Q4 2023 Regal Rexnord Corp Earnings Call

Participants

Louis Vernon Pinkham; CEO & Director; Regal Rexnord Corporation

Robert Douglas Barry; VP of IR; Regal Rexnord Corporation

Robert J. Rehard; VP & CFO; Regal Rexnord Corporation

Christopher D. Glynn; MD & Senior Analyst; Oppenheimer & Co. Inc., Research Division

Jeffrey David Hammond; MD & Equity Research Analyst; KeyBanc Capital Markets Inc., Research Division

Joseph Alfred Ritchie; VP & Lead Multi-Industry Analyst; Goldman Sachs Group, Inc., Research Division

Julian C.H. Mitchell; Research Analyst; Barclays Bank PLC, Research Division

Michael Patrick Halloran; Associate Director of Research & Senior Research Analyst; Robert W. Baird & Co. Incorporated, Research Division

Nigel Edward Coe; MD & Senior Research Analyst; Wolfe Research, LLC

Walter Scott Liptak; MD & Senior Industrials Analyst; Seaport Research Partners

Presentation

Operator

Good morning, and welcome to the Regal Rexnord Fourth Quarter 2023 Earnings Conference Call. (Operator Instructions) Please note, this event is being recorded.
And now I would like to turn the conference over to Robert Barry, Vice President of Investor Relations. Please go ahead.

Robert Douglas Barry

Great. Thank you, operator. Good morning, and welcome to Regal Rexnord's Fourth Quarter 2023 Earnings Conference Call. Joining me today are Louis Pinkham, our Chief Executive Officer; and Rob Rehard, our Chief Financial Officer.
I'd like to remind you that during today's call, you may hear forward-looking statements related to our future financial results, plans and business operations. Our actual results may differ materially from those projected or implied due to a variety of factors, which we describe in greater detail in today's press release and in our reports filed with the SEC, which are available on the regalrexnord.com website.
On Slide 3, we state that we are presenting certain non-GAAP financial measures that we believe are useful to our investors, and we have included reconciliations between the non-GAAP financial information and the GAAP equivalent in the press release and in these presentation materials.
Turning to Slide 4. Let me briefly review the agenda for today's call. Louis will lead off with his opening comments and an overview of our 4Q performance, Rob Rehard will then provide our fourth quarter financial results in more detail and lay out our 2024 guidance. We'll then move to Q&A, after which, Louis will have some closing remarks.
And with that, I'll turn the call over to Louis.

