 %
|
|
18.1 %
|
|
18.0 %
|
|
24.8 %
|
|
26.2 %
|
|
9.1 %
|
|
10.8 %
|
|
21.5 %
|
|
22.0 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of
Net
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Organic Sales
Growth
|
|
(1.1) %
|
|
16.0 %
|
|
(16.0) %
|
|
(2.7) %
|
|
(0.1) %
|
|
(1.3) %
|
|
(12.0) %
|
|
7.6 %
|
|
(8.1) %
|
|
4.2 %
|
Acquisitions
|
|
57.9 %
|
|
— %
|
|
— %
|
|
— %
|
|
108.0 %
|
|
8.0 %
|
|
— %
|
|
— %
|
|
36.7 %
|
|
1.3 %
|
Foreign
Currency
Impact
|
|
0.8 %
|
|
(2.6) %
|
|
0.4 %
|
|
(2.5) %
|
|
1.1 %
|
|
(5.1) %
|
|
0.3 %
|
|
(4.9) %
|
|
0.6 %
|
|
(3.1) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEGMENT
INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
|
|
|
Industrial
Powertrain
Solutions
|
|
Power Efficiency
Solutions
|
|
Automation &
Motion Control
|
|
Industrial
Systems
|
|
Total Regal
Rexnord
|
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
Net Sales
|
|
$
2,403.5
|
|
$
1,666.3
|
|
$
1,808.9
|
|
$
2,227.2
|
|
$
1,516.8
|
|
$
772.3
|
|
$
521.5
|
|
$
552.1
|
|
$
6,250.7
|
|
$
5,217.9
|
Adjusted Net
Sales
|
|
$
2,403.5
|
|
$
1,666.3
|
|
$
1,808.9
|
|
$
2,227.2
|
|
$
1,516.8
|
|
$
772.3
|
|
$
521.5
|
|
$
552.1
|
|
$
6,250.7
|
|
$
5,217.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
Operating
Margin
|
|
6.3 %
|
|
14.5 %
|
|
12.0 %
|
|
14.7 %
|
|
9.2 %
|
|
10.1 %
|
|
(25.1) %
|
|
7.8 %
|
|
6.0 %
|
|
13.2 %
|
Adjusted Operating
Margin
|
|
12.0 %
|
|
16.8 %
|
|
14.3 %
|
|
15.5 %
|
|
12.8 %
|
|
13.0 %
|
|
5.0 %
|
|
9.1 %
|
|
12.3 %
|
|
14.9 %
|
Adjusted
EBITDA
Margin %
|
|
24.2 %
|
|
27.6 %
|
|
17.5 %
|
|
18.1 %
|
|
24.5 %
|
|
23.8 %
|
|
7.5 %
|
|
11.8 %
|
|
20.9 %
|
|
21.3 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of
Net
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Organic Sales
Growth
|
|
(1.9) %
|
|
9.1 %
|
|
(18.4) %
|
|
9.8 %
|
|
5.9 %
|
|
4.7 %
|
|
(4.3) %
|
|
10.7 %
|
|
(8.0) %
|
|
9.3 %
|
Acquisitions
|
|
46.1 %
|
|
84.1 %
|
|
— %
|
|
— %
|
|
90.8 %
|
|
112.3 %
|
|
— %
|
|
— %
|
|
28.2 %
|
|
29.9 %
|
Foreign
Currency
Impact
|
|
— %
|
|
(2.1) %
|
|
(0.4) %
|
|
(1.8) %
|
|
(0.3) %
|
|
(3.5) %
|
|
(1.2) %
|
|
(3.3) %
|
|
(0.3) %
|
|
(2.2) %
|
ADJUSTED DILUTED
EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
Unaudited
|
|
Three Months
Ended
|
|
Year
Ended
|
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
GAAP Earnings (Loss)
Per Share
|
|
$
0.84
|
|
$
1.53
|
|
$
(0.87)
|
|
$
7.29
|
Intangible
Amortization
|
|
0.96
|
|
0.52
|
|
3.49
|
|
2.09
|
Restructuring and
Related Costs (a)
|
|
0.50
|
|
0.21
|
|
0.96
|
|
0.65
|
Share-Based
Compensation Expense (b)
|
|
0.08
|
|
0.06
|
|
0.72
|
|
0.28
|
Inventory and Operating
Lease Asset Step Up
|
|
0.01
|
|
—
|
|
0.62
|
|
0.06
|
Impairments and Exit
Related Costs
|
|
0.04
|
|
0.01
|
|
0.11
|
|
0.01
|
(Gain) Loss on Assets
Held for Sale and Gain on Sale of Assets (c)
|
|
(0.38)
|
|
—
|
|
1.31
|
|
(0.04)
|
Goodwill
Impairment
|
|
—
|
|
—
|
|
0.86
|
|
—
|
Transaction and
Integration Related Costs (d)
|
|
0.05
|
|
0.39
|
|
1.65
|
|
0.47
|
Discrete Tax
Items
|
|
0.18
|
|
(0.08)
|
|
0.30
|
|
(0.06)
|
Adjusted Diluted
Earnings Per Share
|
|
$
2.28
|
|
$
2.64
|
|
$
9.15
|
|
$
10.75
|
|
|
(a)
|
Relates to costs
associated with actions taken for employee reductions, facility
consolidations and site closures, product line exits and other
asset charges. Includes $11.8 Million of accelerated
depreciation for the three months ended December 2023 and $19.3
Million for the year ended December 2023.
|
(b)
|
Includes the impact
related to the accelerated vesting of awards for certain former
Altra employees in the first quarter 2023.
|
(c)
|
For the three months
and year ended December 31, 2023, primarily reflects the gain and
loss on assets held for sale of $25.0 million and $87.7 million,
respectively, related to the pending sale of the industrial motors
and generators businesses.
|
(d)
|
For 2023, primarily
relates to (1) legal, professional service, severance, certain
other employee compensation and financing costs and incremental net
interest expense on new debt associated with the Altra Transaction
and integration and (2) legal, professional service, and rebranding
costs associated with the pending sale of the industrial motors and
generators businesses. For 2022, primarily relates to legal
and professional service costs associated with the merger with the
Rexnord PMC business and acquisition of the Arrowhead
business.
|
2024 ADJUSTED ANNUAL
GUIDANCE
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
Minimum
|
|
Maximum
|
2024 GAAP Diluted EPS
Annual Guidance
|
|
$
4.58
|
|
$
5.38
|
Intangible
Amortization
|
|
4.00
|
|
4.00
|
Restructuring and
Related Costs (a)
|
|
0.42
|
|
0.42
|
Share-Based
Compensation Expense
|
|
0.58
|
|
0.58
|
Operating Lease Asset
Step Up
|
|
0.01
|
|
0.01
|
Transaction and
Integration Related Costs (b)
|
|
0.16
|
|
0.16
|
2024 Adjusted Diluted
EPS Annual Guidance
|
|
$
9.75
|
|
$
10.55
|
|
|
(a)
|
Relates to costs
associated with actions taken for employee reductions, facility
consolidations and site closures, product line exits and other
asset charges. Includes the impact of accelerated
depreciation.
