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AIMC Altra Industrial Motion

Filed: 3 May 21, 4:58pm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2021

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                     to

Commission File Number: 001-33209

 

ALTRA INDUSTRIAL MOTION CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

61-1478870

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

300 Granite Street, Suite 201, Braintree, MA

 

02184

(Address of principal executive offices)

 

(Zip Code)

 

(781) 917-0600

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

AIMC

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

 

 

 

Non-accelerated filer

 

☐ 

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of April 30, 2021, there were 64,790,562 outstanding shares of the registrant’s common stock, $0.001 par value per share.

 

 


 

TABLE OF CONTENTS

 

 

 

 

Page #

PART I - FINANCIAL INFORMATION

 

 

Item 1.

 

Financial Statements (unaudited)

 

1

 

 

Condensed Consolidated Balance Sheets

 

1

 

 

Condensed Consolidated Statement of Operations

 

2

 

 

Condensed Consolidated Statements of Comprehensive Income

 

3

 

 

Condensed Consolidated Statements of Cash Flows

 

4

 

 

Condensed Consolidated Statements of Stockholders’ Equity

 

5

 

 

Notes to Unaudited Condensed Consolidated Interim Financial Statements

 

6

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

21

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

29

Item 4.

 

Controls and Procedures

 

29

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

Item 1.

 

Legal Proceedings

 

30

Item 1A.

 

Risk Factors

 

30

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

30

Item 3.

 

Defaults Upon Senior Securities

 

30

Item 4.

 

Mine Safety Disclosures

 

30

Item 5.

 

Other Information

 

30

Item 6.

 

Exhibits

 

31

 

 

 

 

SIGNATURES

 

32

 

 


 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Balance Sheets

Amounts in millions, except share amounts

 

 

 

March 31, 2021

 

 

December 31, 2020

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

249.4

 

 

$

254.4

 

Trade receivables, less allowance for credit losses of $4.6 and $4.9 million at

   March 31, 2021 and December 31, 2020, respectively

 

 

259.0

 

 

 

240.8

 

Inventories

 

 

222.7

 

 

 

210.4

 

Income tax receivable

 

 

9.3

 

 

 

6.9

 

Prepaid expenses and other current assets

 

 

40.5

 

 

 

35.7

 

Total current assets

 

 

780.9

 

 

 

748.2

 

Property, plant and equipment, net

 

 

333.2

 

 

 

344.2

 

Goodwill, net

 

 

1,575.3

 

 

 

1,596.0

 

Intangible assets, net

 

 

1,425.2

 

 

 

1,459.6

 

Deferred income taxes

 

 

2.5

 

 

 

4.9

 

Other non-current assets

 

 

13.0

 

 

 

14.2

 

Operating lease right of use assets

 

 

37.4

 

 

 

41.0

 

Total assets

 

$

4,167.5

 

 

$

4,208.1

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

172.7

 

 

$

163.6

 

Accrued payroll

 

 

60.6

 

 

 

76.2

 

Accruals and other current liabilities

 

 

77.6

 

 

 

73.0

 

Income tax payable

 

 

15.3

 

 

 

17.9

 

Current portion of long-term debt

 

 

16.6

 

 

 

16.6

 

Operating lease liabilities

 

 

12.6

 

 

 

13.3

 

Total current liabilities

 

 

355.4

 

 

 

360.6

 

Long-term debt, net of current portion

 

 

1,388.3

 

 

 

1,408.1

 

Deferred income taxes

 

 

354.1

 

 

 

359.6

 

Pension liabilities

 

 

33.5

 

 

 

35.4

 

Long-term taxes payable

 

 

2.7

 

 

 

3.6

 

Other long-term liabilities

 

 

14.9

 

 

 

14.3

 

Operating lease liabilities, net of current portion

 

 

26.8

 

 

 

29.8

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock ($0.001 par value per share, 120,000,000 shares authorized,

   64,770,540 and 64,676,567 shares issued and outstanding at March 31, 2021

   and December 31, 2020, respectively)

 

 

0.1

 

 

 

0.1

 

Additional paid-in capital

 

 

1,706.4

 

 

 

1,706.0

 

Retained earnings

 

 

304.8

 

 

 

269.5

 

Accumulated other comprehensive income/(loss)

 

 

(19.5

)

 

 

21.1

 

Total stockholders’ equity

 

 

1,991.8

 

 

 

1,996.7

 

Total liabilities and stockholders’ equity

 

$

4,167.5

 

 

$

4,208.1

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

1


ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Statements of Operations

Amounts in millions, except per share data

 

 

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Net sales

 

$

472.1

 

 

$

434.2

 

Cost of sales

 

 

300.4

 

 

 

281.2

 

Gross profit

 

 

171.7

 

 

 

153.0

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

89.8

 

 

 

87.1

 

Impairment of goodwill and intangible asset

 

 

 

 

 

147.5

 

Research and development expenses

 

 

15.9

 

 

 

14.8

 

Restructuring costs

 

 

0.9

 

 

 

1.6

 

 

 

 

106.6

 

 

 

251.0

 

Income from operations

 

 

65.1

 

 

 

(98.0

)

Other non-operating income and expense:

 

 

 

 

 

 

 

 

Interest expense, net

 

 

16.9

 

 

 

17.4

 

Other non-operating expense/(income), net

 

 

(1.5

)

 

 

(1.5

)

 

 

 

15.4

 

 

 

15.9

 

Income/(Loss) before income taxes

 

 

49.7

 

 

 

(113.9

)

Provision for income taxes

 

 

10.5

 

 

 

2.7

 

Net income/(loss)

 

$

39.2

 

 

$

(116.6

)

Weighted average shares, basic

 

 

64.7

 

 

 

64.5

 

Weighted average shares, diluted

 

 

65.3

 

 

 

64.5

 

Net income/(loss) per share:

 

 

 

 

 

 

 

 

Basic

 

$

0.61

 

 

$

(1.81

)

Diluted

 

$

0.60

 

 

$

(1.81

)

Cash dividend declared per share

 

$

0.06

 

 

$

0.17

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

2


ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Amounts in millions

 

 

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Net Income/(loss)

 

$

39.2

 

 

$

(116.6

)

Other Comprehensive income:

 

 

 

 

 

 

 

 

Change in fair value of interest rate swap, net of tax

 

 

 

 

 

(11.7

)

Reclassification of interest rate swap, net of tax

 

 

2.4

 

 

 

 

Pension liability adjustment, net of tax

 

 

 

 

 

(0.1

)

Change in fair value of net investment hedge, net of tax

 

 

 

 

 

31.3

 

Foreign currency translation adjustment

 

 

(43.0

)

 

 

(58.4

)

Total other comprehensive income/(loss):

 

 

(40.6

)

 

 

(38.9

)

Comprehensive income/(loss)

 

$

(1.4

)

 

$

(155.5

)

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

3


ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Statements of Cash Flows

Amounts in millions

 

 

 

Year to Date Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income/(loss)

 

$

39.2

 

 

$

(116.6

)

Adjustments to reconcile net income/(loss) to net operating cash flows:

 

 

 

 

 

 

 

 

Depreciation

 

 

13.1

 

 

 

14.6

 

Amortization of intangible assets

 

 

17.6

 

 

 

17.5

 

Amortization of deferred financing costs

 

 

1.2

 

 

 

1.1

 

Gain on foreign currency, net

 

 

(0.2

)

 

 

(2.1

)

Accretion of debt discount

 

 

0.1

 

 

 

0.1

 

Non-cash amortization of interest rate swap expense

 

 

3.1

 

 

 

 

Impairment of goodwill and intangible asset

 

 

 

 

 

147.5

 

Loss on disposal and other

 

 

0.1

 

 

 

 

Stock-based compensation

 

 

3.5

 

 

 

3.3

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Trade receivables

 

 

(21.5

)

 

 

(4.7

)

Inventories

 

 

(15.5

)

 

 

(11.8

)

Accounts payable and accrued liabilities

 

 

5.7

 

 

 

(0.9

)

Other current assets and liabilities

 

 

(10.7

)

 

 

(10.8

)

Other operating assets and liabilities

 

 

0.5

 

 

 

(2.3

)

Net cash provided by operating activities

 

 

36.2

 

 

 

34.9

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

(9.6

)

 

 

(8.2

)

Proceeds from cross-currency interest rate swap settlement

 

 

 

 

 

56.2

 

Net cash (used in) provided by investing activities

 

 

(9.6

)

 

 

48.0

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Borrowing under Revolving Credit Facility

 

 

 

 

 

100.0

 

Payments on Term Loan Facility

 

 

(20.0

)

 

 

(6.0

)

Dividend payments

 

 

(3.9

)

 

 

(11.3

)

Net payments on financing leases, mortgages, and other obligations

 

 

(0.4

)

 

 

(0.1

)

Net proceeds/(payments) from China debt

 

 

0.3

 

 

 

(0.6

)

Shares surrendered for tax withholding

 

 

(3.1

)

 

 

(1.9

)

Net cash (used in) provided by financing activities

 

 

(27.1

)

 

 

80.1

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(4.5

)

 

 

(3.4

)

Net change in cash and cash equivalents

 

 

(5.0

)

 

 

159.6

 

Cash and cash equivalents at beginning of period

 

 

254.4

 

 

 

167.3

 

Cash and cash equivalents at end of period

 

$

249.4

 

 

$

326.9

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest paid on borrowings

 

$

6.4

 

 

$

12.5

 

Income taxes paid

 

$

16.6

 

 

$

9.6

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

4


ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Statements of Stockholders’ Equity

Amounts in millions

(Unaudited)

 

 

 

Common

Stock

 

 

Shares

 

 

Additional

Paid

in Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

 

Balance at January 1, 2021

 

$

0.1

 

 

 

64.7

 

 

$

1,706.0

 

 

$

269.5

 

 

$

21.1

 

 

$

1,996.7

 

Stock-based compensation and vesting

   of restricted stock, net of withholdings

 

 

 

 

 

0.1

 

 

 

0.4

 

 

 

 

 

 

 

 

 

0.4

 

Net income

 

 

 

 

 

 

 

 

 

 

 

39.2

 

 

 

 

 

 

39.2

 

Dividends declared, $0.06 per share

 

 

 

 

 

 

 

 

 

 

 

(3.9

)

 

 

 

 

 

(3.9

)

Total comprehensive income/(loss), net of

   tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(40.6

)

 

 

(40.6

)

Balance at March 31, 2021

 

$

0.1

 

 

 

64.8

 

 

$

1,706.4

 

 

$

304.8

 

 

$

(19.5

)

 

$

1,991.8

 

 

 

 

 

Common

Stock

 

 

Shares

 

 

Additional

Paid

in Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

 

Balance at January 1, 2020

 

$

0.1

 

 

 

64.2

 

 

$

1,696.7

 

 

$

315.4

 

 

$

(89.9

)

 

$

1,922.3

 

Stock-based compensation and vesting

   of restricted stock, net of withholdings

 

 

 

 

 

0.4

 

 

 

1.4

 

 

 

 

 

 

 

 

 

1.4

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(116.6

)

 

 

 

 

 

(116.6

)

Dividends declared, $0.17 per share

 

 

 

 

 

 

 

 

 

 

 

(11.1

)

 

 

 

 

 

(11.1

)

Total comprehensive income/(loss), net of

   tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(38.9

)

 

 

(38.9

)

Balance at March 31, 2020

 

$

0.1

 

 

$

64.6

 

 

$

1,698.1

 

 

$

187.7

 

 

$

(128.8

)

 

$

1,757.1

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

 

 

5


 

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

1. Organization and Nature of Operations

Headquartered in Braintree, Massachusetts, Altra Industrial Motion Corp. (the “Company,” “Altra,” “we,” or “our”) is a leading global designer, producer and marketer of a wide range of electro-mechanical power transmission and motion control products. The Company brings together strong brands with production facilities in 16 countries. Altra’s leading brands include Ameridrives Couplings, Bauer Gear Motor, Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch, Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Jacobs Vehicle Systems, Kilian Manufacturing, Kollmorgen, Lamiflex Couplings, Marland Clutch, Matrix, Nuttall Gear, Portescap, Stieber Clutch, Stromag, Svendborg Brakes, TB Wood’s, Thomson, Twiflex, Warner Electric, Warner Linear, and Wichita Clutch.