Louis Vernon Pinkham

Thanks, Rob, and good morning, everyone. Thanks for joining us to discuss our fourth quarter earnings to get an update on our business and for your continued interest in Regal Rexnord. Our team ended 2023 on a high note, achieving fourth quarter adjusted diluted earnings per share of $2.28, in line with our guidance midpoint. We also delivered very strong adjusted free cash flow of $171 million, which exceeded our expectations and we realized 40 basis points of adjusted EBITDA margin expansion on a pro forma basis despite continuing to confront destocking and end market headwinds that weighed on our sales.
For the year, the Regal Rexnord team delivered $683 million of adjusted free cash flow, firmly above our $650 million plus commitment and nearly double 2022. This allowed us to make significant progress paying down debt and lowering our interest costs. Truly outstanding performance much of it due to the team's disciplined execution on working capital. We also made significant progress on margins with adjusted gross margins up 150 basis points versus prior year. And adjusted EBITDA margins on a pro forma basis were down 10 basis points versus prior year, even while facing market headwinds.
There were many drivers of this strong margin performance, but a key contributor was our IPS and AMC teams achieving $65 million of cost synergies in 2023. They are on track to deliver another $90 million in 2024.
The past year has also been one of transformational portfolio change for Regal Rexnord. We added Altra, while also reaching an agreement to sell the motors and generators businesses that comprise the majority of our Industrial Systems segment. We now have line of sight to the portfolio we plan to grow with going forward. It is one where our IPS segment, which will represent roughly 40% of our pro forma sales has unrivaled scale and scope across the industrial powertrain market, a powerful advantage that should allow us to provide a differentiated offering and service levels to our customers, helping us grow.
In 2023, we saw approximately $70 million of incremental sales from cross-marketing and the industrial powertrain subsystem solution which beat our expectations by roughly 10%. We also now have a meaningful presence in motion control with our AMC segment representing roughly 25% of our pro forma sales which has highly attractive secular growth characteristics, exceptional product and technology differentiation and provides a platform to support strong organic and inorganic growth opportunities. In short, we are proud of all that we have achieved in the past year, but more importantly, extremely excited about our future prospects.
Helping drive this progress and poised to execute so much value creation in 2024 and beyond is our dedicated global team of Regal Rexnord Associates. For their hard work and disciplined execution, I want to thank them for a strong fourth quarter, which capped off a very positive 2023.
Turning back to our fourth quarter performance. Sales in the quarter were up 29.2%, but down 6.9% on a pro forma organic basis as we continue to see destock headwinds and weaker end market demand, particularly in our PES segment and in our factory automation business within AMC. Orders in the quarter were down 6% on an organic daily basis. And while January was off to a somewhat stronger start, we expect first quarter orders to be down at a mid-single-digit rate versus prior year.
Despite fourth quarter top margins in the quarter were strong. Our adjusted gross margin came in at 35.7%, reflecting synergy gains, 80/20 lean actions as well as some favorable segment mix. Our adjusted EBITDA came in at $346.5 million. This translates to roughly a $1.4 billion annual run rate and highlights how we have built scale and scope into what we believe is a sustainable competitive advantage. Adjusted EBITDA margin of 21.5% was up 40 basis points versus the prior year on a pro forma basis. That translates to a deleverage rate of 14.6% solid performance by our team.
Lastly, what I believe was the key highlight of the quarter, we delivered $171 million of free cash flow resulting in $683 million for the year, aided by overdriving working capital improvements, in addition to the strong operational execution sharing. We paid down $117 million of debt in the quarter, and our net debt fell by over $153 million. We remain laser-focused on paying down our debt, and I believe we can be close to 3x levered at the end of 2024. Strong free cash flow is a fundamental attribute of our Regal Rexnord portfolio. It long has been, and we are accelerating it. With this strong free cash flow, we anticipate substantial value creation tied to capital deployment for many years to come.
Shifting focus, you may recall that each quarter, I've been spending a few minutes introducing our principal AMC businesses to help investors better appreciate how we are well positioned to accelerate profitable growth. This quarter, I would like to spend a couple of minutes discussing Micro Motion, where we make small, ultra high-performance motors, controllers and encoders primarily for the medical, aerospace and industrial markets. Our Micro Motion division grew 22% in 2023, and roughly 15 points of that growth can be directly tied to share gains supported by a robust pipeline of new products and improved service levels.
This is important because it reinforces the success that comes from being part of Regal Rexnord. This division had relatively flat sales for more than 5 years, mainly due to operational obstacles. We rigorously applied the Regal Rexnord business system, address capacity constraints and improve service levels since the acquisition, which allowed the Micro Motion team to work down a significant backlog. Service levels that had once restrained growth have now become a competitive advantage and are helping the business take share.
In addition, as part of our Regal Rexnord business system, we have been investing in this business. And in one -- only a few quarters, we accelerated key product launches and built a solid organic growth funnel to drive long-term growth.
The division's markets are also well positioned to benefit from strong secular growth tailwinds tied to increased access to medical care, transition to battery-powered equipment and making air travel more sustainable. In addition to leveraging our Micro Motion division's long-standing technology leadership and deep application expertise, we have been making meaningful investments in R&D to significantly raise our new product vitality as our growth in outgrowth metrics demonstrate, we have solid momentum.
Some examples of the innovations driving these results are pictured along the bottom of this slide. Starting on the left, our products for new medical injector pens, devices used for injecting medication under the skin. We have started providing customers with a complete drive subsystem solution, which includes a micro motor encoder, gearing and lead screw. Providing this solution makes assembling these pins easier for our customers while also helping to optimize their performance.
Arthroscopic shavers are highly engineered surgical tools used to perform arthroscopic surgeries by cleaning and removing soft tissues between bone joints. Our durable high precision motor at the heart of this device has doubled the product life as compared to competing products.
The Bone Mill application contains our micro motor developed for a customer that wanted to shift from a manual to an automated advice. This required a precisely controlled power output range and an ability to withstand autoclaving. A combination of attic that our competitors were not able to provide. This is a great example where our application expertise, plus our broader high-precision motor and controls technology resulted in a highly value-add and differentiated product.
Lastly, battery torque wrenches are used in industrial applications where a precise application of torque is critical. Our next-generation solution is a micro motor that meets all standard performance criteria, but is also 50% faster, 15% lighter, 5% smaller and 20% more energy efficient than the next leading competitor.
So stepping back, when I consider this division's robust new product pipeline and the progress we have made on operational excellence and service levels, I see a business well positioned for strong and accelerating our growth with confidence that we will grow at high single digits or better for the next few years.
With that said, I will now turn the call over to Rob to take you through our fourth quarter segment financial performance and discuss our 2024 guidance.

