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 ~~September 30,~~March 31, ~~2021~~2022


☐	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, a 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.

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 ~~October 25, 2021,~~April 29, 2022, there were ~~64,919,625~~65,059,097 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 (Loss)	3
	Condensed Consolidated Statements of Cash Flows	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Notes to Unaudited Condensed Consolidated Interim Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2524
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3633
Item 4.	Controls and Procedures	3633

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3734
Item 1A.	Risk Factors	3734
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3735
Item 3.	Defaults Upon Senior Securities	3735
Item 4.	Mine Safety Disclosures	3735
Item 5.	Other Information	3735
Item 6.	Exhibits	3836

SIGNATURES		3938

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Balance Sheets

Amounts in millions, except share amounts


	September 30, 2021			December 31, 2020		March 31, 2022			December 31, 2021
	(Unaudited)					(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	256.8		$	254.4	$	183.7		$	246.1
Trade receivables, less allowance for credit losses of $4.3 and $4.9 million at September 30, 2021 and December 31, 2020, respectively		251.7			240.8
Trade receivables, less allowance for credit losses of $4.2 and $4.1 million at March 31, 2022 and December 31, 2021, respectively							269.6			224.5
Inventories		257.0			210.4		308.3			267.8
Income tax receivable		21.7			6.9		10.2			11.7
Assets held for sale							383.0			377.3
Prepaid expenses and other current assets		34.8			35.7		40.3			40.4
Total current assets		822.0			748.2		1,195.1			1,167.8
Property, plant and equipment, net		324.8			344.2		276.4			275.8
Goodwill, net		1,574.4			1,596.0
Goodwill							1,556.2			1,564.0
Intangible assets, net		1,389.0			1,459.6		1,036.0			1,057.2
Deferred income taxes		2.4			4.9		1.2			2.3
Other non-current assets		12.6			14.2		12.9			13.5
Operating lease right of use assets		36.0			41.0		47.0			50.0
Total assets	$	4,161.2		$	4,208.1	$	4,124.8		$	4,130.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	177.4		$	163.6	$	179.0		$	173.3
Accrued payroll		78.8			76.2		58.5			81.8
Accruals and other current liabilities		84.9			73.0		81.1			77.0
Income tax payable		6.4			17.9		13.1			6.0
Current portion of long-term debt		16.8			16.6		13.2			11.1
Liabilities held for sale							53.1			53.0
Operating lease liabilities		12.7			13.3		14.1			14.3
Total current liabilities		377.0			360.6		412.1			416.5
Long-term debt, net of current portion		1,289.7			1,408.1		1,390.7			1,401.0
Deferred income taxes		354.1			359.6		243.2			250.5
Pension liabilities		32.6			35.4		29.4			29.9
Long-term taxes payable		2.7			3.6		1.8			2.7
Other long-term liabilities		11.6			14.3		5.8			7.3
Operating lease liabilities, net of current portion		25.1			29.8		34.8			37.6

Stockholders’ equity:
Common stock ($0.001 par value per share, 120,000,000 shares authorized, 64,915,615 and 64,676,567 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively)		0.1			0.1
Common stock ($0.001 par value per share, 120,000,000 shares authorized, 65,059,097 and 64,923,539 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively)							0.1			0.1
Additional paid-in capital		1,713.7			1,706.0		1,718.2			1,718.4
Retained earnings		370.5			269.5		317.2			277.6
Accumulated other comprehensive income/(loss)		(15.9	)		21.1
Accumulated other comprehensive loss							(28.5	)		(11.0	)
Total stockholders’ equity		2,068.4			1,996.7		2,007.0			1,985.1
Total liabilities and stockholders’ equity	$	4,161.2		$	4,208.1	$	4,124.8		$	4,130.6

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

ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Statements of Operations

Amounts in millions, except per share data


	Quarter Ended					Year to Date Ended						Quarter Ended
	September 30, 2021		September 30, 2020			September 30, 2021			September 30, 2020			March 31, 2022			March 31, 2021
	(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net sales	$	469.3	$	437.8		$	1,430.0		$	1,272.8		$	511.7		$	472.1
Cost of sales		299.4		273.7			912.5			812.3			331.4			300.4
Gross profit		169.9		164.1			517.5			460.5			180.3			171.7
Operating expenses:
Selling, general and administrative expenses		91.9		82.5			275.2			245.4			88.6			89.8
Impairment of goodwill and intangible asset		—		—			—			147.5
Impairment charges													6.1			—
Research and development expenses		15.5		13.8			47.5			42.6			17.6			15.9
Restructuring costs		0.7		2.4			2.4			5.5			0.4			0.9
		108.1		98.7			325.1			441.0			112.7			106.6
Income/(loss) from operations		61.8	��	65.4			192.4			19.5
Other non-operating income and expense:
Income from operations													67.6			65.1
Other non-operating (income) and expense:
Interest expense, net		16.1		18.0			49.5			54.2			11.3			16.9
Other non-operating expense/(income), net		0.1		(0.3	)		(3.1	)		0.8
Other non-operating income, net													(0.1	)		(1.5	)
		16.2		17.7			46.4			55.0			11.2			15.4
Income/(loss) before income taxes		45.6		47.7			146.0			(35.5	)
Income before income taxes													56.4			49.7
Provision for income taxes		10.2		9.4			30.6			21.2			11.6			10.5
Net income/(loss)	$	35.4	$	38.3		$	115.4		$	(56.7	)
Net income												$	44.8		$	39.2
Weighted average shares, basic		64.9		64.6			64.8			64.6			65.0			64.7
Weighted average shares, diluted		65.5		64.9			65.4			64.6			65.3			65.3
Net income/(loss) per share:
Net income per share:
Basic	$	0.55	$	0.59		$	1.78		$	(0.88	)	$	0.69		$	0.61
Diluted	$	0.54	$	0.59		$	1.76		$	(0.88	)	$	0.69		$	0.60
Cash dividend declared per share	$	0.08	$	0.04		$	0.22		$	0.25		$	0.08		$	0.06

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

ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Amounts in millions

Quarter Ended

Year to Date Ended

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Net income/(loss)

$
35.4

$
38.3

$
115.4

$
(56.7
)
Other Comprehensive income:

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

—

—

—

(11.9
)
Reclassification of interest rate swap, net of tax

2.2

2.6

6.9

4.3

Pension liability adjustment, net of tax

0.4

0.2

1.6

0.1

Amortization of actuarial gain (losses), net of tax

0.1

—

0.2

—

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

—

—

—

31.3

Foreign currency translation adjustment

(22.3
)

47.6

(45.7
)

16.4

Total other comprehensive income/(loss):

(19.6
)

50.4

(37.0
)

40.2

Comprehensive income/(loss)

$
15.8

$
88.7

$
78.4

$
(16.5
)


	Quarter Ended
	March 31, 2022			March 31, 2021
	(Unaudited)			(Unaudited)
Net income	$	44.8		$	39.2
Other comprehensive income:
Reclassification of interest rate swap, net of tax		—			2.4
Amortization of actuarial losses, net of tax		(0.1	)		—
Foreign currency translation adjustment		(17.4	)		(43.0	)
Total other comprehensive loss:		(17.5	)		(40.6	)
Comprehensive income/(loss)	$	27.3		$	(1.4	)