|
(b)
|
Primarily relates to
(1) legal, professional service and integration costs associated
with the Altra Transaction and (2) legal, professional service, and
rebranding costs associated with the pending sale of the industrial
motors and generators businesses.
|
ADJUSTED
EBITDA
|
|
Three Months
Ended
|
Unaudited
|
|
Industrial
Powertrain
Solutions
|
|
Power Efficiency
Solutions
|
|
Automation &
Motion Control
|
|
Industrial
Systems
|
|
Total Regal
Rexnord
|
(Dollars in
Millions)
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
GAAP Income from
Operations
|
|
$
46.3
|
|
$
55.2
|
|
$
47.2
|
|
$
65.6
|
|
$
52.5
|
|
$
24.4
|
|
$
31.0
|
|
$ 6.5
|
|
$
177.0
|
|
$ 151.7
|
Restructuring and
Related Costs (a)
|
|
24.6
|
|
8.0
|
|
14.4
|
|
9.5
|
|
3.9
|
|
1.4
|
|
1.5
|
|
1.1
|
|
44.4
|
|
20.0
|
Inventory and Operating
Lease Asset Step Up
|
|
1.8
|
|
—
|
|
—
|
|
—
|
|
(0.2)
|
|
—
|
|
—
|
|
—
|
|
1.6
|
|
—
|
Impairments and Exit
Related Costs
|
|
2.7
|
|
0.9
|
|
—
|
|
—
|
|
0.8
|
|
—
|
|
—
|
|
—
|
|
3.5
|
|
0.9
|
(Gain) Loss on Assets
Held for Sale (b)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(25.0)
|
|
—
|
|
(25.0)
|
|
—
|
Transaction and
Integration Related Costs (c)
|
|
3.6
|
|
9.4
|
|
0.5
|
|
—
|
|
0.8
|
|
4.3
|
|
2.4
|
|
3.3
|
|
7.3
|
|
17.0
|
Adjusted Income from
Operations*
|
|
$
79.0
|
|
$
73.5
|
|
$
62.1
|
|
$
75.1
|
|
$
57.8
|
|
$
30.1
|
|
$ 9.9
|
|
$
10.9
|
|
$
208.8
|
|
$ 189.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
$
49.4
|
|
$
28.7
|
|
$ 2.0
|
|
$ 2.0
|
|
$
33.4
|
|
$
15.2
|
|
$ 0.3
|
|
$ 0.2
|
|
$
85.1
|
|
$
46.1
|
Depreciation
|
|
22.1
|
|
12.0
|
|
8.0
|
|
9.4
|
|
11.4
|
|
6.4
|
|
—
|
|
3.1
|
|
41.5
|
|
30.9
|
Share-Based
Compensation Expense
|
|
4.4
|
|
2.1
|
|
2.8
|
|
2.1
|
|
1.3
|
|
0.9
|
|
0.6
|
|
0.4
|
|
9.1
|
|
5.5
|
Other Income,
Net
|
|
0.8
|
|
0.4
|
|
0.6
|
|
0.6
|
|
0.5
|
|
0.2
|
|
0.1
|
|
0.1
|
|
2.0
|
|
1.3
|
Adjusted
EBITDA
|
|
$
155.7
|
|
$ 116.7
|
|
$
75.5
|
|
$
89.2
|
|
$
104.4
|
|
$
52.8
|
|
$
10.9
|
|
$
14.7
|
|
$
346.5
|
|
$ 273.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Operating Margin
%
|
|
7.1 %
|
|
13.4 %
|
|
11.3 %
|
|
13.2 %
|
|
12.5 %
|
|
12.1 %
|
|
25.9 %
|
|
4.8 %
|
|
11.0 %
|
|
12.2 %
|
Adjusted Operating
Margin %
|
|
12.2 %
|
|
17.8 %
|
|
14.9 %
|
|
15.2 %
|
|
13.7 %
|
|
15.0 %
|
|
8.3 %
|
|
8.0 %
|
|
13.0 %
|
|
15.2 %
|
Adjusted EBITDA Margin
%
|
|
24.0 %
|
|
28.3 %
|
|
18.1 %
|
|
18.0 %
|
|
24.8 %
|
|
26.2 %
|
|
9.1 %
|
|
10.8 %
|
|
21.5 %
|
|
22.0 %
|
|
|
(a)
|
Relates to costs
associated with actions taken for employee reductions, facility
consolidations and site closures, product line exits and other
asset charges. Includes $11.8 Million of accelerated
depreciation in 2023.
|
(b)
|
Reflects the gain on
assets held for sale of $25.0 million related to the pending sale
of the industrial motors and generators businesses.
|
(c)
|
Primarily relates to
(1) legal, professional service, and certain other employee
compensation costs associated with the Altra Transaction and
integration and (2) legal, professional service, and rebranding
costs associated with the pending sale of the industrial motors and
generators businesses.