Robert J. Rehard

Thanks, Louis, and good morning, everyone. I'd also like to thank our global team for their hard work right up to year-end to deliver a strong close to 2023, while continuing to drive the many initiatives we have underway to accelerate profitable growth.
Now let's review our operating performance by segment. Starting with Automation and Motion Control, or AMC, organic sales in the fourth quarter, pro forma for the Altra acquisition were down 3% to the prior year, reflecting strength in the aerospace, data center and medical markets, tempered by weakness in the global discrete automation and food and beverage markets.
Notably, for the full year 2023, organic sales growth for the AMC segment is up 3.1% on a pro forma basis. Adjusted EBITDA margin in the quarter was 24.8%, in line with our expectations and up 90 basis points versus the prior year period on a comparable pro forma basis. The margin performance reflects favorable price/cost, pockets of strength in mixed positive markets such as data center, aerospace and medical, along with synergy realization and good discretionary cost management.
Orders in AMC on a pro forma organic basis were down just under 5% in the fourth quarter on a daily basis, a significant improvement versus recent quarters. For perspective, we expected orders to decline in the quarter versus prior year, driven by a couple of factors. One, as supply chain and lead times normalize, we have been addressing customer demand by working down an elevated AMC backlog. We made good progress on this front in the fourth quarter. Though AMC's backlog still remains roughly 35% above normal, a factor we think bodes well for top line improvement as 2024 unfolds.
Second, as anticipated when we reported third quarter, we continue to see softness in our short-cycle discrete factory automation business. While short-cycle automation orders stabilized in the quarter, which helped overall segment order rates, short cycle orders are still not growing, and we do not expect to see growth in short-cycle automation until later in 2024, consistent with our prior expectations. In January, book-to-bill tracked at roughly 1.14, with orders down approximately 5%.
Turning to Industrial Powertrain Solutions or IPS. Pro forma organic sales in the fourth quarter were down 1.5% versus the prior year and slightly above our expectations. Growth in the quarter mainly reflects strength in the aerospace energy markets, partly offset by weakness in alternative energy and the food and beverage markets. Adjusted EBITDA margin in the quarter for IPS was 24%, in line with our expectation and up 20 basis points versus the prior year on a pro forma basis. We are very pleased to see a nice sequential improvement, IPS's adjusted EBITDA margins.
Margin performance in the quarter reflects tailwinds from synergies, along with continued discretionary cost management. Net of headwinds from lower volumes, weaker mix and as anticipated last quarter, cost to maintain quality and service levels for our customers during a period of peak synergy-related footprint moves. Pro forma organic orders in IPS were down 1.9% in the fourth quarter on a daily basis. In January, book-to-bill tracked at 1.16 and orders were up just over 1%.
Turning to Power Efficiency Solutions or PES. Organic sales in the fourth quarter were down 16% from the prior year, below our expectations. The shortfall in performance was driven almost entirely by continued channel destocking activity and weaker demand in the North America residential furnace market, which we attribute to warmer weather, higher-than-estimated channel inventories and weaker underlying demand. We expect furnish to remain a headwind in the first quarter. While weather appeared to have tracked more favorably in January, we think furnace destock pressure will remain, given channel inventories were quite elevated entering this year.
The adjusted EBITDA margin in the quarter for PES was 18.1%, up 10 basis points versus the prior year period and in line with our expectations. Key contributors to the PES margin performance were improved operational efficiencies net of lower volumes. We also continue to selectively deploy 80/20 across the business to move away from lower-margin business and focus the majority of resources on growing our most attractive Quad 1 business.
As we reflect on 2023, we are very pleased with the disciplined execution of our PES team, which achieved relatively stable margins at a healthy high teens level despite sizable top line headwinds.
Shifting to orders. Orders of PES for the fourth quarter were down just under 10% on a daily basis. Book-to-bill tracked at 1.2 in January and orders were up just over 3%. While it is encouraging to see this inflection in PES orders, it is still early, and therefore, we will remain conservative in our expectations until we see that the improved rates are sustainable.
On the following slide, we highlight some additional financial updates for your reference. Notably, on the right side of this page, you'll see we ended the quarter with total debt of $6.38 billion, down $117 million and net debt of $5.7 billion down $153 million versus the end of the third quarter. Net debt to pro forma adjusted EBITDA, including synergies, is now 3.8, and our interest coverage ratio is approximately 3.4.
Adjusted free cash flow in the quarter was very strong, coming in at $170.9 million and nicely above our expectations. For the year, we generated adjusted free cash flow of $683.1 million, nearly double the prior year level.