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

ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Statements of Cash Flows

Amounts in millions


	Year to Date Ended						Quarter Ended
	September 30, 2021			September 30, 2020			March 31, 2022			March 31, 2021
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Cash flows from operating activities
Net income/(loss)	$	115.4		$	(56.7	)
Adjustments to reconcile net income/(loss) to net operating cash flows:
Net income							$	44.8		$	39.2
Adjustments to reconcile net income to net operating cash flows:
Depreciation		39.4			44.2			10.2			13.1
Amortization of intangible assets		52.9			52.3			14.0			17.6
Amortization of deferred financing costs		3.5			3.4			0.3			1.2
Gain on foreign currency, net		(0.0	)		(1.2	)		(0.3	)		(0.2	)
Accretion of debt discount		0.4			0.4		0.0				0.1
Non-cash amortization of interest rate swap expense		9.0			5.6			—			3.1
Impairment of goodwill and intangible asset		—			147.5
Payment for interest rate swap settlement		—			(34.7	)
Gain on disposal and other		(0.6	)		—
Impairment charges								6.1			—
(Gain)/Loss on disposal and other								(0.3	)		0.1
Benefit for deferred taxes								(4.4	)		—
Stock-based compensation		11.0			10.3			3.9			3.5
Changes in assets and liabilities:
Trade receivables, net		(14.2	)		7.9			(56.5	)		(21.5	)
Inventories		(50.2	)		4.3			(37.9	)		(15.5	)
Accounts payable and accrued liabilities		32.7			(2.7	)		(6.3	)		5.7
Other current assets and liabilities		(26.2	)		(23.2	)		5.4			(10.7	)
Other operating assets and liabilities		(3.0	)		4.4			(2.8	)		0.5
Net cash provided by operating activities		170.1			161.8
JVS transaction costs paid								(1.1	)		—
Net cash (used in) provided by operating activities								(24.9	)		36.2
Cash flows from investing activities
Purchase of property, plant and equipment		(25.6	)		(24.3	)		(17.8	)		(9.6	)
Proceeds from sale of building		2.2			—
A&S acquisition purchase price adjustment		—			(1.9	)
Proceeds from cross-currency interest rate swap settlement		—			56.2
Net cash (used in) provided by investing activities		(23.4	)		30.0
Net cash used in investing activities								(17.8	)		(9.6	)
Cash flows from financing activities
Borrowing under Revolving Credit Facility		—			100.0
Payments on Revolving Credit Facility		—			(100.0	)		(5.0	)		—
Payments on Term Loan Facility		(120.0	)		(90.0	)
Payments on Term Loan B Facility								—			(20.0	)
Payments on Term Loan A Facility								(2.5	)		—
Dividend payments		(13.1	)		(24.9	)		(5.2	)		(3.9	)
Net payments on financing leases, mortgages, and other obligations		(2.5	)		(0.3	)		(0.3	)		(0.4	)
Net proceeds/(payments) from China debt		2.1			(1.1	)
Proceeds from issuance of common stock upon exercise of options		2.2			—
Net proceeds from China debt								—			0.3
Shares surrendered for tax withholding		(5.5	)		(3.9	)		(4.1	)		(3.1	)
Net cash used in financing activities		(136.8	)		(120.2	)		(17.1	)		(27.1	)
Effect of exchange rate changes on cash and cash equivalents		(7.5	)		(0.2	)		(2.6	)		(4.5	)
Net change in cash and cash equivalents		2.4			71.4			(62.4	)		(5.0	)
Cash and cash equivalents at beginning of period		254.4			167.3			246.1			254.4
Cash and cash equivalents at end of period	$	256.8		$	238.7		$	183.7		$	249.4
Cash paid during the period for:
Interest paid on borrowings	$	30.8		$	38.8		$	4.9		$	6.4
Income taxes paid	$	59.4		$	43.5		$	11.5		$	16.6

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

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

5.5

—

—

5.5

Issuance of common stock upon exercise of options

—

0.1

2.2

—

—

2.2

Net income

—

—

—

115.4

—

115.4

Dividends declared, $0.22 per share

—

—

—

(14.4
)

—

(14.4
)
Total comprehensive loss, net of
   tax

—

—

—

—

(37.0
)

(37.0
)
Balance at September 30, 2021

$
0.1

64.9

$
1,713.7

$
370.5

$
(15.9
)

$
2,068.4

Balance at June 30, 2021

$
0.1

64.9

$
1,712.6

$
340.3

$
3.7

$
2,056.7

Stock-based compensation and vesting
   of restricted stock, net of withholdings

—

—

1.1

—

—

1.1

Net income

—

—

—

35.4

—

35.4

Dividends declared, $0.08 per share

—

—

—

(5.2
)

—

(5.2
)
Total comprehensive loss, net of tax

—

—

—

—

(19.6
)

(19.6
)
Balance at September 30, 2021

$
0.1

64.9

$
1,713.7

$
370.5

$
(15.9
)

$
2,068.4


	Common Stock		Shares		Additional Paid in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance at January 1, 2022	$	0.1		64.9	$	1,718.4		$	277.6		$	(11.0	)	$	1,985.1
Stock-based compensation and vesting of restricted stock, net of withholdings		—		0.2		(0.2	)		—			—			(0.2	)
Net income		—		—		—			44.8			—			44.8
Dividends declared, $0.08 per share		—		—		—			(5.2	)		—			(5.2	)
Total comprehensive loss, net of tax		—		—		—			—			(17.5	)		(17.5	)
Balance at March 31, 2022	$	0.1		65.1	$	1,718.2		$	317.2		$	(28.5	)	$	2,007.0

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

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, 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

—

0.5

6.4

—

—

6.4

Net loss

—

—

—

(56.7
)

—

(56.7
)
Dividends declared, $0.25 per share

—

—

—

(16.4
)

—

(16.4
)
Total comprehensive income, net of
   tax

—

—

—

—

40.2

40.2

Balance at September 30, 2020

$
0.1

$
64.7

$
1,703.1

$
242.3

$
(49.7
)

$
1,895.8

Balance at June 30, 2020

$
0.1

64.6

$
1,701.8

$
206.7

$
(100.1
)

$
1,808.5

Stock-based compensation and vesting
   of restricted stock, net of withholdings

—

0.1

1.3

—

—

1.3

Net income

—

—

—

38.3

—

38.3

Dividends declared, $0.04 per share

—

—

—

(2.7
)

—

(2.7
)
Total comprehensive income, net of tax

—

—

—

—

50.4

50.4

Balance at September 30, 2020

$
0.1

64.7

$
1,703.1

$
242.3

$
(49.7
)

$
1,895.8


	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 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

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

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,”~~“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 (“PTMC”) products. The Company brings together strong brands with production facilities in 16 countries. As of March 31, 2022, Altra’s leading brands ~~include~~included Ameridrives Couplings, Bauer Gear Motor, Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch, Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Jacobs Vehicle Systems (“JVS”) (see Note 4 to the consolidated financial statements for further information regarding the divestiture of the JVS business), Kilian Manufacturing, Kollmorgen, Lamiflex Couplings, Marland Clutch, Matrix, Nook Industries, 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,~~2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February ~~26, 2021.~~28, 2022. 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.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract assets and liabilities acquired in business combinations. Under current GAAP, an entity generally recognizes assets and liabilities acquired in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU 2021-08 requires that entities recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to business combinations occurring on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance on the consolidated financial statements.

4. Acquisitions and Divestitures

Nook Industries Acquisition

The aggregate purchase price of approximately $138.5 million, inclusive of certain post-closing adjustments but subject to others, consisted of $125.2 million of cash transferred, net of $5.1 million of cash acquired, and a noncontingent purchase price

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

holdback of $8.2 million. The purchase price holdback was recorded in accruals and other current liabilities at December 31, 2021 and was released in January 2022. The Company borrowed $130.0 million under its Revolving Credit Facility in December 2021 to finance the transaction.