|
ADJUSTED
EBITDA
|
|
Year
Ended
|
Unaudited
|
|
Industrial
Powertrain
Solutions
|
|
Power Efficiency
Solutions
|
|
Automation &
Motion Control
|
|
Industrial
Systems
|
|
Total Regal
Rexnord
|
(Dollars in
Millions)
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
GAAP Income (Loss) from
Operations
|
|
$
151.8
|
|
$ 242.2
|
|
$
217.4
|
|
$ 326.9
|
|
$
139.0
|
|
$
78.2
|
|
$
(131.1)
|
|
$
43.1
|
|
$
377.1
|
|
$ 690.4
|
Restructuring and
Related Costs (a)
|
|
34.7
|
|
23.2
|
|
38.5
|
|
19.6
|
|
8.9
|
|
14.2
|
|
2.3
|
|
1.6
|
|
84.4
|
|
58.6
|
Inventory and Operating
Lease Asset Step Up
|
|
40.5
|
|
3.0
|
|
—
|
|
—
|
|
14.0
|
|
2.5
|
|
—
|
|
—
|
|
54.5
|
|
5.5
|
Impairments and Exit
Related Costs
|
|
4.3
|
|
0.9
|
|
1.5
|
|
—
|
|
3.4
|
|
—
|
|
0.4
|
|
—
|
|
9.6
|
|
0.9
|
Loss on Assets Held for
Sale and Gain on Sale of Assets (b)
|
|
—
|
|
(2.6)
|
|
—
|
|
(0.7)
|
|
(0.6)
|
|
—
|
|
87.7
|
|
—
|
|
87.1
|
|
(3.3)
|
Goodwill
Impairment
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
57.3
|
|
—
|
|
57.3
|
|
—
|
Transaction and
Integration Related Costs (c)
|
|
56.9
|
|
13.3
|
|
0.5
|
|
—
|
|
30.0
|
|
5.7
|
|
9.3
|
|
5.3
|
|
96.7
|
|
24.3
|
Adjusted Income from
Operations
|
|
$
288.2
|
|
$ 280.0
|
|
$
257.9
|
|
$ 345.8
|
|
$
194.7
|
|
$ 100.6
|
|
$
25.9
|
|
$
50.0
|
|
$
766.7
|
|
$ 776.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
$
181.4
|
|
$ 119.5
|
|
$ 8.3
|
|
$ 8.4
|
|
$
117.2
|
|
$
56.8
|
|
$ 0.9
|
|
$ 0.8
|
|
$
307.8
|
|
$ 185.5
|
Depreciation
|
|
78.4
|
|
49.5
|
|
37.1
|
|
38.5
|
|
41.0
|
|
21.2
|
|
9.2
|
|
12.7
|
|
165.7
|
|
121.9
|
Share-Based
Compensation Expense (d)
|
|
29.4
|
|
8.4
|
|
10.5
|
|
8.4
|
|
16.0
|
|
4.4
|
|
2.3
|
|
1.3
|
|
58.2
|
|
22.5
|
Other Income,
Net
|
|
3.3
|
|
1.7
|
|
2.6
|
|
2.4
|
|
2.1
|
|
0.8
|
|
0.7
|
|
0.5
|
|
8.7
|
|
5.4
|
Adjusted
EBITDA
|
|
$
580.7
|
|
$ 459.1
|
|
$
316.4
|
|
$ 403.5
|
|
$
371.0
|
|
$ 183.8
|
|
$
39.0
|
|
$
65.3
|
|
$
1,307.1
|
|
$
1,111.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Operating Margin
%
|
|
6.3 %
|
|
14.5 %
|
|
12.0 %
|
|
14.7 %
|
|
9.2 %
|
|
10.1 %
|
|
(25.1) %
|
|
7.8 %
|
|
6.0 %
|
|
13.2 %
|
Adjusted Operating
Margin %
|
|
12.0 %
|
|
16.8 %
|
|
14.3 %
|
|
15.5 %
|
|
12.8 %
|
|
13.0 %
|
|
5.0 %
|
|
9.1 %
|
|
12.3 %
|
|
14.9 %
|
Adjusted EBITDA Margin
%
|
|
24.2 %
|
|
27.6 %
|
|
17.5 %
|
|
18.1 %
|
|
24.5 %
|
|
23.8 %
|
|
7.5 %
|
|
11.8 %
|
|
20.9 %
|
|
21.3 %
|
|
|
(a)
|
Relates to costs
associated with actions taken for employee reductions, facility
consolidations and site closures, product line exits and other
asset charges. Includes $19.3 Million of accelerated
depreciation in 2023.
|
(b)
|
Primarily reflects the
loss on assets held for sale of $87.7 million related to the
pending sale of the industrial motors and generators
businesses.
|
(c)
|
For 2023, primarily
relates to (1) legal, professional service, and certain other
employee compensation costs associated with the Altra Transaction
and integration and (2) legal, professional service, and rebranding
costs associated with the pending sale of the industrial motors and
generators businesses. For 2022, primarily relates to legal
and professional service costs associated with the merger with the
Rexnord PMC business and acquisition of the Arrowhead
business.
|
(d)
|
Includes the impact
related to the accelerated vesting of awards for certain former
Altra employees in the first quarter 2023.
|
NET INCOME TO
ADJUSTED EBITDA
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
Net Income
(Loss)
|
|
$
56.6
|
|
$
102.7
|
|
$
(54.3)
|
|
$
494.9
|
Plus: Income
Taxes
|
|
17.8
|
|
8.9
|
|
52.7
|
|
118.9
|
Plus: Interest
Expense
|
|
107.7
|
|
43.4
|
|
431.0
|
|
87.2
|
Less: Interest
Income
|
|
(3.1)
|
|
(2.0)
|
|
(43.6)
|
|
(5.2)
|
Plus:
Depreciation
|
|
41.5
|
|
30.9
|
|
165.7
|
|
121.9
|
Plus:
Amortization
|
|
85.1
|
|
46.1
|
|
307.8
|
|
185.5
|
EBITDA
|
|
305.6
|
|
230.0
|
|
859.3
|
|
1,003.2
|
Plus: Restructuring and
Related Costs (a)
|
|
44.4
|
|
20.0
|
|
84.4
|
|
58.6
|
Plus: Share-Based
Compensation Expense (b)
|
|
9.1
|
|
5.5
|
|
58.2
|
|
22.5
|
Plus: Inventory and
Operating Lease Asset Step Up
|
|
1.6
|
|
—
|
|
54.5
|
|
5.5
|
Plus: Impairments and
Exit Related Costs
|
|
3.5
|
|
0.9
|
|
9.6
|
|
0.9
|
Plus: (Gain) Loss on
Assets Held for Sale and Gain on Sale of Assets
(c)
|
|
(25.0)
|
|
—
|
|
87.1
|
|
(3.3)
|
Plus: Goodwill
Impairment
|
|
—
|
|
—
|
|
57.3
|
|
—
|
Plus: Transaction and
Integration Related Costs (d)
|
|
7.3
|
|
17.0
|
|
96.7
|
|
24.3
|
Adjusted
EBITDA
|
|
$
346.5
|
|
$
273.4
|
|
$
1,307.1
|
|
$
1,111.7
|
|
|
(a)
|
Relates to costs
associated with actions taken for employee reductions, facility
consolidations and site closures, product line exits and other
asset charges. Includes $11.8 Million of accelerated
depreciation for the three months ended December 2023 and $19.3
Million for the year ended December 2023.
|
(b)
|
Includes the impact
related to the accelerated vesting of awards for certain former
Altra employees in the first quarter 2023.
|
(c)
|
For the three months
and year ended December 31, 2023, primarily reflects the gain and
loss on assets held for sale of $25.0 million and $87.7 million,
respectively, related to the pending sale of the industrial motors
and generators businesses.
|
(d)
|
For 2023, primarily
relates to (1) legal, professional service, and certain other
employee compensation costs associated with the Altra Transaction
and integration and (2) legal, professional service, and rebranding
costs associated with the pending sale of the industrial motors and
generators businesses. For 2022, primarily relates to legal
and professional service costs associated with the merger with the
Rexnord PMC business and acquisition of the Arrowhead
business.