Throughout the year, the teams continue to do a great job driving strong free cash flow performance, in particular, by lowering inventories, performance that has allowed us to make significant progress paying down our debt.
Moving to outlook. Since markets and destock dynamics remain volatile, and we are a fairly short cycle business, we set our initial 2024 outlook with incremental conservatism and so biased our 2024 growth rate assumptions towards reflecting current end market initiatives. As you can see on this slide, we are introducing guidance for 2024 adjusted earnings per share to be in a range of $9.75 to $10.55, which implies a midpoint value of $10.15. Underpinning the guidance midpoint is an assumption that revenue is down slightly to prior year to approximately $6.65 billion, and adjusted EBITDA margin is up just over 100 basis points versus the prior year to approximately 22%.
Note that this guidance factors a full year of performance for the industrial motors and generators businesses, which we announced late last year that we are selling a transaction still on track to close in the first half of this year.
The table on the right-hand side of this slide outlines these key guidance points, as well as the sales growth assumptions at the low and high end of our EPS range. Note that the primary difference between the low and high ends of our adjusted earnings guidance range is the assumption for top line performance which is also noted on this slide.
For 2024, we also expect to generate at least $700 million of free cash flow. The combination of the cash flow we expect to generate this year plus anticipated net cash proceeds from selling the industrial businesses should also pay down most of our variable rate debt in 2024, which in turn, would lower our net debt to adjusted EBITDA ratio from 3.8 at the end of 2023 to approximately at the end of 2024.
Finally, at the bottom of the table, includes assumptions to help investors model below the line items. Once again, all of the modeling items factor a full year performance for the industrial motors and generators businesses.
On this slide, we provide more specific expectations for our first quarter and full year performance by segment, on revenue and adjusted EBITDA margin. Note that the performance indicated for these metrics is on a year-over-year pro forma basis. For AMC, we anticipate a low to mid-single-digit sales decline in the first quarter, with margins up modestly. We expect modest growth in sales and margins for the year, implying incremental strength in the second half, mainly as our results in discrete automation are expected to improve. Overall, we see continued strength in the data center, aerospace and medical markets within AMC, net of headwinds in factory automation and food and beverage.
For IPS, we also expect a low- to mid-single-digit sales decline in the first quarter and roughly flat margins. For the year, we expect sales to be down low single digits and for adjusted EBITDA margins to be up roughly 200 basis points. Broadly sluggish end markets, especially food and beverage and general industrial are expected to weigh on top line performance, while tailwinds from synergies, net of anticipated mix pressure and select growth investments should drive nice margin gains.
For PES, we anticipate a low double-digit to low teens top line decline in the first quarter, largely tied to furnace destocking and weak underlying HVAC end markets. Margins are expected to be up roughly 300 basis points versus the prior year to a level in the mid-teens, which is slightly below recent segment performance, mostly due to mix. For the year, we assume sales are flat and margins are up roughly 50 basis points.
Within PES, we assume a low single-digit decline in the Resi HVAC portion of the business on furnace destock and weak underlying end market demand, with first quarter down, second quarter up slightly and the back half up mid-single digits on the absence of destocking headwinds. We assume the commercial HVAC business is up slightly for the year, with growth in North America, but declines in Europe. Lastly, for Industrial, we expect a low double-digit top line decline in first quarter, but stable margins versus the comparable prior year period.
For the year, we expect low to mid-single-digit top line declines, However, we expect margins to be up slightly in the year. We assume ongoing cost actions and operational improvements will help improve margins, despite top line headwinds tied to destocking and weak global industrial end markets.
Before turning the call over to the operator for questions, I'd like to acknowledge that while 2023 challenged us with often significant in market and destocking headwinds, I think our teams did a great job executing many permanent structural improvements to our business, ranging from significantly enhancing our cost structure by executing synergies, 80/20 and lean actions to managing the significant portfolio transformation we achieved by closing the Altra acquisition and announcing the sale of our industrial business.
As we look ahead to 2024, our teams remain excited about the opportunities in front of us. Controllable opportunities to drive significant margin upside to meaningfully lower our leverage and to advance our organic growth initiatives, many of which are tied to a healthy pipeline of differentiated and often more environmentally friendly new products.
And with that, operator, we are ready to take questions.