 

 

2. Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States, or GAAP. These statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2021 . In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position and cash flows for the interim periods presented.  The results are not necessarily indicative of future results.  The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

 

 

3. Recent Accounting Standards

Recent Accounting Pronouncements

 

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This ASU provides relief from certain accounting consequences that could result from the global markets’ anticipated transition away from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The relief provided by this ASU is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The optional amendments are effective as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the effect of the adoption of this standard on the Company.

 

4. Revenue Recognition

 

We sell our products through3 primary commercial channels: original equipment manufacturers (OEMs), industrial distributors and direct to end users. Each of our segments sells similar products, which are balanced across end-user industries including, without limitation, energy, food processing, general industrial, material handling, mining, transportation, industrial automation, robotics, medical devices, and turf & garden.

 

As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under Accounting Standards Codification (“ASC”) 606-10-32-18 to not assess whether a contract has a significant financing component. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment from the Company’s manufacturing site or delivery to the customer’s named location. In determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. In certain circumstances, the Company manufactures customized product without alternative use for its customers, which would generally result in the transfer of control over time.  The Company has evaluated the amount of revenue subject to recognition over time and concluded that it is immaterial.

 

6


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

 

The following table disaggregates our revenue for each reportable segment. The Company believes that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

 

 

 

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Power Transmission Technologies

 

$

221.0

 

 

$

216.7

 

Automation & Specialty

 

 

252.1

 

 

 

218.6

 

Inter-segment eliminations

 

 

(1.0

)

 

 

(1.1

)

Total net sales

 

$

472.1

 

 

$

434.2

 

 

Net sales by geographic region based on point of shipment origin are as follows:

 

 

 

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

North America (primarily U.S.)

 

$

247.0

 

 

$

245.3

 

Europe excluding Germany

 

 

84.9

 

 

 

74.8

 

Germany

 

 

51.0

 

 

 

52.5

 

China

 

 

64.1

 

 

 

38.4

 

Asia and other excluding China

 

 

25.1

 

 

 

23.2

 

Total net sales

 

$

472.1

 

 

$

434.2

 

 

The payment terms and conditions in our customer contracts vary. In some cases, customers will partially prepay for their goods; in other cases, after appropriate credit evaluations, payment will be due in arrears. In addition, there are constraints that cause variability in the ultimate consideration to be recognized. These constraints typically include early payment discounts, volume rebates, rights of return, surcharges, and other customer considerations.

 

Payments received from customers are recorded as accounts receivable when an unconditional right to the consideration exists. A contract asset is recognized when the Company satisfies a performance obligation by transferring a promised good to the customer before consideration is due. A contract liability is recognized when consideration is received from a customer prior to the Company satisfying the related performance obligation. Contract assets and contract liabilities are recognized in other current assets and other current liabilities, respectively, in the Company’s consolidated balance sheets.

The Company had inconsequential contract assets for the three-month periods ended March 31, 2021 and  March 31, 2020, respectively. The opening and closing balances of the Company’s current contract liabilities as of the three-month periods ended March 31, 2021 and March 31, 2020 are as follows:

 

 

 

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Beginning balance

 

$

10.3

 

 

$

8.4

 

Closing balance

 

 

11.7

 

 

 

11.1

 

Increase/(Decrease)

 

$

1.4

 

 

$

2.7

 

 

 

In the three-month period ended March 31, 2021, substantially all outstanding revenue has been recognized related to contract liabilities outstanding at January 1, 2021.

 

7


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

 

5. Fair Value of Financial Instruments

 

Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

 

 

Level 1- Quoted prices in active markets for identical assets or liabilities.

 

Level 2- Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived.

 

Level 3- Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents and are classified as Level 1. The carrying values of financial instruments, including cash equivalents, accounts payable, and other accrued liabilities are carried at cost, which approximates fair value, and are classified as Level 1. Debt under the Altra Credit Agreement (as defined herein) is classified as Level 2 and is comprised of the Altra Term Loan Facility and the Altra Revolving Credit Facility (both as defined herein). The carrying amount of the Altra Term Loan Facility was $1,010.0 million and the estimated fair value of the Altra Term Loan Facility was $1,001.2 million at March 31, 2021. There is currently 0 debt under the Altra Revolving Credit Facility. The carrying amount of the Notes (as defined herein) was $400 million and the estimated fair value of the Notes was $429.0 million at March 31, 2021. The Notes are classified as Level 2.

The Company determines the fair value of financial instruments using quoted market prices whenever available and classified these investments as Level 1. When quoted market prices are not available for various types of financial instruments (such as derivative instruments), the Company uses standard models with market-based inputs, which take into account the present value of estimated future cash flows and the ability of the Company or the financial counterparty to perform. These investments are classified as Level 2. For cross-currency interest rate swaps and interest rate swaps, the significant inputs to these models are interest rate curves for discounting future cash flows and are adjusted for credit risk. See additional discussion of the Company’s use of financial instruments including cross-currency swaps and interest rate swaps included in Note 15.

In December 2020, the Company invested $5.0 million for a minority equity interest in a privately held manufacturing software company, MTEK Industry AB (“MTEK”), over which the Company does not exert significant influence. The equity investment does not have a readily determinable fair value and does not qualify for the practical expedient to estimate fair value using the net asset value per share. Therefore, in accordance with ASU 2016-01, the Company elected to measure the investment at its cost less impairment, if any, adjusted for observable price changes in orderly transactions for identical or a similar investment of the same issuer. This investment is considered a Level 3 asset based on the lack of observable inputs and is classified within other non-current assets in the consolidated balance sheets. The Company will monitor its equity investment in MTEK for indicators of impairments or upward adjustments on an ongoing basis. If the Company determines that such an indicator is present, an adjustment will be recorded, which will be measured as the difference between the carrying value and estimated fair value. As of March 31, 2021, there were no indicators that support an adjustment to MTEK’s carrying value.

 

8


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

 

6. Changes in Accumulated Other Comprehensive Income/(Loss) by Component

The following is a reconciliation of changes in accumulated other comprehensive income/(loss) by component for the periods presented:

 

 

 

Gains and

(Losses) on

Cash Flow

Hedges

 

 

Defined

Benefit

Pension

Plans

 

 

Cumulative

Foreign

Currency

Translation

Adjustment

 

 

Total

 

Accumulated Other Comprehensive Income (Loss) by Component, January 1, 2021

 

$

(21.5

)

 

$

(3.7

)

 

$

46.3

 

 

$

21.1

 

Reclassification of interest rate swap to income, net of tax

 

 

2.4

 

 

 

 

 

 

 

 

 

2.4

 

Foreign currency translation adjustments, net of tax

 

 

 

 

 

 

 

 

(43.0

)

 

 

(43.0

)

Net current-period Other Comprehensive Income (Loss)

 

 

2.4

 

 

 

 

 

 

(43.0

)

 

 

(40.6

)

Accumulated Other Comprehensive Income (Loss) by Component, March 31, 2021

 

$

(19.1

)

 

$

(3.7

)

 

$

3.3

 

 

$

(19.5

)

 

 

 

Gains and

(Losses) on

Cash Flow

Hedges

 

 

Defined

Benefit

Pension

Plans

 

 

Cumulative

Foreign

Currency

Translation

Adjustment

 

 

Total

 

Accumulated Other Comprehensive Loss by Component, January 1, 2020

 

$

(16.5

)

 

$

(1.5

)

 

$

(71.9

)

 

$

(89.9

)

Change in fair value of interest rate swap, net of tax

 

 

(11.7

)

 

 

 

 

 

 

 

 

(11.7

)

Pension adjustments, net of tax

 

 

 

 

 

(0.1

)

 

 

 

 

 

(0.1

)

Change in fair value of net investment hedge, net of tax

 

 

 

 

 

 

 

 

31.3

 

 

 

31.3

 

Foreign currency translation adjustments, net of tax

 

 

 

 

 

 

 

 

(58.4

)

 

 

(58.4

)

Net current-period Other Comprehensive Loss

 

 

(11.7

)

 

 

(0.1

)

 

 

(27.1

)

 

 

(38.9

)

Accumulated Other Comprehensive Loss by Component, March 31, 2020

 

$

(28.2

)

 

$

(1.6

)

 

$

(99.0

)

 

$

(128.8

)

 

Management identified a misstatement related to the classification of foreign currency translation adjustments associated with the net investment hedge for the quarter ended March 31, 2020. As a result, the Company reclassified $31.3 million from Change in fair value of interest rate swap, net of tax in Gains and (losses) on cash flow hedges to Change in fair value of net investment hedge, net of tax in Cumulative foreign currency translation adjustment to reflect the correct presentation in the table above. This adjustment had no effect on the Company’s previously reported consolidated financial statements as of and for the quarter ended March 31, 2020. Additionally, certain amounts related to the derivative financial instruments were reclassified in the Consolidated Statements of Comprehensive Income to conform with this presentation.

 

7. Net Income per Share

Basic earnings per share is based on the weighted average number of shares of common stock outstanding, and diluted earnings per share is based on the weighted average number of shares of common stock outstanding and all potentially dilutive common stock equivalents outstanding. Common stock equivalents are included in the per share calculations when the effect of their inclusion is dilutive.

9


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

The following is a reconciliation of basic to diluted net income per share:

 

 

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Net income/(loss)

 

$

39.2

 

 

$

(116.6

)

Shares used in net income per common share - basic

 

 

64.7

 

 

 

64.5

 

Incremental shares of unvested restricted common stock

 

 

0.6

 

 

 

 

Shares used in net income per common share - diluted

 

 

65.3

 

 

 

64.5

 

Shares excluded as their inclusion would be anti-dilutive

 

 

 

 

 

0.1

 

Earnings/(Loss) per share:

 

 

 

 

 

 

 

 

Basic net income

 

$

0.61

 

 

$

(1.81

)

Diluted net income

 

$

0.60

 

 

$

(1.81

)

 

 

8. Inventories

Inventories at March 31, 2021 and December 31, 2020 consisted of the following:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Raw materials

 

$

103.4

 

 

$

95.2

 

Work in process

 

 

23.4

 

 

 

22.1

 

Finished goods

 

 

95.9

 

 

 

93.1

 

 

 

$

222.7

 

 

$

210.4

 

 

 

9. Goodwill and Intangible Assets

The Company conducts an annual impairment review of goodwill and indefinite-lived intangible assets in the fourth quarter of each year, unless events occur which trigger the need for an interim impairment review.  There were no triggering events for the quarter ended March 31, 2021. The 2020 annual goodwill impairment review indicated that the Thomson reporting unit’s fair value exceeded its carrying value by less than 10%. All other reporting units had fair values that exceeded their carrying value by 10% or more.