|
DEBT TO
EBITDA
|
|
|
|
|
Unaudited
|
|
|
|
|
(Dollars in
Millions)
|
|
Last Twelve
Months
|
|
|
|
|
Dec 31,
2023
|
Proforma Net Loss
(a)
|
|
|
|
$
(84.4)
|
Plus: Income
Taxes
|
|
|
|
45.3
|
Plus: Interest
Expense
|
|
|
|
463.3
|
Less: Interest
Income
|
|
|
|
(14.4)
|
Plus:
Depreciation
|
|
|
|
181.5
|
Plus:
Amortization
|
|
|
|
346.2
|
Proforma
EBITDA*
|
|
|
|
$
937.5
|
Plus: Restructuring and
Related Costs (b)
|
|
|
|
85.8
|
Plus: Share-Based
Compensation Expense (c)
|
|
|
|
61.8
|
Plus: Inventory and
Operating Lease Asset Step Up
|
|
|
|
54.5
|
Plus: Impairments and
Exit Related Costs
|
|
|
|
9.6
|
Plus: Loss on Assets
Held for Sale and Gain on Sale of Assets (d)
|
|
|
|
87.1
|
Plus: Goodwill
Impairment
|
|
|
|
57.3
|
Plus: Transaction and
Integration Related Costs (e)
|
|
|
|
98.9
|
Proforma Adjusted
EBITDA*(f)
|
|
|
|
$
1,392.5
|
|
|
|
|
|
Current Maturities of
Long-Term Debt
|
|
|
|
$
3.9
|
Long-Term
Debt
|
|
|
|
6,377.0
|
Total Gross
Debt
|
|
|
|
$
6,380.9
|
Cash
(g)
|
|
|
|
(635.3)
|
Net
Debt
|
|
|
|
$
5,745.6
|
|
|
|
|
|
Gross Debt/Proforma
Adjusted EBITDA
|
|
|
|
4.58
|
|
|
|
|
|
Net Debt/Proforma
Adjusted EBITDA (f)
|
|
|
|
4.13
|
|
|
|
|
|
Interest Coverage Ratio
(f)
|
|
|
|
3.10
|
|
|
(a)
|
Includes Altra
results.
|
(b)
|
Relates to costs
associated with actions taken for employee reductions, facility
consolidations and site closures, product line exits and other
asset charges. Includes $19.3 Million of accelerated
depreciation in 2023.
|
(c)
|
Includes the impact
related to the accelerated vesting of awards for certain former
Altra employees in the first quarter 2023.
|
(d)
|
Primarily reflects the
loss on assets held for sale of $87.7 million related to the
pending sale of the industrial motors and generators
businesses.
|
(e)
|
Primarily relates to
(1) legal, professional service, and certain other employee
compensation costs associated with the Altra Transaction and
integration and (2) legal, professional service, and rebranding
costs associated with the pending sale of the industrial motors and
generators businesses.
|
(f)
|
Synergies expected to
be realized within the next 24 months are included in the
calculation of EBITDA that serves as the basis for financial
covenant compliance for certain of the Company's debt. The
Company expects to realize synergies related to the Altra merger of
$120 million within 24 months. The impact of the synergies is
as follows:
|
|
|
|
|
Proforma Adjusted
EBITDA
|
$
1,392.5
|
|
Altra Synergies to be
Realized Within 24 months
|
120.0
|
|
Proforma Adjusted
EBITDA (including synergies)
|
$
1,512.5
|
|
|
|
|
Net Debt/Proforma
Adjusted EBITDA (including synergies)
|
3.80
|
|
|
|
|
Proforma Interest
Expense
|
$
463.3
|
|
Proforma Interest
Income
|
(14.4)
|
|
Proforma Net Interest
Expense
|
$
448.9
|
|
|
|
|
Interest Coverage
Ratio(1)
|
3.10
|
|
Interest Coverage Ratio
(including synergies)(2)
|
3.37
|
|
|
|
|
(1) Computed as
Proforma Adjusted EBITDA/Proforma Net Interest Expense
|
|
|
(2) Computed as
Proforma Adjusted EBITDA (including synergies)/Proforma Net
Interest Expense
|
|
|
|
|
(g)
|
This amount includes
$61.3 Million cash and cash equivalents included in Assets Held for
Sale.
|
PROFORMA NET
LOSS
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
(Dollars in
Millions)
|
|
|
|
|
|
|
|
The following proforma
net loss has been prepared in accordance with Article 11 of
Regulation S-X in order to give effect to the Altra Transaction and
related debt financing as if they had occurred on January 2, 2022,
the first day of Regal Rexnord's fiscal year 2022.
|
|
|
|
|
|
|
|
Regal
Rexnord Year
Ended
December 31,
2023
|
Altra January
1, 2023 to
March 27, 2023
|
Transaction
Accounting
Adjustments -
Altra
Transaction
(Note 1)
|
Transaction
Accounting
Adjustments -
Debt
Financing
(Note 2)
|
Proforma
Combined
|
Net (Loss)
Income
|
(54.3)
|
31.4
|
(13.4)
|
(48.1)
|
(84.4)
|
|
|
|
|
|
|
Note 1 - Proforma
Transaction Accounting Adjustments - Altra
Transaction
|
|
|
|
Property, Plant and
Equipment Depreciation Step Up(1)
|
$
(5.3)
|
|
|
Incremental Charge in
Amortization of Intangible Assets(2)
|
(20.1)
|
|
|
Removal of Historical
Altra Interest Expense(3)
|
12.0
|
|
|
|
|
|
(13.4)
|
|
|
|
|
|
|
|
|
(1)
Adjustment for incremental depreciation expense relating to
the estimated preliminary step-up in fair value of Property, Plant
and Equipment
|
(2)
Adjustment for incremental amortization expense relating to
the estimated preliminary fair value of intangible assets
recognized in the Altra Transaction
|
(3)
Adjustment to remove interest expense related to the Altra
debt that was settled in connection with the Altra
Transaction
|
|
|
|
|
|
|
Note 2 - Proforma
Transaction Accounting Adjustments - Debt Financing
|
|
|
New Interest Expense on
Debt Financing(4)
|
(25.1)
|
|
Removal of Interest
Income(5)
|
|
|
|
(23.0)
|
|
|
|
|
|
(48.1)
|
|
|
|
|
|
|
|
(4)
Adjustment to recognize interest expense on the new debt
related to the Altra Transaction
|
(5)
Adjustment to remove interest income associated with income