4.The fair value of all the acquired identifiable assets and liabilities summarized below are based on preliminary valuations and are subject to change as the Company obtains additional information during the acquisition measurement period. The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill. The goodwill is deductible for income tax purposes. The Company did not record any measurement period adjustments during the quarter ended March 31, 2022. The purchase price allocation as of the acquisition date is as follows:


	At Acquisition Date
Total cash consideration	$	130.3
Purchase price holdback		8.2
Fair value of consideration transferred		138.5

Recognized identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		5.1
Receivables		3.7
Inventory		10.8
Prepaids and other current assets		0.4
Property, plant and equipment		12.8
Deferred tax asset		0.9
Other non-current assets		5.0
Intangibles		55.1
Accounts payable		(2.9	)
Accrued payroll		(0.7	)
Accrued expenses and other current liabilities		(2.7	)
Other long term liability		(4.6	)
Total identifiable net assets acquired		82.9
Goodwill	$	55.6

Intangible assets acquired consist of:
Customer relationships	$	54.0
Trade name		1.1
Total intangible assets	$	55.1

The following table sets forth the unaudited pro forma results of operations of the Company for the quarter ended March 31, 2021 as if the Company had acquired Nook on January 1, 2021. The pro forma information contains the actual operating results of the Company and the Nook business, adjusted to include the pro forma impact of (i) additional depreciation expense as a result of estimated depreciation based on the fair value of fixed assets; (ii) additional expense as a result of the estimated amortization of identifiable intangible assets; (iii) additional interest expense associated with the borrowings used to finance the acquisition and (iv) inventory fair value adjustment. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred at the beginning of the period or that may be obtained in the future.


	Pro forma (unaudited)
	Quarter Ended March 31, 2021
Total revenues	$	481.1
Net income (loss)		37.5
Basic earnings per share	$	0.58
Diluted earnings per share	$	0.57

JVS Divestiture

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

In the fourth quarter of 2021, the Company committed to a plan to sell our JVS business within our A&S reporting segment in an effort to exit the heavy-duty trucks and transportation industry. On February 8, 2022, the Company entered into a purchase and sale agreement with Cummins Inc. (the "Buyer") for $325.0 million in cash subject to customary adjustments, and on April 8, 2022, the Company completed the sale. Transaction costs related to the divestiture totaled approximately $9.4 million. The Company received net cash consideration of approximately $325.9 million, which remains subject to customary purchase price adjustments. The Company determined the criteria to be classified as held for sale were met and the assets and liabilities were presented as held for sale in the Consolidated Balance Sheets and measured at the lower of carrying value or fair value less cost to sell until the transaction is completed. The Company determined that the disposal group classified as held for sale does not meet the criteria for classification as discontinued operations as the disposal is not considered a strategic shift that has a major effect on the Company’s operations and financial results. The JVS business is not a significant disposal based on the Company's quantitative and qualitative evaluation.

Before measuring the fair value less costs to sell of the disposal group as a whole, the Company first reviewed individual assets and liabilities to determine if any fair value adjustments were required and concluded no individual asset impairments were required. Then, based on the purchase and sale agreement entered into by the Company and the Buyer, the Company determined the fair value of the disposal group to be equal to the selling price, less costs to sell. Based on this review, during the fourth quarter of 2021, the Company recorded a non-cash goodwill impairment charge of $60.0 million as the sale was considered to be a triggering event to evaluate goodwill impairment for the JVS reporting unit. Additionally, the Company recorded an asset held for sale impairment charge of $82.4 million, for a total impairment charge of $142.4 million in 2021. The Company recorded an additional asset held for sale impairment charge of $6.1 million during the quarter ended March 31, 2022.

The assets and liabilities of the JVS business classified as held for sale at March 31, 2022 and December 31, 2021 were as follows:


	March 31, 2022				December 31, 2021
Assets
Current Assets
Trade receivables	$	21.5			$	11.3
Inventories		12.6				16.3
Prepaid expenses and other current assets		4.2				2.3
Property, plant and equipment, net		66.7				64.6
Goodwill		—				—
Intangible assets, net		364.7				364.5
Other assets		0.7				0.7
Impairment on carrying value		(87.4	)	(1)		(82.4	)	(2)
Total assets held for sale	$	383.0			$	377.3

Liabilities
Current Liabilities
Accounts payable	$	20.2			$	20.8
Other current liabilities		9.6				9.8
Deferred tax liabilities		22.4				22.3
Other liabilities		0.9				0.1
Total liabilities held for sale	$	53.1			$	53.0
(1) Includes the effect of approximately $11.2 million of favorable cumulative foreign currency translation adjustment and accumulated other post retirement benefit obligation gains. Additionally, assets held for sale balance reflects approximately $9.4 million of estimated transaction costs incurred, approximately $1.1 million of transaction costs paid during the quarter, and a favorable working capital adjustment of approximately $2.0 million.
(2) Includes the effect of approximately $10.8 million of favorable cumulative foreign currency translation adjustment and accumulated other post retirement benefit obligation gains and approximately $11.5 million of estimated transaction costs incurred.

5. Revenue Recognition

We sell our products through 3 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.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

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.

~~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						Year to Date Ended						Quarter Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020			March 31, 2022			March 31, 2021
Power Transmission Technologies	$	232.5		$	197.7		$	691.1		$	610.7		$	253.7		$	221.0
Automation & Specialty		237.8			240.8			741.9			665.2			259.2			252.1
Inter-segment eliminations		(1.0	)		(0.7	)		(3.0	)		(3.1	)		(1.2	)		(1.0	)
Total net sales	$	469.3		$	437.8		$	1,430.0		$	1,272.8		$	511.7		$	472.1

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


	Quarter Ended				Year to Date Ended				Quarter Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020		March 31, 2022		March 31, 2021
North America (primarily U.S.)	$	256.1	$	230.2	$	758.6	$	681.3	$	291.3	$	247.0
Europe excluding Germany		83.9		68.8		259.1		214.9		93.4		84.9
Germany		50.0		44.1		151.5		140.7		56.4		51.0
China		48.8		56.5		176.9		150.1		41.9		64.1
Asia and other excluding China		30.5		38.2		83.9		85.8		28.7		25.1
Total net sales	$	469.3	$	437.8	$	1,430.0	$	1,272.8	$	511.7	$	472.1

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 ~~year to date periods~~quarters ended ~~September 30,~~March 31, 2022 and March 31, 2021, ~~and September 30, 2020,~~ respectively. The opening and closing balances of the Company’s current contract liabilities as of the ~~year to date periods~~quarters ended ~~September 30,~~March 31, 2022 and March 31, 2021 ~~and September 30, 2020~~ are as follows:

Year to Date Ended

September 30, 2021

September 30, 2020

Beginning balance

$
10.3

$
8.4

Closing balance

14.3

11.2

Increase

$
4.0

$
2.8


	Quarter Ended
	March 31, 2022		March 31, 2021
Beginning balance	$	13.5	$	10.3
Closing balance		17.9		11.7
Increase	$	4.4	$	1.4

~~In the nine-month period ended September 30, 2021, substantially all outstanding revenue has been recognized related to contract liabilities outstanding at January 1, 2021.~~

810

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

In the three-month period ended March 31, 2022, substantially all outstanding revenue has been recognized related to contract liabilities outstanding at January 1, 2022.

5.6. 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 accounts receivable, 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~~As of March 31, 2022, the carrying amount of the ~~Altra~~ Term Loan Facility was $~~910.0~~397.5 million and the ~~estimated fair value~~carrying amount of the ~~Altra Term Loan~~Revolving Credit Facility was $~~904.3~~600.0 million, ~~at September 30, 2021. There~~each approximates fair value due to the fact that the interest rate on the debt is ~~currently~~ 0 ~~debt under the Altra Revolving Credit Facility.~~based on variable interest rates. The carrying amount of the Notes (as defined herein) was $~~400~~400.0 million and the estimated fair value of the Notes was $~~431.5~~410.0 million at ~~September 30, 2021.~~March 31, 2022. The Notes are classified as Level 2.

The Company determines the fair value of financial instruments using quoted market prices whenever available and ~~classified~~classifies 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 interest rate swaps and interest rate swaps included in Note ~~15.~~16.