Question and Answer Session

Operator

(Operator Instructions) And our first question is coming from Mike Halloran from Baird.

Michael Patrick Halloran

So first, just on the expectations laid out in the guidance and kind of what's changed here. If I listen to the comments, it sounds like a conservative approach makes sense. Has anything really changed in your thought process over the last 3 months or so? It doesn't seem like it. I mean if anything, you've seen a little better order start to the year, which you're just hesitant to roll through too quickly. And then related, how do you think about the sequential for the year? Is there a fundamental improvement embedded in the guide as you get to the back half of the year? Or is this just comps easier, destock goes away and kind of relatively normal sequentials from here?

Louis Vernon Pinkham

Yes, Mike. Great questions. Thank you. So first, what has changed. I'd say, in fourth quarter, our teams performed extremely well. IPS in particular, executed very nicely. The margin lift is exactly what we expected, really solid performance, AMC as well. A bit more headwinds, though, for PES. And really it was the residential HVAC, but the destock furnace that is extending beyond what we anticipated. And we believe that, that will continue into '24 with resi HVAC, which is about 30% of that segment being down high double digits, so 15% to 20% in first quarter and then improving through the year, but down overall for the year. So that would be the main surprise for us.
And then as we think about the planning for '24, we expect our first half and second half sales levels to be weighted about 49%, 51% first half, second half, about a 2.5 point spread. Now the driver of that is we expect destocking to end in the first half, both in residential HVAC and in factory automation. And so then a slide up split in the second half. We're not banking on a significant uplift in the second half, but that could be a catalyst for us if that changes. But right now, it's, like I said, 49/51-ish, of course, that would mean for us, first half sales growth would be down year-over-year and second half growth would be up year-over-year. Hopefully, that helps.

Michael Patrick Halloran

No, it did. And then maybe stick to that factory automation piece, that's one where you look back last quarter, the shorter cycle side was softer but your project, at least, the front log of opportunity is still really strong. Maybe you could talk about what you're seeing there and then what gives you the confidence in how you think about the back half of the year?

Louis Vernon Pinkham

Yes. So you kind of hit on the nail in the head of that with the way you described. Sequentially, we saw orders improve in that factory automation business. A lot of the longer cycle, though, orders are strong, so it gives us confidence in the second half, although the shorter cycle did improve quarter-over-quarter, but not yet to a year-over-year improvement. And so we see destocking continuing into the first half and then slightly rebounding in the second half, and that's really, again, the longer cycle orders and the destocking strengthening H2 for us.

Operator

And our next question comes from Nigel Coe from Wolfe Research.

Nigel Edward Coe

Very good color. And Rob, now you've given the quarterly guidance, so there's no going back to. So -- just want to pick up on your assumptions around resi HVAC. I know it's a subset of PES, which is a subset of your business. But -- the down for the full year, down volumes for the full year. I understand 1Q is driving that. But -- that seems a lot more conservative than perhaps your customers' outlook. And for example, carriers, I think guidance for mid-to digit volume growth in 2024. So I would have thought that you would outperform the OEMs given the inventory destock you're lapping in 2023. So maybe just talk about what's informed in your opinion on that outlook for '23 -- '24? Are you seeing any benefits from the transition to 454(inaudible) , anything like that?