earned on the investment of the proceeds of the debt financing
prior to the close of the Altra Transaction during the three months
ended March 31, 2023
|
ADJUSTED FREE CASH
FLOW
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
|
Three Months
Ended
|
|
Year
Ended
|
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
Net Cash Provided by
Operating Activities
|
|
$
201.3
|
|
$ 198.2
|
|
$
715.3
|
|
$ 436.2
|
Payments for Certain
Acquisition Costs (Net of Tax of $11.4 Million)
(a)
|
|
—
|
|
—
|
|
86.9
|
|
—
|
Adjusted Cash Flows
from Operations*
|
|
201.3
|
|
198.2
|
|
802.2
|
|
436.2
|
Additions to Property
Plant and Equipment
|
|
(30.4)
|
|
(29.2)
|
|
(119.1)
|
|
(83.8)
|
Adjusted Free Cash
Flow*
|
|
$
170.9
|
|
$ 169.0
|
|
$
683.1
|
|
$ 352.4
|
|
|
|
|
|
|
|
|
|
GAAP Net Income (Loss)
Attributable to Regal Rexnord Corporation
|
|
$
55.9
|
|
$ 101.5
|
|
$
(57.4)
|
|
$ 488.9
|
Certain Acquisition
Costs (Net of Tax of $5.9 Million) (b)
|
|
—
|
|
—
|
|
32.3
|
|
—
|
Write-Off of Bridge
Facility Costs (Net of Tax of $4.1 Million)
|
|
—
|
|
—
|
|
13.0
|
|
—
|
(Gain) Loss on Assets
Held for Sale (Zero Tax Impact)
|
|
(25.0)
|
|
—
|
|
87.7
|
|
—
|
Impairments (Net of Tax
of $0.4 Million and $1.9 Million in 2023, respectively, and $0.2
Million in 2022)
|
|
1.3
|
|
0.7
|
|
63.2
|
|
0.7
|
Adjusted Net Income
Attributable to Regal Rexnord Corporation*
|
|
$
32.2
|
|
$ 102.2
|
|
$
138.8
|
|
$ 489.6
|
|
|
|
|
|
|
|
|
|
Adjusted Free Cash Flow
as a Percentage of Adjusted Net Income Attributable to Regal
Rexnord Corporation*
|
|
530.7 %
|
|
165.4 %
|
|
492.1 %
|
|
72.0 %
|
|
|
(a)
|
Reflects the payment of
Regal Rexnord's and Altra's advisor success fees.
|
(b)
|
Reflects the charge
related to Regal Rexnord's advisor success fees.
|
ADJUSTED EFFECTIVE
TAX RATE
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
Three Months
Ended
|
|
Year
Ended
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
Income (Loss) before
Taxes
|
$
74.4
|
|
$
111.6
|
|
$
(1.6)
|
|
$
613.8
|
Provision for Income
Taxes
|
17.8
|
|
8.9
|
|
52.7
|
|
118.9
|
Effective Tax
Rate
|
23.9 %
|
|
8.0 %
|
|
(3,293.8) %
|
|
19.4 %
|
|
|
|
|
|
|
|
|
Income (Loss) before
Taxes
|
$
74.4
|
|
$
111.6
|
|
$
(1.6)
|
|
$
613.8
|
Intangible
Amortization
|
85.1
|
|
46.1
|
|
307.8
|
|
185.5
|
Restructuring and
Related Costs (a)
|
44.4
|
|
20.0
|
|
84.4
|
|
58.6
|
Share-Based
Compensation Expense (b)
|
9.1
|
|
5.5
|
|
58.2
|
|
22.5
|
Inventory and Operating
Lease Asset Step Up
|
1.6
|
|
—
|
|
54.5
|
|
5.5
|
Impairments and Exit
Related Costs
|
3.5
|
|
0.9
|
|
9.6
|
|
0.9
|
(Gain) Loss on Assets
Held for Sale and Gain on Sale of Assets (c)
|
(25.0)
|
|
—
|
|
87.1
|
|
(3.3)
|
Goodwill
Impairment
|
—
|
|
—
|
|
57.3
|
|
—
|
Transaction and
Integration Related Costs (d)
|
7.3
|
|
34.3
|
|
136.0
|
|
41.6
|
Adjusted Income before
Taxes*
|
$
200.4
|
|
$
218.4
|
|
$
793.3
|
|
$
925.1
|
|
|
|
|
|
|
|
|
Provision for Income
Taxes
|
$
17.8
|
|
$
8.9
|
|
$
52.7
|
|
$
118.9
|
Tax Effect of
Intangible Amortization
|
21.3
|
|
11.3
|
|
75.4
|
|
45.5
|
Tax Effect of
Restructuring and Related Costs
|
11.3
|
|
6.1
|
|
21.0
|
|
15.6
|
Tax Effect of
Share-Based Compensation Expense
|
4.2
|
|
1.2
|
|
10.5
|
|
3.5
|
Tax Effect of Inventory
and Operating Lease Asset Step Up
|
0.4
|
|
—
|
|
13.1
|
|
1.3
|
Tax Effect of
Impairments and Exit Related Costs
|
0.8
|
|
0.2
|
|
2.3
|
|
0.2
|
Tax Effect of Loss on
Assets Held for Sale and Gain on Sale of Assets
|
—
|
|
—
|
|
—
|
|
(0.8)
|
Tax Effect of
Transaction and Integration Related Costs
|
4.0
|
|
8.2
|
|
25.8
|
|
10.0
|
Discrete Tax
Items
|
(11.9)
|
|
5.7
|
|
(20.1)
|
|
4.3
|
Adjusted Provision for
Income Taxes*
|
$
47.9
|
|
$
41.6
|
|
$
180.7
|
|
$
198.5
|
|
|
|
|
|
|
|
|
Adjusted Effective Tax
Rate*
|
23.9 %
|
|
19.0 %
|
|
22.8 %
|
|
21.5 %
|
|
|
(a)
|
Relates to costs
associated with actions taken for employee reductions, facility
consolidations and site closures, product line exits and other
asset charges. Includes $11.8 Million of accelerated
depreciation for the three months ended December 2023 and $19.3
Million for the year ended December 2023.
|
(b)
|
Includes the impact
related to the accelerated vesting of awards for certain former
Altra employees in the first quarter 2023.
|
(c)
|
For the three months
and year ended December 31, 2023, primarily reflects the gain and
loss on assets held for sale of $25.0 million and $87.7 million,
respectively, related to the pending sale of the industrial motors
and generators businesses.
|
(d)
|
For 2023, primarily
relates to (1) legal, professional service, severance, certain
other employee compensation and financing costs and incremental net
interest expense on new debt associated with the Altra Transaction
and integration and (2) legal, professional service, and rebranding
costs associated with the pending sale of the industrial motors and
generators businesses. For 2022, primarily relates to legal
and professional service costs associated with the merger with the
Rexnord PMC business and acquisition of the Arrowhead
business.