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~~monitors 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 ~~September 30, 2021,~~March 31, 2022, there were no indicators that support an adjustment to MTEK’s carrying value.

911

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

6.7. 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, June 30, 2021

$
(16.8
)

$
(2.4
)

$
22.9

$
3.7

Reclassification of interest rate swap to income, net of tax

2.2

—

—

2.2

Pension adjustments, net of tax

—

0.4

—

0.4

Amortization of actuarial gain (losses), net of tax

—

0.1

—

0.1

Foreign currency translation adjustments, net of tax

—

—

(22.3
)

(22.3
)
Net current-period Other Comprehensive Income (Loss)

2.2

0.5

(22.3
)

(19.6
)
Accumulated Other Comprehensive Income (Loss) by Component, September 30, 2021

$
(14.6
)

$
(1.9
)

$
0.6

$
(15.9
)

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

6.9

—

—

6.9

Pension adjustments, net of tax

—

1.6

—

1.6

Amortization of actuarial gain (losses), net of tax

—

0.2

—

0.2

Foreign currency translation adjustments, net of tax

—

—

(45.7
)

(45.7
)
Net current-period Other Comprehensive Income (Loss)

6.9

1.8

(45.7
)

(37.0
)
Accumulated Other Comprehensive Income (Loss) by Component, September 30, 2021

$
(14.6
)

$
(1.9
)

$
0.6

$
(15.9
)


	Pension & Other Post Retirement Benefit Plans			Cumulative Foreign Currency Translation Adjustment			Total
Accumulated other comprehensive income (loss) by component, January 1, 2022	$	0.2		$	(11.2	)	$	(11.0	)
Amortization of actuarial losses, net of tax		(0.1	)		—			(0.1	)
Foreign currency translation adjustments, net of tax		—			(17.4	)		(17.4	)
Net current-period other comprehensive loss		(0.1	)		(17.4	)		(17.5	)
Accumulated other comprehensive income (loss) by component, March 31, 2022	$	0.1		$	(28.6	)	$	(28.5	)

~~ALTRA INDUSTRIAL MOTION CORP.~~

~~Notes to Unaudited Condensed Consolidated Interim Financial Statements~~

~~Amounts in millions, unless otherwise noted~~

Gains and
(Losses) on
Cash Flow
Hedges

Defined
Benefit
Pension
Plans

Cumulative
Foreign
Currency
Translation
Adjustment

Total

Accumulated Other Comprehensive Loss by Component, June 30, 2020

$
(26.7
)

$
(1.6
)

$
(71.8
)

$
(100.1
)
Reclassification of interest rate swap to income, net of tax

2.6

—

—

2.6

Pension adjustments, net of tax

—

0.2

—

0.2

Foreign currency translation adjustments, net of tax

—

—

47.6

47.6

Net current-period Other Comprehensive Income (Loss)

2.6

0.2

47.6

50.4

Accumulated Other Comprehensive Loss by Component, September 30, 2020

$
(24.1
)

$
(1.4
)

$
(24.2
)

$
(49.7
)

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

(11.9
)

—

—

(11.9
)
Reclassification of interest rate swap to income, net of tax

4.3

—

—

4.3

Pension adjustments, net of tax

—

0.1

—

0.1

Foreign currency translation adjustments, net of tax

—

—

16.4

16.4

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

—

—

31.3

31.3

Net current-period Other Comprehensive Income (Loss)

(7.6
)

0.1

47.7

40.2

Accumulated Other Comprehensive Loss by Component, September 30, 2020

$
(24.1
)

$
(1.4
)

$
(24.2
)

$
(49.7
)


	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	)

Management identified a misstatement related to the classification of foreign currency translation adjustments associated with the net investment hedge for the year to date period ended September 30, 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 year to date period ended September 30, 2020. Additionally, certain amounts related to the derivative financial instruments were reclassified in the Consolidated Statements of Comprehensive Income to conform with this presentation.

7.8. 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.

11The following is a reconciliation of basic to diluted net income per share:


	Quarter Ended
	March 31, 2022		March 31, 2021
Net income	$	44.8	$	39.2
Shares used in net income per common share - basic		65.0		64.7
Effect of dilutive shares		0.3		0.6
Shares used in net income per common share - diluted		65.3		65.3
Earnings per share:
Basic	$	0.69	$	0.61
Diluted	$	0.69	$	0.60

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

Year to Date Ended

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

Net income/(loss)

$
35.4

$
38.3

$
115.4

$
(56.7
)
Shares used in net income per common share - basic

64.9

64.6

64.8

64.6

Effect of dilutive shares

0.6

0.3

0.6

—

Shares used in net income per common share - diluted

65.5

64.9

65.4

64.6

Shares excluded as their inclusion would be anti-dilutive

—

—

—

0.1

Earnings/(Loss) per share:

Basic net income

$
0.55

$
0.59

$
1.78

$
(0.88
)
Diluted net income

$
0.54

$
0.59

$
1.76

$
(0.88
)

8.9. Inventories

Inventories at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 consisted of the following:


	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Raw materials	$	128.6	$	95.2	$	160.8	$	124.1
Work in process		25.7		22.1		29.9		26.7
Finished goods		102.7		93.1		117.6		117.0
	$	257.0	$	210.4	$	308.3	$	267.8

9.10. 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~~during the ~~year to date period~~quarter ended ~~September 30, 2021.~~March 31, 2022. The ~~2020~~2021 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~~2022 through ~~September 30, 2021~~March 31, 2022 were as follows:


	Power Transmission Technologies			Automation & Specialty			Total			Power Transmission Technologies			Automation & Specialty			Total
Goodwill	$	452.4		$	1,314.5		$	1,766.9		$	442.8		$	1,352.1		$	1,794.9
Accumulated impairment loss		(31.8	)		(139.1	)		(170.9	)		(31.8	)		(199.1	)		(230.9	)
Balance January 1, 2021	$	420.6		$	1,175.4		$	1,596.0
Balance January 1, 2022										$	411.0		$	1,153.0		$	1,564.0
Impact of changes in foreign currency		(7.1	)		(14.5	)		(21.6	)		(2.2	)		(5.6	)		(7.8	)
Net goodwill balance September 30, 2021	$	413.5		$	1,160.9		$	1,574.4
Goodwill balance March 31, 2022										$	408.8		$	1,147.4		$	1,556.2

Other intangible assets as of March 31, 2022 and December 31, 2021 consisted of the following:


	March 31, 2022						December 31, 2021
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Other intangible assets
Intangible assets not subject to amortization:
Tradenames and trademarks (1)	$	210.2	$	0.1	$	210.1	$	212.2	$	—	$	212.2
Intangible assets subject to amortization:
Customer relationships		953.0		215.1		737.9		960.2		206.4		753.8
Product technology and patents		141.6		53.6		88.0		141.4		50.2		91.2
Total intangible assets	$	1,304.8	$	268.8	$	1,036.0	$	1,313.8	$	256.6	$	1,057.2
(1) While the majority of the Company's tradenames are considered indefinite lived intangible assets, tradenames acquired through the acquisition of Nook are subject to amortization. The net book value of Nook's tradename was $1.0 million as of March 31, 2022.

12The Company recorded $14.0 million and $17.6 million of amortization expense in the quarters ended March 31, 2022 and 2021, respectively.