 

Changes in goodwill from January 1, 2021 through March 31, 2021 were as follows:

 

 

 

Power

Transmission

Technologies

 

 

Automation

& Specialty

 

 

Total

 

Goodwill

 

$

452.4

 

 

$

1,314.5

 

 

$

1,766.9

 

Accumulated impairment loss

 

 

(31.8

)

 

 

(139.1

)

 

 

(170.9

)

Balance January 1, 2021

 

$

420.6

 

 

$

1,175.4

 

 

$

1,596.0

 

Impact of changes in foreign currency

 

 

(5.6

)

 

 

(15.1

)

 

 

(20.7

)

Net goodwill balance March 31, 2021

 

$

415.0

 

 

$

1,160.3

 

 

$

1,575.3

 

 

 

10


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

 

Other intangible assets as of March 31, 2021 and December 31, 2020 consisted of the following:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

 

 

Cost

 

 

Accumulated

Amortization

 

 

Net

 

 

Cost

 

 

Accumulated

Amortization

 

 

Net

 

Other intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames and trademarks (1)

 

$

255.7

 

 

$

 

 

$

255.7

 

 

$

259.7

 

 

$

 

 

$

259.7

 

In-process research and development

 

 

16.0

 

 

 

 

 

 

16.0

 

 

 

16.0

 

 

 

 

 

 

16.0

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

1,204.5

 

 

 

204.3

 

 

 

1,000.2

 

 

 

1,220.2

 

 

 

195.0

 

 

 

1,025.2

 

Product technology and patents

 

 

210.7

 

 

 

57.4

 

 

 

153.3

 

 

 

211.2

 

 

 

52.5

 

 

 

158.7

 

Total intangible assets

 

$

1,686.9

 

 

$

261.7

 

 

$

1,425.2

 

 

$

1,707.1

 

 

$

247.5

 

 

$

1,459.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The change in Cost of Tradenames and trademarks is a result of the $8.4 million impairment charge in the quarter ended March 31, 2020 related to the JVS reporting unit, offset by the impact of foreign currency.

 

 

 

The Company recorded $17.6 million and $17.5 million of amortization expense in the quarters ended March 31, 2021 and 2020, respectively.

The estimated amortization expense for intangible assets is approximately $53.1 million for the remainder of 2021, $70.7 million in each of the next four years and then $817.6 million thereafter.

 

 

10. Warranty Costs

The contractual warranty period of the Company's products generally ranges from three months to two years with certain warranties extending for longer periods. Estimated expenses related to product warranties are accrued at the time products are sold to customers and are recorded in accruals and other current liabilities on the unaudited condensed consolidated balance sheets. Estimates are established using historical information as to the nature, frequency and average costs of warranty claims.

Changes in the carrying amount of accrued product warranty costs for each of the quarters ended March 31, 2021 and 2020 are as follows:

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Balance at beginning of period

 

$

9.6

 

 

$

10.0

 

Accrued current period warranty expense

 

 

0.9

 

 

 

1.0

 

Payments and adjustments

 

 

(0.8

)

 

 

(1.4

)

Balance at end of period

 

$

9.7

 

 

$

9.6

 

 

 

11


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

 

11. Debt

Outstanding debt obligations at March 31, 2021 and December 31, 2020 were as follows:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Debt:

 

 

 

 

 

 

 

 

Term loan

 

$

1,010.0

 

 

$

1,030.0

 

Notes

 

 

400.0

 

 

 

400.0

 

Mortgages and other

 

 

12.2

 

 

 

12.9

 

Finance leases

 

 

0.2

 

 

 

0.3

 

Total gross debt

 

 

1,422.4

 

 

 

1,443.2

 

Less: debt discount and deferred financing

   costs

 

 

(17.5

)

 

 

(18.5

)

Total debt, net of debt discount and

   deferred financing costs

 

 

1,404.9

 

 

 

1,424.7

 

Less: current portion of long-term debt

 

 

(16.6

)

 

 

(16.6

)

Total long-term debt, net of unaccreted

   discount

 

$

1,388.3

 

 

$

1,408.1

 

 

 

2018 Credit Agreement and Notes

 

On October 1, 2018 (the “A&S Closing Date”), upon the closing of the combination (the “Fortive Transaction”) of Altra with 4 operating companies from Fortive Corporation’s (“Fortive”) Automation & Specialty platform (the “A&S Business”), the Company assumed $400 million aggregate principal amount of 6.125% senior notes due 2026 (the “Notes”). The Notes will mature on October 1, 2026. Interest on the Notes accrues from October 1, 2018, and the first interest payment date on the Notes was on April 1, 2019. The Notes may be redeemed at the option of the issuer on or after October 1, 2023. The Notes are guaranteed on a senior unsecured basis by the Company and certain of its domestic subsidiaries.  

 

On the A&S Closing Date, the Company entered into a new Credit Agreement (the “Altra Credit Agreement”). The Altra Credit Agreement provides for a seven-year senior secured term loan in an aggregate principal amount of $1,340.0 million (the “Altra Term Loan Facility”) and a five-year senior secured revolving credit facility in an aggregate committed principal amount of $300.0 million (the “Altra Revolving Credit Facility” and together with the Altra Term Loan Facility, the “Altra Credit Facilities”). The proceeds of the Altra Term Loan Facility were used to (i) consummate Fortive’s transfer of certain non-U.S assets, liabilities and entities constituting a portion of the A&S Business to certain subsidiaries of Altra, and the Altra subsidiaries’ assumption of substantially all of the liabilities associated with the transferred assets (the “Direct Sales”), (ii) repay in full and extinguish all outstanding indebtedness for borrowed money under the Company’s previous credit agreement (as defined herein) and (iii) pay certain fees, costs, and expenses in connection with the consummation of the Fortive Transaction. The proceeds of the Altra Revolving Credit Facility will be used for working capital and general corporate purposes.

 

The Altra Credit Facilities are guaranteed on a senior secured basis by the Company and certain of its domestic subsidiaries, subject to certain customary exceptions.

 

Borrowings under the Altra Term Loan Facility will bear interest at a per annum rate equal to a “Eurocurrency Rate” plus 2.00%, in the case of Eurocurrency Rate borrowings, or equal to a “Base Rate” plus 1.00%, in the case of Base Rate borrowings. Borrowings under the Altra Revolving Credit Facility will initially bear interest at a per annum rate equal to a Eurocurrency Rate plus 2.00%, in the case of Eurocurrency Rate borrowings, or equal to a Base Rate plus 1.00%, in the case of Base Rate borrowings, and thereafter will bear interest at a per annum rate equal to a Eurocurrency Rate or Base Rate, as applicable, plus an interest rate spread determined by reference to a pricing grid based on the Company’s senior secured net leverage ratio. In addition, the Company will be required to pay fees that will fluctuate between 0.250% per annum to 0.375% per annum on the unused amount of the Altra Revolving Credit Facility, based upon the Company’s senior secured net leverage ratio. The interest rate on the Altra Term Loan Facility was 2.115% at March 31, 2021.

 

12


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

 

The Altra Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including limitations on liens, investments, restricted payments, additional indebtedness and asset sales and mergers. In addition, the Altra Credit Agreement requires that Altra maintain a specified maximum senior secured leverage ratio and a specified minimum interest coverage ratio. The obligations of the borrowers of the Altra Credit Facilities under the Altra Credit Agreement may be accelerated upon customary events of default, including non-payment of principal, interest, fees and other amounts, inaccuracy of representation and warranties, violation of covenants, cross default and cross acceleration, voluntary and involuntary bankruptcy or insolvency proceedings, inability to pay debts as they become due, material judgments, ERISA events, actual or asserted invalidity of security documents or guarantees and change in control.

 

The Company incurred $29.9 million in issuance costs, which are amortized over the term of the debt as an adjustment to the effective interest rate on the outstanding borrowings.

 

The Company provided notice to the administrative agent of the Altra Credit Agreement on March 9, 2020 and March 16, 2020 to draw down $50 million and $50 million, respectively, under the Altra Revolving Credit Facility. At that time, the Company had increased its borrowings under the Altra Revolving Credit Facility as a precautionary action in order to increase its cash position and enhance its financial flexibility during this period of uncertainty in the global markets resulting from COVID-19. On April 14, 2020, the Company provided notice to the administrative agent of the Altra Credit Agreement to repay $50 million outstanding under the Altra Revolving Credit Facility. On April 27, 2020 and May 27, 2020, the Company provided notice to the administrative agent to repay $15 million and $35 million, respectively, which were outstanding under the Altra Revolving Credit Facility. As of the period ended March 31, 2021, all outstanding borrowings under the Altra Revolving Credit Facility have been repaid.

 

As of March 31, 2021, the Company had $1,010.0 million outstanding on the Altra Credit Agreement.  As of March 31, 2021 and December 31, 2020, the Company had $4.8 million and $4.5 million in letters of credit outstanding, respectively. The Company had $295.2 million available to borrow under the Altra Credit Facilities at March 31, 2021.

Mortgages and Other Agreements

The Company’s subsidiaries in Europe have entered into certain long-term fixed rate term loans that are generally secured by local property, plant and equipment. The debt has interest rates that range from 1.79% to 2.5%, with various quarterly and monthly installments through 2028. 

Financing Leases

The Company leases certain equipment under finance lease arrangements, whose obligations are included in both short-term and long-term debt. Finance lease obligations amounted to approximately $0.2 million and $0.3 million at March 31, 2021 and December 31, 2020, respectively. Finance lease right of use assets are included in property, plant and equipment with the related amortization recorded as depreciation expense. Finance lease liabilities are included in current and non-current other liabilities on the Company’s consolidated balance sheets.

 

 

12. Stockholders’ Equity

 

Common Stock

Effective October 1, 2018, the Company amended its Articles of Incorporation to increase the number of authorized shares of Altra common stock from 90.0 million shares to 120.0 million shares.  As of March 31, 2021 and December 31, 2020, there were 64,770,540 and 64,676,567 shares of common stock issued and outstanding, respectively.

Preferred Stock

On December 20, 2006, the Company amended and restated its certificate of incorporation authorizing 10.0 million shares of undesignated Preferred Stock (“Preferred Stock”). The Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations and powers, preferences, rights, qualifications, limitations and restrictions as determined by the Company’s Board of Directors. There was 0 Preferred Stock issued or outstanding at March 31, 2021 or December 31, 2020.