|
ORGANIC SALES
GROWTH
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
|
Three Months
Ended
|
|
|
Industrial
Powertrain
Solutions
|
|
Power
Efficiency
Solutions
|
|
Automation
& Motion
Control
|
|
Industrial
Systems
|
|
Total Regal
Rexnord
|
Net Sales Three Months
Ended Dec 31, 2023
|
|
$
649.7
|
|
$
418.0
|
|
$
420.7
|
|
$
119.8
|
|
$ 1,608.2
|
Net Sales from
Businesses Acquired
|
|
(238.7)
|
|
—
|
|
(217.5)
|
|
—
|
|
(456.2)
|
Impact from Foreign
Currency Exchange Rates
|
|
(3.3)
|
|
(1.8)
|
|
(2.1)
|
|
(0.5)
|
|
(7.7)
|
Organic Sales Three
Months Ended Dec 31, 2023
|
|
$
407.7
|
|
$
416.2
|
|
$
201.1
|
|
$
119.3
|
|
$ 1,144.3
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales Three Months
Ended Dec 31, 2022
|
|
$
412.3
|
|
$
495.5
|
|
$
201.3
|
|
$
135.6
|
|
$ 1,244.7
|
Adjusted Net Sales
Three Months Ended Dec 31, 2022
|
|
$
412.3
|
|
$
495.5
|
|
$
201.3
|
|
$
135.6
|
|
$ 1,244.7
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended Dec
31, 2023 Organic Sales Growth %
|
|
(1.1) %
|
|
(16.0) %
|
|
(0.1) %
|
|
(12.0) %
|
|
(8.1) %
|
Three Months Ended Dec
31, 2023 Net Sales Growth %
|
|
57.6 %
|
|
(15.6) %
|
|
109.0 %
|
|
(11.7) %
|
|
29.2 %
|
|
|
|
|
|
|
|
|
|
|
|
ORGANIC SALES
GROWTH
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
|
Year
Ended
|
|
|
Industrial
Powertrain
Solutions
|
|
Power
Efficiency
Solutions
|
|
Automation
& Motion
Control
|
|
Industrial
Systems
|
|
Total Regal
Rexnord
|
Net Sales Year Ended
Dec 31, 2023
|
|
$ 2,403.5
|
|
$ 1,808.9
|
|
$ 1,516.8
|
|
$
521.5
|
|
$ 6,250.7
|
Net Sales from
Businesses Acquired
|
|
(768.3)
|
|
—
|
|
(701.4)
|
|
—
|
|
(1,469.7)
|
Impact from Foreign
Currency Exchange Rates
|
|
0.1
|
|
8.4
|
|
2.1
|
|
6.9
|
|
17.5
|
Organic Sales Year
Ended Dec 31, 2023
|
|
$ 1,635.3
|
|
$ 1,817.3
|
|
$
817.5
|
|
$
528.4
|
|
$ 4,798.5
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales Year Ended
Dec 31, 2022
|
|
$ 1,666.3
|
|
$ 2,227.2
|
|
$
772.3
|
|
$
552.1
|
|
$ 5,217.9
|
Adjusted Net Sales Year
Ended Dec 31, 2022
|
|
$ 1,666.3
|
|
$ 2,227.2
|
|
$
772.3
|
|
$
552.1
|
|
$ 5,217.9
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Dec 31, 2023
Organic Sales Growth %
|
|
(1.9) %
|
|
(18.4) %
|
|
5.9 %
|
|
(4.3) %
|
|
(8.0) %
|
Year Ended Dec 31, 2023
Net sales Growth %
|
|
44.2 %
|
|
(18.8) %
|
|
96.4 %
|
|
(5.5) %
|
|
19.8 %
|
|
|
|
|
|
PRO FORMA ORGANIC
SALES GROWTH (INCLUDING ALTRA)
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
|
Three Months
Ended
|
|
|
|
|
December 31,
2023
|
|
|
|
|
Industrial
Powertrain
Solutions
|
|
Power
Efficiency
Solutions
|
|
Automation
& Motion
Control
|
|
Industrial
Systems
|
|
Total Regal
Rexnord
|
|
Net Sales Three Months
Ended Dec 31, 2023
|
|
$
649.7
|
|
$
418.0
|
|
$
420.7
|
|
$
119.8
|
|
$
1,608.2
|
|
Impact from Foreign
Currency Exchange Rates
|
|
(7.7)
|
|
(1.8)
|
|
(2.1)
|
|
(0.5)
|
|
(12.1)
|
|
Pro Forma Organic Sales
Three Months Ended Dec 31, 2023
|
|
$
642.0
|
|
$
416.2
|
|
$
418.6
|
|
$
119.3
|
|
$
1,596.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales Three Months
Ended Dec 31, 2022
|
|
$
412.3
|
|
$
495.5
|
|
$
201.3
|
|
$
135.6
|
|
$
1,244.7
|
|
Net Sales from
Businesses Acquired
|
|
239.3
|
|
—
|
|
230.1
|
|
—
|
|
469.4
|
|
Pro Forma Adjusted Net
Sales Three Months Ended Dec 31, 2022
|
|
$
651.6
|
|
$
495.5
|
|
$
431.4
|
|
$
135.6
|
|
$
1,714.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended Dec
31, 2023 Pro Forma Organic Sales Growth %
|
|
(1.5) %
|
(a)
|
(16.0) %
|
|
(3.0) %
|
(a)
|
(12.0) %
|
|
(6.9) %
|
(a)
|
Three Months Ended Dec
31, 2023 Pro Forma Net Sales Growth %
|
|
(0.3) %
|
(b)
|
(15.6) %
|
|
(2.5) %
|
(b)
|
(11.7) %
|
|
(6.2) %
|
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Amounts adjusted to reflect pro forma organic sales
growth.