The estimated amortization expense for intangible assets is approximately $42.4 million for the remainder of 2022, $55.5 million in 2023, $55.1 million in 2024, $54.5 million in 2025, $53.5 million in 2026 and $565.9 million thereafter.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

~~Other intangible assets as of September 30, 2021 and December 31, 2020 consisted of the following:~~

September 30, 2021

December 31, 2020

Cost

Accumulated
Amortization

Net

Cost

Accumulated
Amortization

Net

Other intangible assets

Intangible assets not subject to amortization:

Tradenames and trademarks

$
255.0

$
—

$
255.0

$
259.7

$
—

$
259.7

Intangible assets subject to amortization:

In-process research and development

16.0

—

16.0

16.0

—

16.0

Customer relationships

1,202.6

228.2

974.4

1,220.2

195.0

1,025.2

Product technology and patents

211.4

67.8

143.6

211.2

52.5

158.7

Total intangible assets

$
1,685.0

$
296.0

$
1,389.0

$
1,707.1

$
247.5

$
1,459.6

~~The Company recorded $17.6~~ ~~million and $17.5~~ ~~million of amortization expense in the quarters ended September 30, 2021 and 2020, respectively; and, recorded $52.9~~ ~~million and $52.3~~ ~~million of amortization expense in the year to date periods ended September 30, 2021 and 2020, respectively.~~

~~The estimated amortization expense for intangible assets is approximately $17.7~~ ~~million for the remainder of 2021, $71.4~~ ~~million in 2022, $71.1~~ ~~million in 2023, $70.8~~ ~~million in 2024, $70.5~~ ~~million in 2025 and $832.5~~ ~~million thereafter.~~

~~10.~~11. 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 ~~year to date periods~~quarters ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020 are~~were as follows:


	September 30, 2021			September 30, 2020			March 31, 2022			March 31, 2021
Balance at beginning of period	$	9.6		$	10.0		$	8.3		$	9.6
Accrued current period warranty expense		2.7			2.7			1.3			0.9
Payments and adjustments		(2.0	)		(2.9	)		(0.9	)		(0.8	)
Balance at end of period	$	10.3		$	9.8		$	8.7		$	9.7

~~ALTRA INDUSTRIAL MOTION CORP.~~

~~Notes to Unaudited Condensed Consolidated Interim Financial Statements~~

~~Amounts in millions, unless otherwise noted~~

~~11.~~12. Debt

Outstanding debt obligations at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 were as follows:


	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Debt:
Term loan	$	910.0		$	1,030.0		$	397.5		$	400.0
Revolver								600.0			605.0
Notes		400.0			400.0			400.0			400.0
Mortgages and other		11.8			12.9			8.4			9.2
Finance leases		0.2			0.3			0.1			0.1
Total gross debt		1,322.0			1,443.2			1,406.0			1,414.3
Less: debt discount and deferred financing costs		(15.5	)		(18.5	)		(2.1	)		(2.2	)
Total debt, net of debt discount and deferred financing costs		1,306.5			1,424.7			1,403.9			1,412.1
Less: current portion of long-term debt		(16.8	)		(16.6	)		(13.2	)		(11.1	)
Total long-term debt	$	1,289.7		$	1,408.1		$	1,390.7		$	1,401.0

~~2018~~2021 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,~~November 17, 2021, the Company entered into a new Credit Agreement (the ~~“Altra Credit~~“Credit Agreement”). The ~~Altra~~ Credit Agreement provides for a ~~seven-year~~five-year ~~senior secured~~ term loan in an aggregate principal amount of $~~1,340.0~~400.0 million (the ~~“Altra Term~~“Term Loan Facility”) and a five-year ~~senior secured~~ revolving credit facility in an aggregate committed principal amount of $~~300.0~~1.0 ~~million~~billion (the ~~“Altra Revolving~~“Revolving Credit Facility” and together with the ~~Altra~~ Term Loan Facility, the ~~“Altra Credit~~“Credit Facilities”). The Company immediately provided notice to the administrative agent of the Credit Agreement to draw down $480.0 million under the Revolving Credit Facility. The aggregate proceeds of $880.0 million under the ~~Altra Term Loan Facility~~Credit Facilities 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~~2018 Credit Agreement. The remaining availability under 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 certain direct and indirect domestic subsidiaries of the Company (each a “Guarantor” and ~~certain of its domestic subsidiaries, subject to certain customary exceptions.~~collectively the “Guarantors”; the Guarantors collectively with the Borrowers, the “Loan Parties”).

The stated maturity date of the Credit Facilities is ~~Borrowings~~November 17, 2026, and there are scheduled quarterly principal payments due on the outstanding amount on the Term Loan Facility. The amounts available 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~~may be drawn upon in accordance with the terms of the Credit Agreement. All amounts outstanding under the Credit Facilities are due on the stated maturity or such earlier time, if any, required under the Credit Agreement. The amounts owed under either of the Credit Facilities may be prepaid at any time, subject to usual notification and breakage payment provisions. Interest on the amounts outstanding under the Credit Facilities is calculated using either a ~~per annum rate equal to a~~Base Rate or 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~~applicable margin. The applicable margins for , 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~~ ~~2.084% at September 30, 2021.~~

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

Eurocurrency Loans are between 1.000% to 1.750%, and for Base Rate Loans are between 0.000% and 0.750%. The ~~Altra~~amounts of the margins are calculated based on the Total Leverage Ratio (as defined in the Credit Agreement). A portion of the Revolving Credit Facility may be used for the issuance of letters of credit, and a portion of the amount of the Revolving Credit Facility is available for borrowings in certain agreed upon foreign currencies. The interest rate on the Credit Facilities was 1.709% at March 31, 2022.

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

The Credit Agreement contains usual and customary representations and warranties, ~~and~~ usual and customary affirmative and negative covenants ~~including limitations on liens, investments, restricted payments,~~and restrictions, which among other things, will require the Borrowers to provide certain financial reports to the Lenders, require the Company to maintain certain financial covenants relating to consolidated leverage and interest coverage, and limit the ability of the Company and its subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other equity distributions, purchase or redeem capital stock or debt, make certain investments, sell assets, engage in certain transactions, and ~~asset sales and mergers. In addition, the Altra Credit Agreement requires that Altra maintain~~effect a ~~specified maximum senior secured leverage ratio and a specified minimum interest coverage ratio.~~consolidation or merger. 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~~representations 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~~3.7 million in issuance costs, which ~~are~~is being 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 September 30, 2021, all outstanding borrowings under the Altra Revolving Credit Facility have been repaid.

As of ~~September 30,~~March 31, 2022, the Company had $997.5 million outstanding on the Credit Agreement. As of March 31, 2022 and December 31, 2021, the Company had $~~910.0~~ ~~million outstanding on the Altra Credit Agreement. As of September 30, 2021 and December 31, 2020, the Company had $4.8~~4.3 million and $~~4.5~~4.8 million in letters of credit outstanding, respectively. The Company had $~~295.2~~395.7 million available to borrow under the ~~Altra~~ Credit Facilities at ~~September 30, 2021.~~March 31, 2022, subject to customary conditions including the accuracy of representation and warranties and the absence of defaults.

Notes

On October 1, 2018, upon the closing of the combination of the Company with four operating companies from Fortive Corporation’s (“Fortive”) Automation & Specialty platform (excluding Fortive’s Hengstler and Dynapar businesses), 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 is payable semi-annually commencing 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.

2018 Credit Agreement

On October 1, 2018, the Company and certain subsidiaries entered into a credit agreement (the “2018 Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative and collateral agent, and a syndicate of lenders, which provided for a term loan in an aggregate principal amount of $1,340.0 million (the “2018 Term Loan Facility”) and a revolving credit facility in an aggregate committed principal amount of $300.0 million (the “2018 Revolving Credit Facility” and together with the 2018 Term Loan Facility, the “2018 Credit Facilities”).

On November 17, 2021, in connection with the new Credit Agreement, the 2018 Credit Agreement was terminated and all outstanding indebtedness for borrowed money thereunder was repaid in full.