Louis Vernon Pinkham

Yes. So Nigel, it's a great question. And I'd tell you the markets are still murky here. When you think about how we entered Q4, we were expecting even more strength than we saw and furnace destock extended beyond Q4, and now we're saying first half. Until we see some good trends that would support volume growth in '24, we're not going to model that. We're going to take a prudent approach and plan for what we're seeing in the market today. Even what we're seeing in the today though, given what we're -- the first quarter forecast for us, we're going to need an uplift in the second half of about 6 points. So could it be more? Maybe. So that would be upside for us. And when we see that trend, we'll certainly guide to it. But for now, we're not confident enough, and so we're not guiding beyond what I've already stated.
And then specific to your question -- sorry, sorry, Nigel. Specific to your question on the GWP implementation, really, we're not factoring in any impact to that transition at this time. We're not seeing any upside or benefit from it yet. And as you probably know, the final rule would require that you can't install anything manufactured after January 1, 2025 -- after January 1, 2025. That's going to put a lot of pressure on the supply chain. And so our guess is that the final rule will be modified so that you can install through January 1, 2026, what's manufactured through January 1, 2025. So right now, we're not expecting any major implications from the GWP implementation.

Nigel Edward Coe

Okay. That's good color. And then on the 4Q restructuring, pretty heavy sort of restructuring investment in 4Q. Is that all M&A integration related? Or is there additional restructuring actions over and above the PMC and Altra integrations? Just wondering if there's anything dialed in for over and above that $90 million of integration savings?

Robert J. Rehard

Yes. So the restructuring and related in the quarter was really mostly around the integration type work that we're doing for IPS and AMC. There was some in PES as we have done some product line setups associated with some (inaudible) that we're doing there that were also embedded in the quarter. But aside from that, it's really all around integration activities.

Operator

And we have a question now from James Picariello from KeyBanc.

Jeffrey David Hammond

This is actually Jeff Hammond. I know what happened there. The EBITDA margins, I think you're guiding to '22. I think at a conference in the fall, you said, hey, we can get to 25% by '25, so big leap. But I understand industrial comes out. So I'm just wondering if you could level set us on. One, you're confident in that 25% by '25. And two, what '24 would look like if you kind of took out industrial for the full year?

Louis Vernon Pinkham

Yes. So Jeff, thanks for the question. The comment that was made in the fall was exiting '25. But nevertheless, we feel very confident in our ability to get to that 25% EBITDA margin. So the way to just do dramatically is 22% in '24. Industrial will actually help about 100 basis points of uplift. And so call it, 23% in '24. We will expect another $65 million of synergies in '25 and then assume some growth because we would expect '25 to start to rebound as our markets start to return, and then we'll continue to do what we do. We'll drive 80/20. We'll drive lean. I feel really good about our new product development and the mix positive gross margins. As a reminder, we expect to double our mortality coming out of '25 and showed all of those things plus a normalization of markets, in particular, short-cycle industrial, resi HVAC, all of that gives us confidence in our ability to execute to a 25% EBITDA margin.

Jeffrey David Hammond

Okay. That's really helpful, Louis. Last quarter, you called out some challenges with plant moves, and I'm just wondering, one, what the impact was in 4Q? And two, if you feel confident that's all behind you?

Robert J. Rehard

Yes. We did indicate that we had some costs that we expected about $6 million at the time. We actually track closer to $4 million in the quarter, so below our initial expectations. And yes, those costs are now behind us, and we don't expect that to repeat as we move through 2024.

Jeffrey David Hammond

Okay. And then just last one on free cash. I think you were saying earlier, maybe $800 million of free cash flow for this year. I think you said $700 million. Is that just timing around working capital or maybe just speak to the upside around continuing to pull working capital out of the business?

Robert J. Rehard

Sure. First of all, similar to way we're approaching earnings guide in '24. We're being a bit conservative in our free cash flow guidance as we start the year. But adding to that, some of the decline is due to the outperformance we saw in 2023 around inventory reduction. If you recall, we said we would -- expect about $200 million to $225 million in cash from inventory in 2023, and we actually ended the year with inventory related inflows $255 million.
So significant improvement there from what we had originally thought. Again, we still expect another $50 million in '24, but that is a bit of a year-over-year headwind. The other side of this is just our guidance is aligned now to the $700 million in addition to what I just talked about.
I mean when you -- when we think about cash here at the level -- we're also thinking about free cash flow per share, and that's about $10 and our free cash flow yield now over 7%. And -- so we're cash -- incredibly important to us. We're going to continue to drive that every year and pay down our debt. And -- but really, from the standpoint of looking to drive an investment opportunity for us. As we look at our business, we think that this is a compelling investment opportunity for RRX. And based on what I just talked about, over $10 a share and a yield of over 7%.