|
|
(b) Amounts adjusted to reflect pro forma net sales
growth.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRO FORMA ORGANIC
SALES GROWTH (INCLUDING ALTRA)
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
|
Year
Ended
|
|
|
|
|
December 31,
2023
|
|
|
|
|
Industrial
Powertrain
Solutions
|
|
Power
Efficiency
Solutions
|
|
Automation
& Motion
Control
|
|
Industrial
Systems
|
|
Total Regal
Rexnord
|
|
Net Sales Year Ended
Dec 31, 2023
|
|
$
2,403.5
|
|
$
1,808.9
|
|
$
1,516.8
|
|
$
521.5
|
|
$
6,250.7
|
(d)
|
Net Sales from
Businesses Acquired
|
|
234.4
|
|
—
|
|
216.7
|
|
—
|
|
451.1
|
(d)
|
Impact from Foreign
Currency Exchange Rates
|
|
(3.7)
|
|
8.4
|
|
12.8
|
|
6.9
|
|
24.4
|
|
Pro Forma Organic Sales
Year Ended Dec 31, 2023
|
|
$
2,634.2
|
|
$
1,817.3
|
|
$
1,746.3
|
|
$
528.4
|
|
$
6,726.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales Year Ended
Dec 31, 2022
|
|
$
1,666.3
|
|
$
2,227.2
|
|
$
772.3
|
|
$
552.1
|
|
$
5,217.9
|
|
Net Sales from
Businesses Acquired (a)
|
|
982.2
|
|
—
|
|
921.9
|
|
—
|
|
1,904.1
|
|
Pro Forma Adjusted Net
Sales Year Ended Dec 31, 2022
|
|
$
2,648.5
|
|
$
2,227.2
|
|
$
1,694.2
|
|
$
552.1
|
|
$
7,122.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Dec 31, 2023
Pro Forma Organic Sales Growth %
|
|
(0.5) %
|
(b)
|
(18.4) %
|
|
3.1 %
|
(b)
|
(4.3) %
|
|
(5.6) %
|
(b)
|
Year Ended Dec 31, 2023
Pro Forma Net Sales Growth %
|
|
(9.3) %
|
(c)
|
(18.8) %
|
|
(10.5) %
|
(c)
|
(5.5) %
|
|
(12.2) %
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Excludes the revenues from Altra's Jacobs Vehicle
Systems business, which was sold in April 2022.
|
|
(b) Amounts adjusted to reflect pro forma organic sales
growth.
|
|
(c) Amounts adjusted to reflect pro forma net sales
growth.
|
|
(d) Total represents Pro Forma Net Sales for the year
ended December 2023 of $6,701.8 Million.
|
|
ADJUSTED GROSS
MARGIN
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
Three Months
Ended
|
|
|
December 31,
2023
|
|
|
Industrial
Powertrain
Solutions
|
|
Power
Efficiency
Solutions
|
|
Automation
& Motion
Control
|
|
Industrial
Systems
|
|
Total Regal
Rexnord
|
Net Sales
|
|
$
649.7
|
|
$
418.0
|
|
$
420.7
|
|
$
119.8
|
|
$ 1,608.2
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
|
|
$
226.5
|
|
$
135.4
|
|
$
169.6
|
|
$
31.7
|
|
$
563.2
|
Restructuring and
Related Costs (a)
|
|
6.5
|
|
2.5
|
|
1.1
|
|
—
|
|
10.1
|
Inventory and Operating
Lease Asset Step Up
|
|
1.8
|
|
—
|
|
(0.2)
|
|
—
|
|
1.6
|
Adjusted Gross
Margin
|
|
$
234.8
|
|
$
137.9
|
|
$
170.5
|
|
$
31.7
|
|
$
574.9
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
%
|
|
34.9 %
|
|
32.4 %
|
|
40.3 %
|
|
26.5 %
|
|
35.0 %
|
Adjusted Gross Margin
%
|
|
36.1 %
|
|
33.0 %
|
|
40.5 %
|
|
26.5 %
|
|
35.7 %
|
(a)
|
Relates to costs
associated with actions taken for facility consolidations and site
closures, product line exits and other asset charges.
Includes $11.8M accelerated depreciation.
|
ADJUSTED GROSS
MARGIN
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
Year
Ended
|
|
|
December 31,
2023
|
|
|
Industrial
Powertrain
Solutions
|
|
Power
Efficiency
Solutions
|
|
Automation
& Motion
Control
|
|
Industrial
Systems
|
|
Total Regal
Rexnord
|
Net Sales
|
|
$ 2,403.5
|
|
$ 1,808.9
|
|
$ 1,516.8
|
|
$
521.5
|
|
$ 6,250.7
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
|
|
$
844.1
|
|
$
524.9
|
|
$
582.4
|
|
$
115.9
|
|
$ 2,067.3
|
Restructuring and
Related Costs (a)
|
|
11.2
|
|
21.8
|
|
3.7
|
|
—
|
|
36.7
|
Inventory and Operating
Lease Asset Step Up
|
|
40.5
|
|
—
|
|
14.0
|
|
—
|
|
54.5
|
Adjusted Gross
Margin
|
|
$
895.8
|
|
$
546.7
|
|
$
600.1
|
|
$
115.9
|
|
$ 2,158.5
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
%
|
|
35.1 %
|
|
29.0 %
|
|
38.4 %
|
|
22.2 %
|
|
33.1 %
|
Adjusted Gross Margin
%
|
|
37.3 %
|
|
30.2 %
|
|
39.6 %
|
|
22.2 %
|
|
34.5 %
|
|
|
|
|
|
|
|
|
|
|
|
ADJUSTED GROSS
MARGIN
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
(Dollars in
Millions)
|
Year
Ended
|
|
|
December 31,
2022
|
|
|
Industrial
Powertrain
Solutions
|
|
Power
Efficiency
Solutions
|
|
Automation
& Motion
Control
|
|
Industrial
Systems
|
|
Total Regal
Rexnord
|
Net Sales
|
|
$ 1,666.3
|
|
$ 2,227.2
|
|
$
772.3
|
|
$
552.1
|
|
$ 5,217.9
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
|
|
$
653.8
|
|
$
611.1
|
|
$
274.8
|
|
$
130.0
|
|
$ 1,669.7
|
Restructuring and
Related Costs (a)
|
|
19.1
|
|
14.5
|
|
12.1
|
|
1.3
|
|
47.0
|
Inventory Step
Up
|
|
3.0
|
|
—
|
|
2.5
|
|
—
|
|
5.5
|
Adjusted Gross
Margin
|
|
$
675.9
|
|
$
625.6
|
|
$
289.4
|
|
$
131.3
|
|
$ 1,722.2
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
%
|
|
39.2 %
|
|
27.4 %
|
|
35.6 %
|
|
23.5 %
|
|
32.0 %
|
Adjusted Gross Margin
%
|
|
40.6 %
|
|
28.1 %
|
|
37.5 %
|
|
23.8 %
|
|
33.0 %
|
|
|
(a)
|
Relates to costs
associated with actions taken for facility consolidations and site
closures, product line exits and other asset charges. 2023
includes $19.3M accelerated depreciation.