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 1.0% to 2.5%, with various quarterly and monthly installments through 2028.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

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~~0.1 million and $~~0.3~~0.1 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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.~~13. Stockholders’ Equity

Common Stock

Effective October 1, 2018, the Company amended its Articles of Incorporation to increase the number of authorized shares of ~~Altra~~the Company's common stock from 90.0 million shares to 120.0 million shares. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were ~~64,915,615~~65,059,097 and ~~64,676,567~~64,923,539 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 ~~September 30, 2021~~March 31, 2022 or December 31, ~~2020.~~

~~ALTRA INDUSTRIAL MOTION CORP.~~

~~Notes to Unaudited Condensed Consolidated Interim Financial Statements~~

~~Amounts in millions, unless otherwise noted~~

2021.

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~~3.7 million as of ~~September 30, 2021.~~March 31, 2022.

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 ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ was $~~3.5~~3.9 million and $~~3.2~~ ~~million, respectively. Compensation expense recorded (in selling, general and administrative expense) during the year to date period ended September 30, 2021 and 2020 was $11.0~~ ~~million and $10.3~~3.5 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 $~~23.5~~30.9 million as of ~~September 30, 2021,~~March 31, 2022, 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 year to date period ended September 30, 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

124.7

59.40

Exercised

(72.2
)

30.72

Canceled/Forfeited

(13.2
)

39.43

Outstanding at September 30, 2021

8.3

500.0

$
39.26

$
9.0

Exercisable at September 30, 2021

8.0

231.3

$
35.83

$
4.9

Unvested and expected to vest at September 30, 2021

8.4

249.4

$
41.99

$
3.9

~~Cash proceeds from the exercise of stock options for the year to date period ended September 30, 2021 was $2.2~~ ~~million.~~

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

Stock Options

The following table summarizes the stock option activity under the Company’s plan for the quarter ended March 31, 2022:


	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, 2022				500.0	$	39.26
Granted				176.2		45.05
Outstanding at March 31, 2022		8.3		676.2	$	40.77	$	2.3
Exercisable at March 31, 2022		7.5		241.3	$	35.87	$	1.4
Unvested and expected to vest at March 31, 2022		8.7		407.2	$	43.34	$	0.9

Restricted Stock Units

The following table summarizes the Restricted Stock Unit activity under the Company’s plan for the ~~year to date period~~quarter ended ~~September 30, 2021:~~March 31, 2022:


	Shares (In thousands)			Weighted- average grant date fair value		Aggregate Intrinsic Value (In millions)		Shares (In thousands)			Weighted- average grant date fair value		Aggregate Intrinsic Value (In millions)
Unvested at January 1, 2021		515.8		$	35.11
Unvested at January 1, 2022									420.5		$	42.21
Granted		152.3			59.64				173.5			45.05
Vested		(221.3	)		38.40				(90.4	)		38.72
Canceled/Forfeited		(24.4	)		40.22				(1.9	)		44.15
Unvested at September 30, 2021		422.4		$	41.96	$	23.9
Unvested at March 31, 2022									501.7		$	43.81	$	19.5

Performance Share Awards

The following table summarizes the Performance Share Award activity under the Company’s plan for the ~~year to date period~~quarter ended ~~September 30, 2021:~~March 31, 2022:

Shares
(In thousands)

Weighted-
average
grant date fair
value

Aggregate
Intrinsic
Value
(In
millions)

Unvested at January 1, 2021

268.0

$
34.38

Granted

63.3

64.43

Vested

(28.3
)

45.80

Canceled/Forfeited

(8.0
)

39.71

Unvested at September 30, 2021

295.0

$
39.50

$
16.7


	Shares (In thousands)			Weighted- average grant date fair value		Aggregate Intrinsic Value (In millions)
Unvested at January 1, 2022		286.5		$	40.23
Granted		81.6			45.45
Vested		(125.9	)		32.02
Unvested at March 31, 2022		242.2		$	46.64	$	9.4

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~~2021 for further information regarding stock-based compensation.

~~13.~~14. 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 and year to date periods ended September 30, 2021. The Company does not expect to incur any additional material costs as a result of the 2017 Altra Plan.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

headcount, facility consolidations and the elimination of certain costs. The Company did 0t incur any costs as a result of the 2017 Altra Plan during the quarter ended March 31, 2022. The Company does not expect to incur any additional material costs as a result of the 2017 Altra Plan.

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 an additional $1 - $2 million in restructuring expenses under the 2019 Altra Plan over the next two years, primarily related to headcount reductions and plant consolidations. ~~The expenses for~~During the quarter ~~and year to date periods~~ ended ~~September 30, 2021 were~~March 31, 2022, the Company incurred expenses of $~~0.7~~0.4 million ~~and $2.4~~ ~~million, respectively, and were~~ comprised mainly of severance costs.

The following is a reconciliation of the accrued restructuring costs between January 1, ~~2021~~2022 and ~~September 30, 2021:~~March 31, 2022:


	2017 Altra Plan			2019 Altra Plan			Total All Plans			2017 Altra Plan		2019 Altra Plan			Total All Plans
Balance at January 1, 2021	$	0.5		$	1.8		$	2.3
Balance at January 1, 2022										$	—	$	0.5		$	0.5
Restructuring expense incurred		—			0.9			0.9			—		0.4			0.4
Cash payments		(0.1	)		(1.4	)		(1.5	)		—		(0.3	)		(0.3	)
Balance at March 31, 2021		0.4			1.3			1.7
Restructuring expense incurred		—			0.8			0.8
Cash payments		(0.1	)		(1.3	)		(1.4	)
Balance at June 30, 2021		0.3			0.8			1.1
Restructuring expense incurred		—			0.7			0.7
Cash payments		(0.1	)		(1.1	)		(1.2	)
Balance at September 30, 2021	$	0.2		$	0.4		$	0.6
Balance at March 31, 2022										$	—	$	0.6		$	0.6

The following is a reconciliation of the accrued restructuring costs between January 1, ~~2020~~2021 and ~~September 30, 2020:~~March 31, 2021:


	2017 Altra Plan			2019 Altra Plan			Total All Plans			2017 Altra Plan			2019 Altra Plan			Total All Plans
Balance at January 1, 2020	$	1.5		$	2.6		$	4.1
Balance at January 1, 2021										$	0.5		$	1.8		$	2.3
Restructuring expense incurred		0.2			1.4			1.6			—			0.9			0.9
Cash payments		(0.4	)		(1.4	)		(1.8	)		(0.1	)		(1.4	)		(1.5	)
Balance at March 31, 2020		1.3			2.6			3.9
Restructuring expense incurred		0.3			1.2			1.5
Cash payments		(0.6	)		(1.1	)		(1.7	)
Balance at June 30, 2020		1.0			2.7			3.7
Restructuring expense incurred		—			2.4			2.4
Cash payments		(0.2	)		(2.9	)		(3.1	)
Balance at September 30, 2020	$	0.8		$	2.2		$	3.0
Balance at March 31, 2021										$	0.4		$	1.3		$	1.7

The following is a reconciliation of restructuring expense by segment for the quarter ended ~~September 30, 2021:~~March 31, 2022:


	2017 Altra Plan		2019 Altra Plan		Total All Plans		2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	—	$	0.4	$	0.4	$	—	$	—	$	—
Automation & Specialty		—		0.3		0.3		—		0.4		0.4
Total restructuring expense	$	—	$	0.7	$	0.7	$	—	$	0.4	$	0.4

The following is a reconciliation of restructuring expense by segment for the quarter ended ~~September 30, 2020:~~March 31, 2021:


	2017 Altra Plan		2019 Altra Plan		Total All Plans		2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	—	$	2.0	$	2.0	$	—	$	0.6	$	0.6
Automation & Specialty		—		0.4		0.4		—		0.3		0.3
Total restructuring expense	$	—	$	2.4	$	2.4	$	—	$	0.9	$	0.9

The total accrued restructuring reserve as of March 31, 2022, relates to severance to be paid to former employees and facility consolidation and relocation costs under the 2019 Altra Plan and is recorded in accruals and other current liabilities on the accompanying unaudited condensed consolidated balance sheet.