13


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

Restricted Common Stock

The 2014 Omnibus Incentive Plan (the “2014 Plan”) was approved by the Company’s stockholders at the Company’s 2014 Annual Meeting of Stockholders. The 2014 Plan provides for various forms of stock-based compensation to our directors, executive personnel and other key employees and consultants. Under the 2014 Plan, the remaining total number of shares of common stock available for delivery pursuant to the grant of awards was 4.1 million as of March 31, 2021.

The restricted stock and restricted stock units issued pursuant to the 2014 Plan generally vest ratably over a period ranging from immediately to five years from the date of grant, provided, that the vesting of the restricted stock or restricted stock units may accelerate upon the occurrence of certain events. Common stock awarded under the 2014 Plan is generally subject to restrictions on transfer, repurchase rights, and other limitations and rights as set forth in the applicable award agreements.

The 2014 Plan permits the Company to grant, among other things, restricted stock, restricted stock units, stock options and performance share awards to key employees. Certain awards include vesting based upon achievement of specified performance criteria. Compensation expense recorded (in selling, general and administrative expense) during the quarters ended March 31, 2021 and 2020 was 3.5 million and 3.3 million, respectively. The Company recognizes stock-based compensation expense on a straight-line basis for the shares vesting ratably under the plan and uses the graded-vesting method of recognizing stock-based compensation expense for the performance share awards based on the probability of the specific performance metrics being achieved over the requisite service period. Total remaining unrecognized compensation cost is approximately $30.6 million as of March 31, 2021, and will be recognized over a weighted average remaining period of three years.

Stock Options

 

The following table summarizes the stock option activity under the Company’s plan for the quarter ended March 31, 2021:

 

 

 

Weighted

Average

Remaining

Contractual

Life in Years

 

 

Options

(In

thousands)

 

 

Weighted-

average

grant date fair

value

 

 

Aggregate

Intrinsic

Value

(In

millions)

 

Outstanding at January 1, 2021

 

 

 

 

 

 

460.7

 

 

$

32.48

 

 

 

 

 

Granted

 

 

 

 

 

 

124.6

 

 

 

59.40

 

 

 

 

 

Outstanding at March 31, 2021

 

 

8.6

 

 

 

585.3

 

 

$

38.21

 

 

$

10.5

 

Exercisable at March 31, 2021

 

 

8.2

 

 

 

172.3

 

 

$

31.81

 

 

$

4.1

 

Vested and expected to vest at March 31, 2021

 

 

8.8

 

 

 

383.5

 

 

$

40.66

 

 

$

6.1

 

 

Restricted Stock Units

 

The following table summarizes the Restricted Stock Unit activity under the Company’s plan for the quarter ended March 31, 2021:

 

 

 

Shares

(In thousands)

 

 

Weighted-

average

grant date fair

value

 

 

Aggregate

Intrinsic

Value

(In

millions)

 

Unvested at January 1, 2021

 

 

515.8

 

 

$

35.11

 

 

 

 

 

Granted

 

 

132.1

 

 

 

59.40

 

 

 

 

 

Vested

 

 

(116.5

)

 

 

36.70

 

 

 

 

 

Canceled/Forfeited

 

 

(5.4

)

 

 

32.93

 

 

 

 

 

Unvested at March 31, 2021

 

 

526.0

 

 

$

40.87

 

 

$

29.1

 

 

14


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

 

Performance Share Awards

 

The following table summarizes the Performance Share Award activity under the Company’s plan for the quarter ended March 31, 2021:

 

 

 

Shares

(In thousands)

 

 

Weighted-

average

grant date fair

value

 

 

Aggregate

Intrinsic

Value

(In

millions)

 

Unvested at January 1, 2021

 

 

268.0

 

 

$

34.38

 

 

 

 

 

Granted

 

 

62.6

 

 

 

64.43

 

 

 

 

 

Vested

 

 

(28.3

)

 

 

45.80

 

 

 

 

 

Unvested at March 31, 2021

 

 

302.3

 

 

$

39.51

 

 

$

16.7

 

 

See Note 12, Stockholders’ Equity, to the audited consolidated financial statements of the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for further information regarding stock-based compensation.

 

13. Restructuring Costs

From time to time, the Company has initiated various restructuring programs and incurred severance and other restructuring costs.

During 2017, the Company commenced a restructuring plan (“2017 Altra Plan”) as a result of the Company’s acquisition of Stromag and to rationalize its global renewable energy business. The actions taken pursuant to the 2017 Altra Plan included reducing headcount, facility consolidations and the elimination of certain costs. The Company did not incur any costs as a result of the 2017 Altra Plan during the quarter ended March 31, 2021.

During 2019, the Company commenced a restructuring plan (“2019 Altra Plan”) to drive efficiencies, reduce the number of facilities and optimize its operating margin. The Company expects to incur approximately $4 - $6 million in restructuring expenses under the 2019 Altra Plan over the next two years, primarily related to headcount reductions and plant consolidations. The expense for the quarter ended March 31, 2021 was $0.9 million and was primarily comprised of severance costs.

The following is a reconciliation of the accrued restructuring costs between January 1, 2021 and March 31, 2021:

 

 

 

2017 Altra

Plan

 

 

2019 Altra

Plan

 

 

Total All

Plans

 

Balance at January 1, 2021

 

$

0.5

 

 

$

1.8

 

 

$

2.3

 

Restructuring expense incurred

 

 

 

 

 

0.9

 

 

 

0.9

 

Cash payments

 

 

(0.1

)

 

 

(1.4

)

 

 

(1.5

)

Balance at March 31, 2021

 

 

0.4

 

 

 

1.3

 

 

 

1.7

 

 

The following is a reconcilation of the accrued restructuring costs between January 1, 2020 and March 31, 2020:

 

 

 

2017 Altra

Plan

 

 

2019 Altra

Plan

 

 

Total All

Plans

 

Balance at January 1, 2020

 

$

1.5

 

 

$

2.6

 

 

$

4.1

 

Restructuring expense incurred

 

 

0.2

 

 

 

1.4

 

 

 

1.6

 

Cash payments

 

 

(0.4

)

 

 

(1.4

)

 

 

(1.8

)

Balance at March 31, 2020

 

 

1.3

 

 

 

2.6

 

 

 

3.9

 

 

15


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

 

 

The following is a reconciliation of restructuring expense by segment for the quarter ended March 31, 2021:

 

 

 

2017 Altra

Plan

 

 

2019 Altra

Plan

 

 

Total All

Plans

 

Power Transmission Technologies

 

$

 

 

$

0.6

 

 

$

0.6

 

Automation & Specialty

 

 

 

 

 

0.3

 

 

 

0.3

 

Total restructuring expense

 

$

 

 

$

0.9

 

 

$

0.9

 

 

The following is a reconciliation of restructuring expense by segment for the quarter ended March 31, 2020:

 

 

 

2017 Altra

Plan

 

 

2019 Altra

Plan

 

 

Total All

Plans

 

Power Transmission Technologies

 

$

0.2

 

 

$

0.4

 

 

$

0.6

 

Automation & Specialty

 

 

 

 

 

1.0

 

 

 

1.0

 

Total restructuring expense

 

$

0.2

 

 

$

1.4

 

 

$

1.6

 

 

 

 

The total accrued restructuring reserve as of March 31, 2021, and as of March 31, 2020 relate primarily to severance and consolidation costs under the 2017 Altra Plan and the 2019 Altra Plan and are recorded in accruals and other current liabilities on the accompanying unaudited condensed consolidated balance sheet.

14. Segments, Concentrations and Geographic Information

Segments

The internal reporting structure used by our Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources determines the basis for our reportable operating segments. Our CODM is our Chief Executive Officer, and he evaluates operations and allocates resources based on a measure of income from operations.  Our operations are organized in 2 reporting segments that are aligned with key product types and end markets served, Power Transmission Technologies (“PTT”) and Automation & Specialty (“A&S”):

 

Power Transmission Technologies - PTT.     This segment includes the following key product offerings:

 

o

Couplings, Clutches & Brakes.     Couplings are the interface between two shafts, which enable power to be transmitted from one shaft to the other. Clutches in this segment are devices that use mechanical, hydraulic, pneumatic, or friction type connections to facilitate engaging or disengaging two rotating members. Brakes are combinations of interacting parts that work to slow or stop machinery.  Products in this segment are generally used in heavy industrial applications and energy markets.

 

o

Electromagnetic Clutches & Brakes.    Products in this segment include brakes and clutches that are used to electronically slow, stop, engage or disengage equipment utilizing electromagnetic friction type connections.   Products in this segment are used in industrial and commercial markets including agricultural machinery, material handling, motion control, and turf & garden.

 

o

Gearing.    Gears are utilized to reduce the speed and increase the torque of an electric motor or engine to the level required to drive a particular piece of equipment. Gears produced by the Company are primarily utilized in industrial applications.

 

Automation & Specialty – A&S.    This segment includes the following key brands:

 

o

Kollmorgen: Provides rotary precision motion solutions, including servo motors, stepper motors, high performance electronic drives and motion controllers and related software, and precision linear actuators. These products are used in advanced material handling, aerospace and defense, factory automation, medical, packaging, printing, semiconductor, robotic and other applications.

 

16


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

 

 

o

Portescap: Provides high-efficiency miniature motors and motion control products, including brush and brushless DC motors, can stack motors and disc magnet motors. These products are used in medical, industrial power tool and general industrial equipment applications.

 

 

o

Thomson: Provides systems that enable and support the transition of rotary motion to linear motion. Products include linear bearings, guides, glides, lead and ball screws, industrial linear actuators, clutch brakes, precision gears, resolvers and inductors. These products are used in factory automation, medical, mobile off-highway, material handling, food processing and other niche applications.

 

 

o

Jacobs Vehicle Systems (JVS): Provides renowned “Jake Brake” diesel engine braking systems and valve actuation mechanisms for the commercial vehicle market, including compression release, bleeder and exhaust brakes. These products are primarily used in heavy duty Class 8 truck applications.

 

Segment financial information and a reconciliation of segment results to unaudited condensed consolidated results are as follows:

 

 

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Net Sales:

 

 

 

 

 

 

 

 

Power Transmission Technologies

 

$

221.0

 

 

$

216.7

 

Automation & Specialty

 

 

252.1

 

 

 

218.6

 

Inter-segment eliminations

 

 

(1.0

)

 

 

(1.1

)

Net sales

 

$

472.1

 

 

$

434.2

 

Income/(loss) from operations:

 

 

 

 

 

 

 

 

Segment earnings:

 

 

 

 

 

 

 

 

Power Transmission Technologies

 

$

27.8

 

 

$

25.7

 

Automation & Specialty

 

 

41.4

 

 

 

(118.7

)

Corporate expenses (1)

 

 

(3.2

)

 

 

(3.4

)

Restructuring costs

 

 

(0.9

)

 

 

(1.6

)

Income/(loss) from operations

 

$

65.1

 

 

$

(98.0

)

Other non-operating expense:

 

 

 

 

 

 

 

 

Net interest expense

 

 

16.9

 

 

 

17.4

 

Other non-operating expense, net

 

 

(1.5

)

 

 

(1.5

)

Total non-operating expense

 

$

15.4

 

 

$

15.9

 

Income/(loss) before income taxes

 

 

49.7

 

 

 

(113.9

)

Provision for income taxes

 

 

10.5

 

 

 

2.7

 

Net income/(loss)

 

$

39.2

 

 

$

(116.6

)

 

(1)

Certain expenses are maintained at the corporate level and are not allocated to the segments. These include various administrative expenses related to the Company’s corporate headquarters, certain U.S. healthcare costs and credits, depreciation on capitalized software costs, non-capitalizable software implementation costs and acquisition related expenses.