|
PRO FORMA NET INCOME
TO ADJUSTED EBITDA
|
|
|
|
|
Unaudited
|
|
|
|
|
|
(Dollars in
Millions)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31, 2022
|
Pro Forma Net
Sales
|
$
1,714.1
|
|
$
6,701.8
|
|
$
7,162.1
|
Nets Sales from
Businesses Divested/to be Exited (a)
|
—
|
|
—
|
|
(40.1)
|
Pro Forma Adjusted Net
Sales
|
$
1,714.1
|
|
$
6,701.8
|
|
$
7,122.0
|
|
|
|
|
|
|
Pro Forma Net Income
(Loss)
|
$
42.3
|
|
$
(84.4)
|
|
$
277.3
|
Plus: Income
Taxes
|
(2.1)
|
|
45.3
|
|
88.0
|
Plus: Interest
Expense
|
128.6
|
|
463.3
|
|
428.0
|
Less: Interest
Income
|
(2.0)
|
|
(14.4)
|
|
(5.2)
|
Plus:
Depreciation
|
47.6
|
|
181.5
|
|
189.8
|
Plus:
Amortization
|
86.9
|
|
346.2
|
|
348.7
|
Pro Forma
EBITDA
|
301.3
|
|
937.5
|
|
1,326.6
|
Plus: Restructuring and
Related Costs
|
19.1
|
|
85.8
|
|
65.5
|
Plus: Share-Based
Compensation Expense
|
8.7
|
|
61.8
|
|
37.8
|
Plus: Inventory and
Operating Lease Asset Step Up
|
—
|
|
54.5
|
|
15.3
|
Plus: Impairments and
Exit Related Costs
|
2.8
|
|
9.6
|
|
14.1
|
Plus: Loss on Assets
Held for Sale and Gain on Sale of Assets
|
—
|
|
87.1
|
|
(3.3)
|
Plus: Goodwill
Impairment
|
—
|
|
57.3
|
|
—
|
Plus: Transaction and
Integration Related Costs
|
30.1
|
|
98.9
|
|
39.1
|
Less: Jacobs Vehicle
Systems Adjusted EBITDA
|
—
|
|
—
|
|
(9.3)
|
Pro Forma Adjusted
EBITDA
|
$
362.0
|
|
$
1,392.5
|
|
$
1,485.8
|
|
|
|
|
|
|
Pro Forma Adjusted
EBITDA Margin %
|
21.1 %
|
|
20.8 %
|
|
20.9 %
|
|
|
|
|
|
|
(a) This
represents Altra's Jacobs Vehicle Systems net sales, which was sold
in April 2022.
|
PROFORMA NET
INCOME
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
(Dollars in
Millions)
|
|
|
|
|
|
|
|
The following proforma
net income has been prepared in accordance with Article 11 of
Regulation S-X in order to give effect to the Altra Transaction and
related debt financing as if they had occurred on January 2, 2022,
the first day of Regal Rexnord's fiscal year 2022.
|
|
|
|
|
|
|
|
Regal
Rexnord
Three Months
Ended
December 31,
2022
|
Altra Three
Months Ended
December 31,
2022
|
Transaction
Accounting
Adjustments -
Altra
Transaction
(Note 1)
|
Transaction
Accounting
Adjustments -
Debt
Financing
(Note 2)
|
Proforma
Combined
|
Net Income
|
102.7
|
22.3
|
(15.9)
|
(66.8)
|
42.3
|
|
|
|
|
|
|
Note 1 - Proforma
Transaction Accounting Adjustments - Altra
Transaction
|
|
|
|
Property, Plant and
Equipment Depreciation Step Up(1)
|
$
(5.7)
|
|
|
Incremental Charge in
Amortization of Intangible Assets(2)
|
(21.5)
|
|
|
Removal of Historical
Altra Interest Expense(3)
|
11.3
|
|
|
|
|
|
(15.9)
|
|
|
|
|
|
|
|
|
(1) Adjustment for
incremental depreciation expense relating to the estimated
preliminary step-up in fair value of Property, Plant and
Equipment
|
(2) Adjustment for
incremental amortization expense relating to the estimated
preliminary fair value of intangible assets recognized in the Altra
Transaction
|
(3) Adjustment to
remove interest expense related to the Altra debt that was settled
in connection with the Altra Transaction
|
|
|
|
|
|
|
Note 2 - Proforma
Transaction Accounting Adjustments - Debt Financing
|
|
|
New Interest Expense on
Debt Financing(4)
|
(66.8)
|
|
|
|
|
|
|
|
(4) Adjustment to
recognize interest expense on the new debt related to the Altra
Transaction
|
|
|
|
|
|
|
PROFORMA NET
INCOME
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
(Dollars in
Millions)
|
|
|
|
|
|
|
|
The following proforma
net income has been prepared in accordance with Article 11 of
Regulation S-X in order to give effect to the Altra Transaction and
related debt financing as if they had occurred on January 2, 2022,
the first day of Regal Rexnord's fiscal year 2022.
|
|
|
|
|
|
|
|
Regal
Rexnord Year
Ended
December 31,
2022
|
Altra Year
Ended
December 31,
2022
|
Transaction
Accounting
Adjustments -
Altra
Transaction
(Note 1)
|
Transaction
Accounting
Adjustments -
Debt
Financing
(Note 2)
|
Proforma
Combined
|
Net Income
|
494.9
|
127.0
|
(77.4)
|
(267.2)
|
277.3
|
|
|
|
|
|
|
Note 1 - Proforma
Transaction Accounting Adjustments - Altra
Transaction
|
|
|
|
Inventory
Step-up(1)
|
$
(5.8)
|
|
|
Property, Plant and
Equipment Depreciation Step-up(2)
|
(22.8)
|
|
|
Incremental Charge in
Amortization of Intangible Assets(3)
|
|
|
(85.1)
|
|
|
Transaction
Costs(4)
|
|
|
(3.3)
|
|
|
Removal of Historical
Altra Interest Expense(5)
|
39.6
|
|
|
|
|
|
(77.4)
|
|
|
|
|
|
|
|
|
(1) Adjustment for the
runoff of inventory relating to the estimated preliminary step-up
in fair value of Inventories
|
(2) Adjustment for
incremental depreciation expense relating to the estimated
preliminary step-up in fair value of Property, Plant and
Equipment
|
(3) Adjustment for
incremental amortization expense relating to the estimated
preliminary fair value of intangible assets recognized in the Altra
Transaction
|
(4) Adjustment for
additional transaction costs to be incurred by Regal Rexnord,
consisting primarily of estimated expense for employee retention
bonuses
|
(5) Adjustment to
remove interest expense related to the Altra debt that was settled
in connection with the Altra Transaction
|
|
|
|
|
|
|
Note 2 - Proforma
Transaction Accounting Adjustments - Debt Financing
|
|
|
New Interest Expense on
Debt Financing(6)
|
(267.2)
|
|
|
|
|
|
|
|
(6) Adjustment to
recognize interest expense on the new debt related to the Altra
Transaction
|
|
|
|
|
|
|
View original
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SOURCE Regal Rexnord Corporation