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 year to date period ended September 30, 2021~~

2017 Altra
Plan

2019 Altra
Plan

Total All
Plans

Power Transmission Technologies

$
—

$
1.4

$
1.4

Automation & Specialty

—

1.0

1.0

Total restructuring expense

$
—

$
2.4

$
2.4

~~The following is a reconciliation of restructuring expense by segment for the year to date period ended September 30, 2020:~~

2017 Altra
Plan

2019 Altra
Plan

Total All
Plans

Power Transmission Technologies

$
0.5

$
2.6

$
3.1

Automation & Specialty

—

2.4

2.4

Total restructuring expense

$
0.5

$
5.0

$
5.5

The total accrued restructuring reserve as of September 30, 2021, and as of September 30, 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.~~15. 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~~included the following key product ~~offerings:~~offerings as of March 31, 2022:

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.

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.

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~~included the following key ~~brands:~~brands as of March 31, 2022:

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.

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.

~~ALTRA INDUSTRIAL MOTION CORP.~~

~~Notes to Unaudited Condensed Consolidated Interim Financial Statements~~

~~Amounts in millions, unless otherwise noted~~

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.

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.~~applications (see Note 18 to the consolidated financial statements for further information regarding the divestiture of the JVS business).

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

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


	Quarter Ended						Year to Date Ended						Quarter Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020			March 31, 2022			March 31, 2021
Net Sales:
Power Transmission Technologies	$	232.5		$	197.7		$	691.1		$	610.7		$	253.7		$	221.0
Automation & Specialty		237.8			240.8			741.9			665.2			259.2			252.1
Inter-segment eliminations		(1.0	)		(0.7	)		(3.0	)		(3.1	)		(1.2	)		(1.0	)
Net sales	$	469.3		$	437.8		$	1,430.0		$	1,272.8		$	511.7		$	472.1
Income/(loss) from operations:
Income from operations:
Segment earnings:
Power Transmission Technologies	$	36.5		$	23.5		$	97.9		$	73.0		$	32.3		$	27.8
Automation & Specialty		30.6			44.6			109.4			(48.0	)
Automation & Specialty (1)														35.6			41.4
Corporate expenses ~~(1)~~(2)		(4.6	)		(0.3	)		(12.5	)		—			0.1			(3.2	)
Restructuring costs		(0.7	)		(2.4	)		(2.4	)		(5.5	)		(0.4	)		(0.9	)
Income/(loss) from operations	$	61.8		$	65.4		$	192.4		$	19.5
Income from operations													$	67.6		$	65.1
Other non-operating expense:
Net interest expense		16.1			18.0			49.5			54.2			11.3			16.9
Other non-operating (income)/expense, net		0.1			(0.3	)		(3.1	)		0.8
Other non-operating income, net														(0.1	)		(1.5	)
Total non-operating expense	$	16.2		$	17.7		$	46.4		$	55.0		$	11.2		$	15.4
Income/(loss) before income taxes		45.6			47.7			146.0			(35.5	)
Income before income taxes														56.4			49.7
Provision for income taxes		10.2			9.4			30.6			21.2			11.6			10.5
Net income/(loss)	$	35.4		$	38.3		$	115.4		$	(56.7	)
Net income													$	44.8		$	39.2

(1)

The Company recorded a non-cash impairment charge of $6.1 million at the JVS reporting unit during the first quarter of 2022 related to the held for sale classification.

(2)

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, 2022		March 31, 2021
Depreciation and amortization:
Power Transmission Technologies	$	7.4	$	8.0
Automation & Specialty		16.2		22.0
Corporate		0.6		0.7
Total depreciation and amortization	$	24.2	$	30.7


	March 31, 2022		March 31, 2021
Total assets:
Power Transmission Technologies	$	1,085.6	$	1,059.9
Automation & Specialty		2,893.8		2,966.9
Corporate (3)		145.4		140.7
Total assets	$	4,124.8	$	4,167.5

(3)

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

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

~~Selected information by segment (continued):~~

Quarter Ended

Year to Date Ended

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

Depreciation and amortization:

Power Transmission Technologies

$
7.8

$
8.2

$
23.8

$
24.6

Automation & Specialty

22.2

23.3

66.5

69.4

Corporate

0.6

0.9

2.0

2.5

Total depreciation and amortization

$
30.6

$
32.4

$
92.3

$
96.5

September 30, 2021

September 30, 2020

Total assets:

Power Transmission Technologies

$
1,064.3

$
1,054.2

Automation & Specialty

2,962.8

2,956.0

Corporate (2)

134.1

135.7

Total assets

$
4,161.2

$
4,145.9

~~(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								Net Sales
	Quarter Ended				Year to Date Ended				Quarter Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020		March 31, 2022		March 31, 2021
North America (primarily U.S.)	$	256.1	$	230.2	$	758.6	$	681.3	$	291.3	$	247.0
Europe excluding Germany		83.9		68.8		259.1		214.9		93.4		84.9
Germany		50.0		44.1		151.5		140.7		56.4		51.0
China		48.8		56.5		176.9		150.1		41.9		64.1
Asia and other excluding China		30.5		38.2		83.9		85.8		28.7		25.1
Total	$	469.3	$	437.8	$	1,430.0	$	1,272.8	$	511.7	$	472.1

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.~~16. 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 56 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.

~~ALTRA INDUSTRIAL MOTION CORP.~~

~~Notes to Unaudited Condensed Consolidated Interim Financial Statements~~

~~Amounts in millions, unless otherwise noted~~

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.

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 ~~September 30,~~March 31, 2022 and 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~~2018 Credit Agreement.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

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 September 30,~~In November 2021, the Company ~~had~~terminated the 2018 Credit Agreement. As a result of the decision to terminate the 2018 Credit Agreement, the remaining balance of the unrealized loss in AOCIL ~~of approximately $13.5~~ ~~million, net of $3.2~~ ~~million of tax benefit. The loss on the interest rate swap reported in AOCIL will be~~was immediately reclassified to ~~earnings~~“Interest expense, net” 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.~~accompanying condensed consolidated statements of operations. The Company reclassified $~~2.2~~2.4 million, net of $0.7 million ~~tax benefit, and $6.9~~ ~~million, net~~ of $~~2.1~~ ~~million~~ tax benefit, of non-cash interest expense from AOCIL to earnings for the quarter ~~and year to date periods~~ ended ~~September 30, 2021, respectively. The Company reclassified $~~March 31, 2021.~~3.4~~ ~~million and $8.2~~ ~~million from AOCIL to earnings for the quarter and year to date periods ended September 30, 2020, respectively. Approximately $2.6~~ ~~million, net of $0.8~~ ~~million tax benefit, and $4.3~~ ~~million, net of $1.3~~ ~~million tax benefit, for the quarter and year to date periods ended September 30, 2020, respectively, represents non-cash interest expense.~~

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

September 30, 2021

December 31, 2020

Cash flow hedge:

Amount of Loss in AOCIL

Interest rate swap agreement

$
(16.7
)

$
(25.7
)

~~ALTRA INDUSTRIAL MOTION CORP.~~

~~Notes to Unaudited Condensed Consolidated Interim Financial Statements~~

~~Amounts in millions, unless otherwise noted~~

~~16.~~17. 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.

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 ~~September 30, 2021~~March 31, 2022 or December 31, ~~2020.~~2021.

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.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

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.

~~ALTRA INDUSTRIAL MOTION CORP.~~

~~Notes to Unaudited Condensed Consolidated Interim Financial Statements~~

~~Amounts in millions, unless otherwise noted~~

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.~~18. Subsequent Events

On April 8, 2022, the Company completed the previously announced sale of all of the issued and outstanding equity interests of the entities which collectively constitute its JVS business segment to Cummins Inc., an Indiana corporation, for $325.0 million in cash subject to customary adjustments. The net cash consideration received was approximately $325.9 million.