Selected information by segment (continued):

 

 

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

Power Transmission Technologies

 

$

8.0

 

 

$

8.2

 

Automation & Specialty

 

 

22.0

 

 

 

23.3

 

Corporate

 

 

0.7

 

 

 

0.6

 

Total depreciation and amortization

 

$

30.7

 

 

$

32.1

 

17


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

 

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Total assets:

 

 

 

 

 

 

 

 

Power Transmission Technologies

 

$

1,059.9

 

 

$

1,047.4

 

Automation & Specialty

 

 

2,966.9

 

 

 

2,928.2

 

Corporate (2)

 

 

140.7

 

 

 

240.6

 

Total assets

 

$

4,167.5

 

 

$

4,216.2

 

 

 

(2)

Corporate assets are primarily cash and cash equivalents, tax related asset accounts, certain capitalized software costs, and property, plant and equipment.

Net sales to third parties by geographic region are as follows:

 

 

 

Net Sales

 

 

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

North America (primarily U.S.)

 

$

247.0

 

 

$

245.3

 

Europe excluding Germany

 

 

84.9

 

 

 

74.8

 

Germany

 

 

51.0

 

 

 

52.5

 

China

 

 

64.1

 

 

 

38.4

 

Asia and other excluding China

 

 

25.1

 

 

 

23.2

 

Total

 

$

472.1

 

 

$

434.2

 

 

Net sales to third parties are attributed to the geographic regions based on the country in which the shipment originates. Amounts attributed to the geographic regions for property, plant and equipment are based on the location of the entity, which holds such assets.

 

15. Derivative Financial Instruments

 

The Company may manage changes in market conditions related to interest on debt obligations and foreign currency exposures by entering into derivative instruments, including interest rate and foreign currency swap agreements. All derivative instruments are recognized as either assets or liabilities on the balance sheet at fair value at the end of each period. The Company determines the fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available for various types of financial instruments (such as forwards, options and swaps), the Company uses standard models with market-based inputs, which take into account the present value of estimated future cash flows and the ability of Altra or the financial counterparty to perform. For cross-currency interest rate swaps, the significant inputs are interest rate curves for discounting future cash flows, and exchange rate curves of the foreign currency for translating future cash flows. For interest rate swaps, the significant inputs to these models are interest rate curves for discounting future cash flows that are adjusted for credit risk. Both cross-currency interest rate swaps and interest rate swaps are Level 2 investments. Refer to Note 5 for a description of the fair value levels. For designated hedging relationships, the Company formally documents the hedging relationship consistent with the requirements of ASC 815, Derivatives.

 

Cross-Currency Interest Rate Swaps

In December 2018, the Company entered into cross-currency swap agreements to hedge its net investment in Euro-denominated assets against future volatility in the exchange rate between the U.S. dollar and the Euro. By doing so, the Company synthetically converted a portion of its U.S. dollar-based long-term debt into Euro-denominated long-term debt. At inception, the cross-currency swaps were designated as net investment hedges.

18


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

For net investment hedges, changes in the fair value of the effective portion of the derivatives’ gains or losses are reported as foreign currency translation gains or losses in accumulated other comprehensive income (loss) (“AOCIL”). The gains or losses on derivative instruments reported in AOCIL are reclassified to earnings in the period in which earnings are affected by the underlying item, such as a disposal or substantial liquidations of the entities being hedged.  During the first quarter of 2020, the Company terminated the cross-currency interest rate swaps. The Company received the cash value of the cross-currency interest rate swaps of approximately $56.2 million upon termination. In addition, the Company paid the interest owed and received the interest due, resulting in the recognition of approximately $3.3 million in net interest income, and paid termination fees of approximately $0.9 million. At March 31, 2021, the Company had a gain in AOCIL of approximately $44.8 million, net of $11.4 million of tax. That balance will remain in AOCIL until the period in which earnings are affected by the underlying item, such as a disposal or substantial liquidations of the entities being hedged.

 

 

 

Interest Rate Swaps  

In January 2017, the Company entered into an interest rate swap agreement to fix the variable interest rate payable on a portion of its outstanding borrowings. This interest rate swap matured on January 31, 2020. Additionally, in December 2018, the Company entered into an interest rate swap agreement designed to manage the cash flow risk caused by interest rate changes on the forecasted interest payments expected to occur related to a portion of its outstanding borrowings under the Altra Credit Agreement.

 

The interest rate swap agreement was designed to manage exposure to interest rates on the Company’s variable rate indebtedness and was recognized on the balance sheet at fair value. The Company designated this interest rate swap agreement as a cash flow hedge and changes in the fair value of the swap were recognized in other comprehensive income until the hedged items were recognized in earnings.

 

During 2020, the Company terminated the interest rate swap agreement. The Company paid the cash value of the interest rate swaps of approximately $34.7 million upon termination. In addition, the Company paid the interest owed and received the interest due, resulting in the recognition of approximately $0.1 million in net interest expense, and paid termination fees of approximately $0.1 million. At March 31, 2021, the Company had a loss in AOCIL of approximately $18.0 million, net of $4.6 million of tax benefit. The loss on the interest rate swap reported in AOCIL will be reclassified to earnings in future periods when the hedged transaction affects earnings or if it is determined that it is probable that the hedged transaction will not occur. The Company reclassified $2.4 million, net of $0.7 million of tax benefit, of non-cash interest expense from AOCIL to earnings for the quarter ended March 31, 2021.

 

The following table summarizes the balance of the Company's derivative instruments designated as cash flow hedges (in millions):

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Cash flow hedge:

 

Amount of Gain/(Loss) in AOCI

 

Interest rate swap agreement

 

$

22.6

 

 

$

25.7

 

 

 

16. Commitments and Contingencies

 

 

General Litigation

The Company is involved in various pending legal proceedings arising out of the ordinary course of business. These proceedings primarily involve commercial claims, product liability claims, personal injury claims, and workers’ compensation claims. With respect to these proceedings, management believes that the Company will prevail, has adequate insurance coverage or has established appropriate reserves to cover potential liabilities. Any costs that management estimates may be paid related to these proceedings or claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adversely to the Company, there could be a material adverse effect on the results of operations, cash flows, or financial condition of the Company. We have established loss provisions for matters in which losses are probable and can be reasonably estimated. For matters where a reserve has not been established and for which we believe a loss is reasonably possible, as well as for matters where a reserve has been recorded but for which an exposure to loss in excess of the amount accrued is reasonably possible, we believe that such losses, individually and in the aggregate, will not have a material effect on our unaudited condensed consolidated financial statements.

19


ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

 

Our estimates regarding potential losses and materiality are based on our judgment and assessment of the claims utilizing currently available information. Although we will continue to reassess our reserves and estimates based on future developments, our objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from our current estimates. We will continue to consider the applicable guidance in ASC 450-20, based on the facts known at the time of our future filings, as it relates to legal contingencies, and will adjust our disclosures as may be required under the guidance.

There were 0 material amounts accrued in the accompanying unaudited condensed consolidated balance sheets for potential litigation as of March 31, 2021 or December 31, 2020.

The Company also risks exposure to product liability claims in connection with products it has sold and those sold by businesses that the Company acquired. Although in some cases third parties have retained responsibility for product liability claims relating to products manufactured or sold prior to the acquisition of the relevant business and in other cases the persons from whom the Company has acquired a business may be required to indemnify the Company for certain product liability claims subject to certain caps or limitations on indemnification, the Company cannot assure that those third parties will in fact satisfy their obligations with respect to liabilities retained by them or their indemnification obligations. If those third parties become unable to or otherwise do not comply with their respective obligations including indemnity obligations, or if certain product liability claims for which the Company is obligated were not retained by third parties or are not subject to these indemnities, the Company could become subject to significant liabilities or other adverse consequences. Moreover, even in cases where third parties retain responsibility for product liability claims or are required to indemnify the Company, significant claims arising from products that have been acquired could have a material adverse effect on the Company’s ability to realize the benefits from an acquisition, could result in the reduction of the value of goodwill that the Company recorded in connection with an acquisition, or could otherwise have a material adverse effect on the Company’s business, financial condition, or operations.

Environmental

There is contamination at some of the Company’s current facilities, primarily related to historical operations at those sites, for which the Company could be liable for the investigation and remediation under certain environmental laws. The potential for contamination also exists at other of the Company’s current or former sites, based on historical uses of those sites. The Company currently is not undertaking any material remediation or investigations and the costs or liability in connection with potential contamination conditions at these facilities cannot be predicted at this time because the potential existence of contamination has not been investigated or not enough is known about the environmental conditions or likely remedial requirements. Currently, other parties with contractual liability are addressing or have plans or obligations to address those contamination conditions that may pose a material risk to human health, safety or the environment. In addition, while the Company attempts to evaluate the risk of liability associated with these facilities at the time the Company acquired them, there may be environmental conditions currently unknown to the Company relating to prior, existing or future sites or operations or those of predecessor companies whose liabilities the Company may have assumed or acquired which could have a material adverse effect on the Company’s business.

The Company is being indemnified, or expects to be indemnified, by third parties subject to certain caps or limitations on the indemnification, for certain environmental costs and liabilities associated with certain owned or operated sites. Accordingly, based on the indemnification and the experience with similar sites of the environmental consultants who the Company has hired, the Company does not expect such costs and liabilities to have a material adverse effect on its business, operations or earnings. The Company cannot assure you, however, that those third parties will in fact satisfy their indemnification obligations. If those third parties become unable to, or otherwise do not, comply with their respective indemnity obligations, or if certain contamination or other liability for which the Company is obligated is not subject to these indemnities, the Company could become subject to significant liabilities.

From time to time, the Company is notified that it is a potentially responsible party and may have liability in connection with off-site disposal facilities. To date, the Company has generally resolved matters involving off-site disposal facilities for a nominal sum but there can be no assurance that the Company will be able to resolve pending or future matters in a similar fashion.

 

 

17. Subsequent Events

On April 27, 2021, the Company declared a dividend of $0.08 per share for the quarter ended June 30, 2021 , payable on July 2, 2021 to stockholders of record as of June 18, 2021.