Operator

We have a question now from Deepak Mathivanan from Barclays.

Julian C.H. Mitchell

It's Julian here. Just a quick question, first off, around maybe earnings seasonality. You talked about the revenue progression earlier in this call. I guess if I'm thinking about the first quarter, it looks like maybe flattish EBITDA sequentially sort of $3.45 to $3.50 or something company-wide. And then just trying to understand sort of how do we think about the second quarter? You classically get that nice sequential lift from PES, maybe that's more muted this year for the well-rehearsed resi HVAC headwinds. So maybe just any help around how much of the year are we getting in the first half on EBITDA and anything moving around below the line aside from interest expense reduction through the year?

Robert J. Rehard

Yes. First of all, your first quarter, I think -- you think about it maybe a little bit less on the sequential side. It may be on a year-over-year pro forma flat from an EBITDA perspective, with margins roughly in line with maybe 100 basis points on a pro forma basis versus prior year. So think about first quarter like that. And then progression as we move through the year. So to your point, would we expect to see nice progression as we move into the second quarter. Yes, we would off of that first quarter, but we still expect growth rates to be down in the second quarter and not move to positive until we get to the back half. But we would absolutely expect to see progression from Q1 to Q2.

Julian C.H. Mitchell

That's helpful. And then just my second question would be around -- if we're trying to think about sort of IPS, what's happening there. You've talked about that mix headwind on the slides a bit, so maybe go into some detail there. And I guess when you're thinking about that sort of margin progression through the year, you sort of, I think, flattish guide for Q1 on margins, decent increase for the year. So is that kind of assuming that the mix headwinds dissipate through the year as it goes? Maybe just any help around that.

Louis Vernon Pinkham

Yes. So Julian, there's some mix headwinds that dissipate, but a big driver is the synergies and the benefits from the synergies on the gross margin. That's where we're seeing 75%, 80% of all of our synergies in the IPS segment. Teams are executing incredibly well on the footprint rationalization and the product line simplification. And that's really the majority of the driver of the margin uplift in IPS in '24.

Operator

Our next question comes from Vivek Sri from Goldman Sachs.

Joseph Alfred Ritchie

You got Joe from Goldman. So I just want to -- I think that there's some confusion around the 1Q guys, so I'm just going to try to clarify it here. When you talk through pro forma Q4 margins, and you baseline it in both the IP/IPS segment as well as the AMC segment. We're baselining off of an IPS margin of 24.6% and we're baselining off of an AMC margin of 22.4% Is that correct?

Robert J. Rehard

Yes. If you go back to the 8-K file September 8 of '23, yes, those would be the margins on a pro forma basis.

Joseph Alfred Ritchie

Got it. All right. Crystal. And then really, just my only other question, again, just more around like the guidance for the year. I was a little confused on the commentary around Industrial. It sounds like Industrial is in for the year, but then there's a debt pay down associated with the proceeds from the Industrial sales. So I just want to -- I want to make sure that I've clarified that. Is Industrial in for the full year? And then are you assuming that the financing from the deal is also going to help pay down debt?

Robert J. Rehard

Okay. Great. And thanks for the question. We do assume motor generators business that comprises the majority of the Industrial Systems segment, contributes about $500 million on the top line in the year fully embedded in our guidance as well as about $40 million to $45 million of adjusted EBITDA in 2024. That is fully embedded on a full year basis in our guide.
Now, while that is embedded in the guide, when we close the transaction, there will be proceeds from that transaction expected of approximately $360 million net of interest -- sorry, taxes and fees. And so if you assume that you lose the $40 million or $45 million or so of EBITDA and offset that by an equivalent maybe $26 million on an annualized basis of interest savings, the net impact to our guidance is a negative $0.10 or so. So depending on when the transaction closes, you can work from that back.