 

 

 

 

20


 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company’s current estimates, expectations and projections about the Company’s future results, performance, prospects and opportunities. Forward-looking statements include, among other things, the information concerning the Company’s possible future results of operations including revenue, costs of goods sold, gross margin, future profitability, future economic improvement, business and growth strategies, financing plans, expected leverage levels, the Company’s competitive position and the effects of competition, the projected growth of the industries in which we operate, and the Company’s ability to consummate strategic acquisitions and other transactions. In addition, all statements regarding the anticipated effects of the novel coronavirus, or COVID-19, pandemic and the responses thereto, including the pandemic’s impact on general economic and market conditions, as well as on our business, customers, end markets, results of operations and financial condition and anticipated actions to be taken by management to sustain the Company during the economic uncertainty caused by the pandemic and related governmental and business actions, as well as other statements that are not strictly historic in nature are forward looking. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect” “forecast,” “intend,” “plan,” “may,” “project,” “should,” “will,” “would,” and similar expressions or variations. These forward-looking statements are based upon information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

Important factors that could cause the Company’s actual results to differ materially from the results referred to in the forward-looking statements the Company makes in this report include:

 

 

the effects of intense competition in the markets in which we operate;

 

the cyclical nature of the markets in which we operate;

 

the Company’s ability to invest in new technologies and manufacturing techniques and to develop or adapt to changing technology and manufacturing techniques;

 

political and economic conditions globally, nationally, regionally, and in the markets in which we operate;

 

international operations, including currency risks;

 

the loss of independent distributors on which we rely;

 

the accuracy of estimated forecasts of OEM customers;

 

the scope and duration of the COVID-19 global pandemic and its impact on global economic systems, our employees, sites, operations, customers, and supply chain, including the impact of the pandemic on manufacturing and supply capabilities throughout the world;

 

disruption of our supply chain;

 

the disruption of the Company’s production or commercial activities;

 

natural disasters, war, civil unrest, terrorism, fire, floods, tornadoes, earthquakes, hurricanes, pandemics, including, but not limited to, the COVID-19 pandemic, or other matters beyond the Company’s control;

 

fluctuations in the costs of raw materials used in our products;

 

work stoppages and other labor issues involving the Company’s facilities or the Company’s customers;

 

the Company’s ability to retain key executives;

 

the Company’s ability to recruit, retain and motivate key sales, marketing or engineering personnel;

 

the Company’s ability to obtain or protect intellectual property rights and avoid infringing on the intellectual property rights of others;

 

unplanned repairs or equipment outages;

 

failure of the Company’s operating equipment or information technology infrastructure, including cyber-attacks or other security breaches, and failure to comply with data privacy laws or regulations;

 

the Company’s ability to implement and maintain its Enterprise Resource Planning (ERP) system;

 

the Company’s exposure to renewable energy markets;

 

the Company’s ability to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement, restructuring, plant consolidation and other business optimization initiatives;

 

the Company’s ability to achieve its business plans, including with respect to an uncertain economic environment;

 

global economic changes and continued volatility and disruption in global financial markets;

 

adverse conditions in the credit and capital markets limiting or preventing the Company’s and its customers’ and suppliers’ ability to borrow or raise capital;

21


 

 

changes in market conditions that would result in the impairment of goodwill, indefinite lived intangibles or other assets of the Company;

 

any negative effects of the Company’s leverage, which could adversely affect its financial health;

 

the significant operating and financial restrictions imposed by the Altra Credit Agreement;

 

the Company’s exposure to variable interest rates and foreign currency exchange rates, including risks related to transitioning from LIBOR to a replacement alternative reference rate and risks related to the use of hedging arrangement to manage interest rate and currency risk;

 

changes in accounting rules and standards, audits, compliance with the Sarbanes-Oxley Act, and regulatory investigations;

 

changes to trade policies, legislation, treaties, regulations and tariffs both in and outside of the United States;

 

exposure to United Kingdom political developments, including the effect of its withdrawal from the European Union, and the uncertainty surrounding the implementation and effect of Brexit and related negative developments in the European Union and elsewhere;

 

defects, quality issues, inadequate disclosure or misuse with respect to our products and capabilities and related potential product liability claims;

 

the outcome of litigation to which the Company is a party from time to time;

 

changes in labor or employment laws;

 

environmental laws and regulations and the Company’s failure to comply with such laws;

 

tax laws and regulations in various jurisdictions to which the Company is subject and the inability to successfully defend claims from taxing authorities related to the Company’s current or acquired businesses;

 

changes in the Company’s tax rates, including enactment of the 2017 Tax Act, or exposure to additional income tax liabilities or assessments, as well as audits by tax authorities;

 

changes in volatility of the Company’s stock price and the risk of litigation following a decline in the price of the Company’s stock;

 

the Company’s ability to successfully execute, manage and integrate key acquisitions and mergers, including the Fortive Transaction;

 

the risks associated with the Company’s ability to successfully divest or otherwise dispose of businesses that that are deemed not to fit with our strategic plan or are not achieving the desired return on investment;

 

the Company’s debt and access to capital, credit ratings, indebtedness, and ability to raise additional capital and operate under the terms of the Company’s debt obligations;

 

restrictions relating to the tax free treatment of the Fortive Transaction; and

 

other factors, risks, and uncertainties referenced in the Company’s filings with the Securities and Exchange Commission, including the “Risk Factors” set forth in our Annual Report on Form 10-K.

ALL FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS REPORT. EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR RELEASE ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT ANY EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS REPORT OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO US OR ANY PERSON ACTING ON THE COMPANY’S BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS CONTAINED OR REFERRED TO IN THIS SECTION AND IN OUR RISK FACTORS SET FORTH (1) IN THE SECTION TITLED “RISK FACTORS,” SET FORTH IN PART II, ITEM 1A OF THIS QUARTERLY REPORT ON FORM 10-Q; (2) IN PART I, ITEM 1A OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2020, FILED WITH THE SEC ON FEBRUARY 26, 2021; AND (3) IN THE COMPANY’S OTHER SEC FILINGS.

The following discussion of the financial condition and results of operations of Altra Industrial Motion Corp. and its subsidiaries should be read together with (1) the unaudited condensed consolidated financial statements of Altra Industrial Motion Corp. and its subsidiaries and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and (2) the audited consolidated financial statements of Altra Industrial Motion Corp. and its subsidiaries and the related notes and management’s discussion and analysis of financial conditions and results of operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The following discussion includes forward-looking statements.  For a discussion of important factors that could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Forward-Looking Statements” and “Risk Factors” in this Quarterly Report on Form 10-Q and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.  Unless the context requires otherwise, the terms “Altra,” “Altra Industrial Motion Corp.,” “the Company,” “we,” “us,” and “our” refer to Altra Industrial Motion Corp. and its subsidiaries.

22


 

General

 

We are a leading global designer, producer and marketer of a wide range of electromechanical power transmission motion control (“PTMC”) products. Our technologies are used in various motion related applications and across a wide variety of high-volume manufacturing and non-manufacturing processes in which reliability and precision are critical to avoid costly down time and enhance the overall efficiency of operations.

We market our products under well recognized and established brands, which have been in existence for an average of over 85 years.  We serve a diversified group of customers comprised of over 1,000 direct original equipment manufacturers (“OEMs”) including GE, Honeywell and Siemens, and also benefit from established, long-term relationships with leading industrial distributors, including Applied Industrial Technologies, Grainger, Kaman Industrial Technologies and Motion Industries. Many of our customers operate globally across a large number of industries, ranging from transportation, turf and agriculture, energy and mining to factory automation, medical and robotics. Our relationships with these customers often span multiple decades, which we believe reflects the high level of performance, quality and service we deliver, supplemented by the breadth of our offering, vast geographic footprint and our ability to rapidly develop custom solutions for complex customer requirements.

Our website is www.altramotion.com. By following the link “Investor Relations” and then “SEC Filings” on our website, you can access our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which we make available free of charge, as soon as reasonably practicable after such forms are filed with or furnished to the SEC. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this Quarterly Report on Form 10-Q.

 

Business Outlook

 

Our future financial performance depends, in large part, on conditions in the markets that we serve and on conditions in the U.S., European, and global economies in general.  

 

During the quarter ended March 31, 2021, we experienced demand acceleration across several end markets, including transportation, factory automation and specialty machinery, and increasing strength in most of the geographies we serve.  We continued to manage supply chain challenges to minimize customer disruptions and control costs.  Our topline performance and ongoing focus on cost management led to strong earnings and cash flow from operations which allowed us to continue to pay down debt.

 

The COVID-19 pandemic continues to affect the global economy and business environment.  In the first quarter, the Company’s Pandemic Response Team continued to identify and assess risks and develop countermeasures following guidance from national, state and local governmental and health authorities.  In addition, the Company’s Business Continuity Task Force continued to work to ensure continuity of supply for its customers.  During the first quarter, Altra experienced minimal supply chain disruption and all material manufacturing facilities continued to be operational.

 

The COVID-19 pandemic and its effects on the economic environment remain extremely fluid and it is difficult to predict with certainty what unforeseen circumstances may develop as we progress through the remainder of the year.  As a result, we will continue to proceed cautiously by managing our cost structure and cash flows and prioritizing debt reduction.  In addition, we are implementing strategic plans to best position Altra to adapt to these changing conditions and to continue to serve our customers and community.                

Critical Accounting Policies

The preparation of our unaudited condensed consolidated financial statements and related disclosures in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make judgments, assumptions and estimates that affect our reported amounts of assets, revenues and expenses, as well as related disclosures of contingent assets and liabilities. We base our estimates on past experiences and other assumptions we believe to be appropriate, and we evaluate these estimates on an on-going basis. See the discussion of critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2020. There have been no changes in the identification or application of the Company’s critical accounting policies during the quarter ended March 31, 2021.

Recent Accounting Standards

 

See Part 1, Notes to Unaudited Condensed Consolidated Interim Financial Statements, Note 3 – Recent Accounting Standards.

23


 

Results of Operations

(Amounts in millions, unless otherwise noted)

 

 

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Net sales

 

$

472.1

 

 

$

434.2

 

Cost of sales

 

 

300.4

 

 

 

281.2

 

Gross profit

 

 

171.7

 

 

 

153.0

 

Gross profit percentage

 

 

36.4

%

 

 

35.2

%

Selling, general and administrative expenses

 

 

89.8

 

 

 

87.1

 

Impairment of Goodwill and Intangible Asset

 

 

 

 

 

147.5

 

Research and development expenses

 

 

15.9

 

 

 

14.8

 

Restructuring costs

 

 

0.9

 

 

 

1.6

 

Income from operations

 

 

65.1

 

 

 

(98.0

)

Interest expense, net

 

 

16.9

 

 

 

17.4

 

Other non-operating expense/(income), net

 

 

(1.5

)

 

 

(1.5

)

Income/(loss) before income taxes

 

 

49.7

 

 

 

(113.9

)

Provision for income taxes

 

 

10.5

 

 

 

2.7

 

Net income/(loss)

 

$

39.2

 

 

$

(116.6

)

 

Quarter Ended March 31, 2021 compared with Quarter Ended March 31, 2020

(Amounts in millions, unless otherwise noted)

 

Amounts in millions, except percentage data

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

Change

 

 

%

 

Net sales

 

$

472.1

 

 

$

434.2

 

 

$

37.9

 

 

 

8.7

%

 

Net SalesThe increase in net sales during the quarter ended March 31, 2021 is primarily due to the strength in heavy duty class 8 truck sales in the United States and China, as well as improvements in the agriculture and medical device end markets. Foreign exchange had a favorable impact on net sales of $14.8 million, primarily driven by the Euro. The increase in sales was also due to price, which had a favorable impact of $3.0 million for the quarter ended March 31, 2021.

 

Amounts in millions, except percentage data

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

Change

 

 

%

 

Gross profit

 

$

171.7

 

 

$

153.0

 

 

$

18.7

 

 

 

12.2

%

Gross profit as a percent of sales

 

 

36.4

%

 

 

35.2

%

 

 

 

 

 

 

 

 

 

Gross Profit Gross profit increased during the quarter ended March 31, 2021, primarily due to strength in the heavy duty class 8 truck markets in the United States and China, as well as improvements in the agriculture and medical device end markets. Changes in foreign exchange had a favorable impact on gross profit of $5.6 million, primarily driven by the Euro. The increase in gross profit was also due to price, which had a favorable impact of $3.0 million for the quarter ended March 31, 2021.

 

Amounts in millions, except percentage data

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

Change

 

 

%

 

Selling, general and administrative expense (“SG&A”)

 

$

89.8

 

 

$

87.1

 

 

$

2.7

 

 

 

3.1

%

SG&A as a percent of sales

 

 

19.0

%

 

 

20.1

%

 

 

 

 

 

 

 

 

 

24


 

 

Selling, general and administrative expenses The increase in SG&A during the quarter ended March 31, 2021, when compared to the quarter ended March 31, 2020, was primarily due to foreign exchange, which had an unfavorable impact on SG&A of $2.6 million, primarily driven by the Euro. The increase in SG&A was also due to merit increases and healthcare expenses, which were partially offset by the elimination of certain non-critical expenses, including travel.   

 

Amounts in millions, except percentage data

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

Change

 

 

%

 

Research and development expenses (“R&D”)

 

$

15.9

 

 

$

14.8

 

 

$

1.1

 

 

 

7.4

%

 

Research and development expense Research and development expenses increased for the quarter ended March 31, 2021 when compared to the quarter ended March 31, 2020 primarily due to foreign exchange, which had an unfavorable impact on R&D of $0.7 million, primarily driven by the Euro. We expect R&D costs to be approximately 2.5% - 3.5% of sales in future periods.

 

Amounts in millions, except percentage data

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

Change

 

 

%

 

Restructuring costs

 

$

0.9

 

 

$

1.6

 

 

$

(0.7

)

 

 

(43.8

)%

 

Restructuring costs.    During the quarter ended September 30, 2017, we commenced a restructuring plan (“2017 Altra Plan”) as a result of Altra’s acquisition of Stromag and to rationalize our global renewable energy business.  The actions taken pursuant to the 2017 Altra Plan included reducing headcount, facility consolidations and the elimination of certain costs. The total 2017 Altra Plan savings are in line with our expectations. We do not expect to incur any additional material costs as a result of the 2017 Altra Plan. 

 

During 2019, we commenced a restructuring plan (“2019 Altra Plan”) to drive efficiencies, reduce the number of facilities and optimize our operating margin. We expect to incur $4 - $6 million in restructuring expenses under the 2019 Altra Plan over the next two years, primarily related to headcount reductions and plant consolidations. We achieved savings of $3.2 million during the quarter ended March 31, 2021 under the 2019 Altra Plan and estimate additional future savings during 2021 to be approximately $3.7 million.  The cost savings for the quarter ended March 31, 2021 were recognized as reductions in SG&A and Cost of Sales of approximately $1.7 million and $1.5 million, respectively.

 

Amounts in millions, except percentage data

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

Change

 

 

%

 

Interest expense, net

 

$

16.9

 

 

$

17.4

 

 

$

(0.5

)

 

 

(2.9

)%

 

Interest expenseInterest expense decreased for the quarter ended March 31, 2021 compared to the prior year period primarily due to the impact of debt paydowns of approximately $174.0 million since the first quarter of 2020, which resulted in lower outstanding borrowings and lower average interest rates. We expect our interest expense in 2021 to continue to decrease as additional principal payments on our debt are made.

 

Amounts in millions, except percentage data

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

Change

 

 

%

 

Provision for income taxes

 

$

10.5

 

 

$

2.7

 

 

$

7.8

 

 

 

288.9

%

Provision for income taxes as a percent of income before

   income taxes

 

 

21.1

%

 

 

(2.4

)%

 

 

 

 

 

 

 

 

 

Provision for Income Taxes The provision for income tax as a percentage of income before income taxes increased for the quarter ended March 31, 2021 as compared to the quarter ended March 31, 2020. The provision for income tax as a percent of income before income taxes during the quarter ended March 31, 2020 was impacted by a $139.1 million non-cash impairment charge recorded at the JVS reporting unit in the United States and China. The increase in the 2021 provision for income tax as a percent of income before income taxes is due to the impact of $1.5 million of accrued withholding tax as a result of a pending dividend from one of our foreign subsidiaries. This was partially offset by a $0.7 million tax benefit as a result of a stock compensation vesting event that occurred in the first quarter of 2021. We expect our provision for income taxes before discrete items to be approximately 21% to 23% for the full year 2021.

 

25


 

 

 

 

Segment Performance

(Amounts in millions unless otherwise noted)

 

 

 

Quarter Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Net Sales:

 

 

 

 

 

 

 

 

Power Transmission Technologies

 

$

221.0

 

 

$

216.7

 

Automation & Specialty

 

 

252.1

 

 

 

218.6

 

Inter-segment eliminations

 

 

(1.0

)

 

 

(1.1

)

Net sales

 

$

472.1

 

 

$

434.2

 

(Loss)/Income from operations:

 

 

 

 

 

 

 

 

Segment earnings:

 

 

 

 

 

 

 

 

Power Transmission Technologies

 

$

27.8

 

 

$

25.7

 

Automation & Specialty

 

 

41.4

 

 

 

(118.7

)

Corporate expenses (1)

 

 

(3.2

)

 

 

(3.4

)

Restructuring costs

 

 

(0.9

)

 

 

(1.6

)

(Loss)/Income from operations

 

$

65.1

 

 

$

(98.0

)

 

(1)

Certain expenses are maintained at the corporate level and not allocated to the segments. These include various administrative expenses related to the Company’s corporate headquarters, certain U.S. healthcare costs and credits, depreciation on capitalized software costs, non-capitalizable software implementation costs and acquisition related expenses.

Power Transmission Technologies

Net sales in the Power Transmission Technologies segment were $221.0 million in the quarter ended March 31, 2021. The increase of approximately $4.3 million or 2.0% from the quarter ended March 31, 2020 is primarily due to the strength in our distribution channel, and the turf and garden and agriculture end markets. The improvements in these end markets was offset by declines in oil and gas, defense and mining end markets. In addition, changes in foreign exchange for the quarter ended March 31, 2021 had a favorable impact on net sales of $8.3 million, primarily driven by the Euro. Price also had a favorable impact on net sales for the quarter ended March 31, 2021 of $1.8 million. Income from operations for the quarter ended March 31, 2021 was $27.8 million, an increase of 8.2%, which is primarily driven by the increase in sales.   

Automation & Specialty

 

Net sales in the Automation & Specialty segment were $252.1 million in the quarter ended March 31, 2021. The increase for the quarter ended March 31, 2021 of approximately $33.5 million, or 15.3%, was primarily due to strength in heavy duty class 8 truck sales in the United States and China, as well as improvements in the medical device and factory automation end markets. In addition, changes in foreign exchange for the quarter ended March 31, 2021 had a favorable impact of $6.5 million, primarily driven by the Euro. Price had a favorable impact on net sales for the quarter ended March 31, 2021 of $1.2 million. The Automation & Specialty segment had income from operations for the quarter ended March 31, 2021 of $41.4 million, an increase of $160.1 million, or 135.9%, primarily due to the non-cash impairment charges of $8.4 million and $139.1 million for indefinite-lived intangible assets and goodwill, respectively, recorded at the JVS reporting unit during the quarter ended March 31, 2020.

 

Liquidity and Capital Resources

 

Overview

 

We finance our capital and working capital requirements through a combination of cash flows from operating activities and borrowings under the Altra Revolving Credit Facility (as defined herein). At March 31, 2021, we had the ability under the Altra Revolving Credit Facility to borrow an additional $295.2 million subject to satisfying customary conditions.  We expect that our primary ongoing requirements for cash will be for working capital, debt service, capital expenditures, acquisitions, pensions, and dividends.  

 

26


 

 

On October 1, 2018 (the “A&S Closing Date”), we consummated the Fortive Transaction.  The aggregate purchase price for the A&S Business was approximately $2,855.7 million, subject to certain post-closing adjustments, and consisted of (i) $1,400.0 million of cash transferred to Fortive and (ii) shares of Altra common stock received by Fortive shareholders valued at approximately $1,455.7 million.  The value of the common stock was based on the closing stock price on the A&S Closing Date of $41.59.  We financed the cash portion of the Fortive Transaction with the Altra Credit Facilities (as defined herein).

 

We believe, based on current and projected levels of cash flows from operating activities, together with our ability to borrow under the Altra Revolving Credit Facility, that we have sufficient liquidity to make required payments of interest on our debt, to make amortization payments under the Altra Credit Facilities , to fund our operating needs, to fund working capital and capital expenditure requirements and to comply with the financial ratios in our debt agreements. It is difficult, however, to predict the severity and duration of the economic decline due to the impact of the COVID-19 pandemic but we have taken several proactive measures to protect our balance sheet and strengthen our liquidity position, as discussed above under “Business Outlook.”

 

In the event additional funds are needed for operations, we could attempt to obtain new debt and/or refinance existing debt, or attempt to raise capital in the equity markets.  There can be no assurance, however, that additional debt or equity financing will be available on commercially acceptable terms, if at all.

 

Notes

 

On September 26, 2018, Stevens Holding Company, Inc., a wholly owned subsidiary of the Company (“Stevens Holding”), announced the pricing of $400.0 million aggregate principal amount of Stevens Holding’s 6.125% senior notes due 2026 (the “Notes”) in a private debt offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933 (the “Private Placement”). On October 1, 2018, the Private Placement closed, and Stevens Holding sold $150.0 million aggregate principal amount of the Notes (the “Primary Notes”) and an unaffiliated selling securityholder sold $250.0 million aggregate principal amount of the Notes (the “Selling Securityholder Notes”). The Notes will mature on October 1, 2026. Interest on the Notes accrues from October 1, 2018, and the first interest payment date on the Notes was April 1, 2019. The Notes may be redeemed at the option of Stevens Holding on or after October 1, 2023, in the manner and at the redemption prices specified in the indenture governing the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. The Notes are guaranteed on a senior unsecured basis by Altra and certain of its domestic subsidiaries.  

 

The unaffiliated selling securityholder received the Selling Securityholder Notes from Fortive prior to the closing of the Private Placement in exchange for certain outstanding Fortive debt held or acquired by the unaffiliated selling securityholder.  Stevens Holding used the net proceeds of the Primary Notes to fund a dividend payment to Fortive prior to the consummation of the Merger, and Stevens Holding did not receive any proceeds from the sale of the Selling Securityholder Notes.