Operator

And we now have a question from Christopher Glynn from Oppenheimer.

Christopher D. Glynn

Correctly identified, nice to see. I was curious, guys, just from end market perspective, what do you think the biggest kind of variables and opportunities as you go from 1Q into 2Q for demand and revenue? I don't know what the exact January orders comp. The year-over-year sounds nice, but we can't correlate that to revenue. So -- yes, just kind of some of the subtleties that might be particularly interesting and key variables into the second quarter end markets.

Louis Vernon Pinkham

Yes. I mean I think the drivers of our business by market that could see some implication quarter-to-quarter, Chris, would be general industrial with -- right now, we're seeing some sluggish in machinery, some destock. If that improves faster, that would see a bit of an uplift from Q1, Q2. Really, the same commentary around resi HVAC that could show a nice uplift from Q1, Q2. Of course, we've got some really strong markets right now that we think are going to continue great momentum. Medical, data center, aerospace are really strong. I'd tell you, alternative energy, the incentives get fully figured out and the projects released, perhaps that could show a nice uplift Q1, Q2. That's how I would think about it between those 2 quarters.

Christopher D. Glynn

Okay. Great. And as you're driving the organization hard, what do you do when signs a strain pop up? You get large organizations and you're doing a lot of work. The pro forma EBITDA margin growth was great. And -- yes, just curious about the strain risk as you drive the organization.

Louis Vernon Pinkham

Chris, I think it's a great question. Thank you. It's all about living by Regal Rexnord's values. We have a set of values and 35,000 associates worldwide that know them and live by them and that's how we represent every day. We also overcommunicate. We did an employee survey in the second half of 2023, and there's opportunities for us to improve, and there's opportunities that we are going to further leverage.
And it's over communicating what our goals and objectives are and what it's going to take to achieve them and working with our teams to when there are challenges and headwinds to put forward mitigating plans. And so we're a very planned do check at culture. And we do that with our culture as well. And so we have a plan to improve, and we'll work with our organization worldwide to ensure that we're executing on that plan and partnering with everyone for great success.

Operator

We have one more question from Walter Liptak from Seaport.

Walter Scott Liptak

So very clear today. So thank you very much for that. But a couple of things just to clarify. So the timing you're still saying for the industrial business is in the first half. What's the volatility around the calendar and when you close it?

Louis Vernon Pinkham

Walter, the process is proceeding nicely and as we expected. And we guided the first half previously. And so we're on that path. We have most of our approvals at this point, but there are still a couple of few outstanding. And so as those approvals come in, then we'll be able to close. So again, right on our expectations of a first half close.

Walter Scott Liptak

Okay. Okay. And then another little thing, just you talked about how January was a little bit better, but mid-single-digit declines. I didn't quite catch. If January is starting to get a little bit better, is it tough comps? Or is it things started turning down in February, why is it going to be down mid-single digit for orders?

Louis Vernon Pinkham

Yes. It's really visibility at this point, Walt. I would say, one month does not make a trend. And if you recall, we were -- we started October a little strong. And then in the end, we ended fourth quarter down mid-single digits. So we believe it's a prudent approach to plan for orders down. And if they do turn, of course, that will be a benefit for Regal. But right now, that's not what we're modeling.

Operator

And this concludes our question-and-answer session. Thank you very much. I would like to turn the conference over to Louis Pinkham, CEO, for any closing remarks. Please go ahead.

Louis Vernon Pinkham

Great. Thank you, operator, and thanks to our investors and analysts for joining us today. As we embark on 2024, our team remains excited about the value creation opportunities in front of us. Even as certain of our end markets remain choppy, we will be focused on 3 key things: one, achieving our targeted $90 million of synergies; two, delivering at least $700 million of free cash flow, which we expect to use in combination with the industrial motors and generators sale proceeds to reduce our debt and meaningfully shift the mix of our capital structure towards equity; and three, continuing to mature our many growth initiatives, driving 80/20, better leveraging our scale and scope, especially in IPS, and executing on our multiyear pipeline of differentiated new product launches. In short, tremendous opportunities for our associates, our customers and shareholders.
Thank you again for joining us today, and thank you for your interest in Regal Rexnord.

Operator

And the conference has now concluded. Thank you for attending today's presentation. You may now disconnect. Enjoy the rest of your day.