Altra Credit Agreement

 

On the A&S Closing Date, Altra entered into the Altra Credit Agreement with certain subsidiaries of Altra, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and a syndicate of lenders.  The Altra Credit Agreement provides for a seven-year senior secured term loan to Altra in an aggregate principal amount of $1,340.0 million (the “Altra Term Loan Facility”) and a five-year senior secured revolving credit facility provided to Altra and certain of its subsidiaries in an aggregate committed principal amount of $300.0 million (the “Altra Revolving Credit Facility” and together with the Altra Term Loan Facility, the “Altra Credit Facilities”). The proceeds of the Altra Term Loan Facility were used to (i) consummate the Direct Sales, (ii) repay in full and extinguish all outstanding indebtedness for borrowed money under the Company’s previous credit agreement and (iii) pay certain fees, costs, and expenses in connection with the consummation of the Fortive Transaction. Any proceeds of the Altra Term Loan Facility not so used may be used for general corporate purposes.  The proceeds of the Altra Revolving Credit Facility will be used for working capital and general corporate purposes.

 

The Altra Credit Facilities are guaranteed on a senior secured basis by Altra and by each direct or indirect wholly owned domestic subsidiary of Altra, subject to certain customary exceptions.

 

Borrowings under the Altra Term Loan Facility will bear interest at a per annum rate equal to a “Eurocurrency Rate” plus 2.00%, in the case of Eurocurrency Rate borrowings, or equal to a “Base Rate” plus 1.00%, in the case of Base Rate borrowings.  Borrowings under the Altra Revolving Credit Facility will initially bear interest at a per annum rate equal to a Eurocurrency Rate plus 2.00%, in the case of Eurocurrency Rate borrowings, or equal to a Base Rate plus 1.00%, in the case of Base Rate borrowings, and thereafter will bear interest at a per annum rate equal to a Eurocurrency Rate or Base Rate, as applicable, plus an interest rate spread determined by reference to a pricing grid based on Altra’s senior secured net leverage ratio.  In addition, Altra will be required to pay fees that will fluctuate between 0.250% per annum to 0.375% per annum on the unused amount of the Altra Revolving Credit Facility, based upon Altra’s senior secured net leverage ratio. The interest rate on the Altra Term Loan Facility was 2.115% at March 31, 2021.  

 

27


 

 

The Company provided notice to the administrative agent of the Altra Credit Agreement on March 9, 2020 and March 16, 2020 to draw down $50 million and $50 million, respectively, under the Altra Revolving Credit Facility. At that time, the Company had increased its borrowings under the Altra Revolving Credit Facility as a precautionary action in order to increase its cash position and enhance its financial flexibility during this period of uncertainty in the global markets resulting from COVID-19. On April 14, 2020, the Company provided notice to the administrative agent of the Altra Credit Agreement to repay $50 million outstanding under the Altra Revolving Credit Facility. On April 27, 2020 and May 27, 2020, the Company provided notice to the administrative agent to repay $15 million and $35 million, respectively, which were outstanding under the Altra Revolving Credit Facility. As of the period ended March 31, 2021, all outstanding borrowings under the Altra Revolving Credit Facility have been repaid.

As of March 31, 2021, the Company had $1,010.0 million outstanding on the Altra Credit Agreement.  As of March 31, 2021 and December 31, 2020, the Company had $4.8 million and $4.5 million in letters of credit outstanding, respectively. The Company had $295.2 million available to borrow under the Altra Credit Facilities at March 31, 2021.

 

Revolving borrowings and issuances of letters of credit under the Altra Revolving Credit Facility are subject to the satisfaction of customary conditions, including the accuracy of representations and warranties and the absence of defaults.

 

The Altra Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including limitations on liens, investments, restricted payments, additional indebtedness and asset sales and mergers.  In addition, the Altra Credit Agreement requires that Altra maintain a specified maximum senior secured leverage ratio and a specified minimum interest coverage ratio.  The obligations of the borrowers of the Altra Credit Facilities under the Altra Credit Agreement may be accelerated upon customary events of default, including non-payment of principal, interest, fees and other amounts, inaccuracy of representation and warranties, violation of covenants, cross default and cross acceleration, voluntary and involuntary bankruptcy or insolvency proceedings, inability to pay debts as they become due, material judgments, ERISA events, actual or asserted invalidity of security documents or guarantees and change in control.  

 

Borrowings

 

The following is a summary of our borrowings as of March 31, 2021 and March 31, 2020, respectively:

 

 

 

Amounts in millions

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Debt:

 

 

 

 

 

 

 

 

Term loan

 

$

1,010.0

 

 

$

1,184.0

 

Revolving Credit Facility

 

 

 

 

 

100.0

 

Notes

 

 

400.0

 

 

 

400.0

 

Mortgages and other

 

 

12.2

 

 

 

12.6

 

Finance leases

 

 

0.2

 

 

 

0.4

 

Total debt

 

$

1,422.4

 

 

$

1,697.0

 

 

Cash and Cash Equivalents

The following is a summary of our cash balances and cash flows (in millions) as of and for the year to date periods ended March 31, 2021 and March 31, 2020, respectively:

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

Change

 

Cash and cash equivalents at the beginning of the period

 

$

254.4

 

 

$

167.3

 

 

$

87.1

 

Net cash provided by operating activities

 

 

36.2

 

 

 

34.9

 

 

 

1.3

 

Net cash (used in) provided by investing activities

 

 

(9.6

)

 

 

48.0

 

 

 

(57.6

)

Net cash (used in) provided by financing activities

 

 

(27.1

)

 

 

80.1

 

 

 

(107.2

)

Effect of exchange rate changes on cash and

   cash equivalents

 

 

(4.5

)

 

 

(3.4

)

 

 

(1.1

)

Cash and cash equivalents at the end of the period

 

$

249.4

 

 

$

326.9

 

 

$

(77.5

)

 

28


 

 

Cash Flows for 2021

Net cash provided by operating activities was approximately $36.2 million for the quarter ended March 31, 2021, an increase of $1.3 million as compared to the prior year. This increase in net cash provided was primarily generated by net income of $39.2 million compared to a net loss of $116.6 million during the prior year. The net loss in the prior year was offset by a $147.5 million non-cash goodwill and intangible asset impairment charge.

Net cash used in investing activities for the quarter ended March 31, 2021 decreased approximately $57.6 million compared to the quarter ended March 31, 2020, primarily due to the cross-currency interest rate swap settlement proceeds of approximately $56.2 million received during the first quarter of 2020.

Net cash used in financing activities for the quarter ended March 31, 2021 as compared to the period ended March 31, 2020 decreased by $107.2 million, primarily due to the $100.0 million borrowing under the Altra Revolving Credit Facility received during the first quarter of 2020. This decrease was also a result of increased debt paydowns of approximately $14.0 million on our Term Loan Facility compared to the prior year, which was partially offset by a reduction in dividend payments of $7.4 million.

We intend to use our remaining cash and cash equivalents and cash flow from operations to provide for our working capital needs, to service our debt, including principal payments, for capital expenditures, for pension funding, and to pay dividends to our stockholders. As of March 31, 2021 we have approximately $141.8 million of cash and cash equivalents held by foreign subsidiaries. We believe, based on current and projected levels of cash flows from operating activities, together with our ability to borrow under the Altra Revolving Credit Facility, that we have sufficient liquidity to make required payments of interest on our debt, to make amortization payments under the Altra Credit Facilities, to fund our operating needs, to fund working capital and capital expenditure requirements and to comply with the financial ratios in our debt agreements. It is difficult, however, to predict the severity and duration of the economic decline due to the impact of the COVID-19 pandemic and any potential resulting impact to our cash flows.

Contractual Obligations

There were no material changes in our contractual obligations during the period ended March 31, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risk factors such as fluctuating interest rates, changes in foreign currency rates, and changes in commodity prices. During the reporting period, there have been no material changes to the quantitative and qualitative disclosures regarding our market risk set forth in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of March 31, 2021, our management, under the supervision and with the participation of our chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act, such as this Quarterly Report on Form 10-Q, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that, as of March 31, 2021, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended March 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

29


 

 

PART II - OTHER INFORMATION

We are, from time to time, party to various legal proceedings arising out of our business. During the reporting period, there have been no material changes to the description of legal proceedings set forth in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 1A. Risk Factors

 

The reader should carefully consider the Risk Factors described in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission. Those risk factors described elsewhere in this report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2020 are not the only risks we face, but are considered to be the most material. These risk factors could cause our actual results to differ materially from those stated in forward looking statements contained in this Form 10-Q and elsewhere. All risk factors stated in our Annual Report on Form 10-K for the year ended December 31, 2020 are incorporated herein by reference.

During the reporting period there were no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

(a) Recent Sales of Unregistered Equity Securities

 

None.

 

(b) Use of Proceeds

 

None.

 

(c) Issuer Purchases of Equity Securities

 

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

 

None.

30


 

Item 6. Exhibits

The following exhibits are filed as part of this report:

 

Exhibit

Number

 

Description

 

 

 

    3.1(1)

 

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Altra industrial Motion Corp., as filed with the Secretary of State of the State of Delaware.

 

 

 

    3.2(2)

 

Second Amended and Restated Certificate of Incorporation of the Registrant

 

 

 

    3.3(3)

 

Second Amended and Restated Bylaws of the Registrant

 

 

 

  31.1*

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

  31.2*

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

  32.1**

 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

  32.2**

 

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101*

 

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Statement of Operations, (ii) the Unaudited Condensed Consolidated Statement of Comprehensive Income (Loss), (iii) the Unaudited Condensed Consolidated Balance Sheet, (iv) the Unaudited Condensed Consolidated Statement of Cash Flows, (v) the Unaudited Consolidated Statement of Stockholders’ Equity and (vi) Notes to Unaudited Condensed Consolidated Interim Financial Statements.

 

 

 

104

 

Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.

 

*

Filed herewith.

**

This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

(1)

Incorporated by reference to Altra Industrial Motion Corp.’s Current Report on Form 8-K, filed with the SEC on October 1, 2018.

(2)

Incorporated by reference to Altra Industrial Motion Corp.’s (formerly known as Altra Holdings, Inc.) Amendment No. 4 to Registration Statement on Form S-1/A filed with the SEC on December 4, 2006.

(3)

Incorporated by reference to Altra Industrial Motion Corp.’s Current Report on Form 8-K, filed with the SEC on October 27, 2008.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

ALTRA INDUSTRIAL MOTION CORP.

 

 

 

 

May 3, 2021

By:

/s/ Carl R. Christenson

 

Name:

Carl R. Christenson

 

Title

Chairman and Chief Executive Officer

 

 

(Principal Executive Officer)

 

May 3, 2021

By:

/s/ Christian Storch

 

Name:

Christian Storch

 

Title:

Vice President and Chief Financial Officer

 

 

(Principal Financial Officer)

 

May 3, 2021

By:

/s/ Todd B. Patriacca

 

Name:

Todd B. Patriacca

 

Title:

Vice President of Finance, Corporate Controller and Treasurer

 

 

(Principal Accounting Officer)

 

32