On ~~October 20, 2021~~April 26, 2022, the Company declared a dividend of $~~0.08~~0.09 per share for the quarter ended ~~December 31, 2021,~~June 30, 2022, payable on ~~January 4,~~July 6, 2022 to stockholders of record as of June 17, 2022.

On April 26, 2022, the Company announced that its Board of Directors approved a new share repurchase program authorizing the buyback of up to $300 million of the Company's common stock through December ~~17, 2021~~31, 2024.

2423

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 including the impact of the global semiconductor chip shortage;

•

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, and the ongoing military action between Russia and Ukraine, 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 enhancements to 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;

•

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~~arrangements 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 Nook acquisition and the combination (the “Fortive Transaction”) of the Company with four operating companies from Fortive ~~Transaction;~~Corporation’s (“Fortive”) Automation & Specialty platform (excluding Fortive’s Hengstler and Dynapar businesses);

•

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.

2625

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,~~2021, FILED WITH THE SEC ON FEBRUARY ~~26, 2021;~~28, 2022; 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.~~2021. 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.~~2021. 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.

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.

On December 31, 2021, the Company acquired all of the issued and outstanding equity interests of Nook Industries, LLC ("Nook"), a leader in the U.S. engineered linear motion industry. The acquisition expands the Company's current portfolio of linear product offerings. The acquisition is being accounted for as a business combination using the acquisition method of accounting and the results have been consolidated into the Company's Automation & Specialty segment. The aggregate purchase price of approximately $138.5 million, inclusive of certain post-closing adjustments but subject to others, consisted of $125.2 million of cash transferred, net of $5.1 million of cash acquired, and a noncontingent purchase price holdback of $8.2 million. The purchase price holdback was released in January 2022. The Company borrowed $130.0 million under its Revolving Credit Facility (as defined below) in December 2021 to finance the transaction.

On April 8, 2022, the Company completed the previously announced sale of all of the issued and outstanding equity interests of the entities which collectively constitute its Jacobs Vehicle Systems (“JVS”) business segment to Cummins Inc., an Indiana corporation, for $325.0 million in cash subject to customary adjustments. The net cash consideration received was approximately $325.9 million, which remains subject to customary purchase price adjustments.

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~~26

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~~ In the quarter ended ~~September 30, 2021,~~March 31, 2022, we experienced strong sales as our ~~incoming order rate~~team executed very well in spite of continued ~~to be robust as the overall demand environment remained strong. Our topline performance was constrained by~~challenges including supply chain ~~issues and~~constraints, labor shortages, inflation pressures, and ~~as a result, we~~the continued ~~to build strong backlog levels during the quarter. We believe these backlog levels will position us for future topline growth when supply chain and labor issues improve. In addition, our~~impact of COVID-19. Our pricing initiatives helped ~~to offset~~improve earnings and our backlog levels remain strong. In April 2022, we also completed the ~~increased material, logistics~~sale of our Jacobs Vehicle Systems business and ~~labor cost we experienced in~~used the ~~quarter. As a result, our margins were above pre-COVID Q3 2019 levels and cash flow was excellent, enabling us~~proceeds to pay down ~~an additional $70~~approximately $315 million ofin debt ~~in the quarter.~~and strengthen our balance sheet.

~~During~~We will remain focused on leveraging the ~~remainder of 2021, while broad-based industrial demand~~Altra Business System to drive organic growth initiatives, to manage our portfolio through disciplined mergers and ~~order rates are expected~~acquisitions, to ~~remain strong, we will continue~~integrate the Nook business, and to ~~work~~execute on our strategy to ~~overcome supply chain and logistics challenges. We also expect to continue facing inflationary pressure on raw materials, labor and logistics.~~

The COVID-19 pandemic continues to affect the global economy and business environment. During the third 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.~~as a premier industrial company.

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.~~2021. There have been no changes in the identification or application of the Company’s critical accounting policies during the ~~year to date period~~quarter ended ~~September 30, 2021.~~March 31, 2022.

Recent Accounting Standards

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

Results of Operations

(Amounts in millions, unless otherwise noted)


	Quarter Ended						Year to Date Ended						Quarter Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020			March 31, 2022			March 31, 2021
Net sales	$	469.3		$	437.8		$	1,430.0		$	1,272.8		$	511.7		$	472.1
Cost of sales		299.4			273.7			912.5			812.3			331.4			300.4
Gross profit		169.9			164.1			517.5			460.5			180.3			171.7
Gross profit percentage		36.2	%		37.5	%		36.2	%		36.2	%		35.2	%		36.4	%
Selling, general and administrative expenses		91.9			82.5			275.2			245.4			88.6			89.8
Impairment of Goodwill and Intangible Asset		—			—			—			147.5			6.1			—
Research and development expenses		15.5			13.8			47.5			42.6			17.6			15.9
Restructuring costs		0.7			2.4			2.4			5.5			0.4			0.9
Income from operations		61.8			65.4			192.4			19.5			67.6			65.1
Interest expense, net		16.1			18.0			49.5			54.2			11.3			16.9
Other non-operating expense/(income), net		0.1			(0.3	)		(3.1	)		0.8
Income/(loss) before income taxes		45.6			47.7			146.0			(35.5	)
Other non-operating income, net														(0.1	)		(1.5	)
Income before income taxes														56.4			49.7
Provision for income taxes		10.2			9.4			30.6			21.2			11.6			10.5
Net income/(loss)	$	35.4		$	38.3		$	115.4		$	(56.7	)
Net income													$	44.8		$	39.2

Quarter Ended ~~September 30, 2021~~March 31, 2022 compared with Quarter Ended ~~September 30, 2020~~March 31, 2021

(Amounts in millions, unless otherwise noted)

Amounts in millions, except percentage data

Quarter Ended

September 30, 2021

September 30, 2020

Change

%

Net sales

$
469.3

$
437.8

$
31.5

7.2
%


Amounts in millions, except percentage data	Quarter Ended
	March 31, 2022		March 31, 2021		Change		%
Net sales	$	511.7	$	472.1	$	39.6		8.4	%

Net Sales The increase in net sales during the quarter ended ~~September 30,~~March 31, 2022 when compared to the quarter ended March 31, 2021 iswas primarily due to strength across most end markets, especially the turf and garden and factory automation end ~~markets.~~markets as well as the addition of approximately $11.2 million of sales from Nook. Changes in foreign exchange ~~and price~~had an unfavorable impact on

net sales of $8.7 million for the quarter ended March 31, 2022. Price had a favorable impact on net sales of ~~$6.2~~$17.7 million ~~and $8.6 million, respectively,~~ for the quarter ended ~~September 30, 2021.~~March 31, 2022.


Amounts in millions, except percentage data	Quarter Ended											Quarter Ended
	September 30, 2021			September 30, 2020			Change		%			March 31, 2022			March 31, 2021			Change		%
Gross profit	$	169.9		$	164.1		$	5.8		3.5	%	$	180.3		$	171.7		$	8.6		5.0	%
Gross profit as a percent of sales		36.2	%		37.5	%							35.2	%		36.4	%

Gross Profit ~~Gross~~The decrease in gross profit as a percent of sales ~~decreased~~ during the quarter ended ~~September 30,~~March 31, 2022 when compared to the quarter ended March 31, 2021 was primarily due to increasing costs associated with logistics, supply chain and ~~labor. The~~labor as well as changes in foreign exchange, which had an unfavorable impact of $3.2 million. This decrease ~~in gross profit as a percent of net sales~~ was partially offset by ~~a favorable impact of foreign exchange of $2.4 million as well as~~ price, which had a favorable impact of ~~$8.6~~$17.7 million for the quarter ended ~~September 30, 2021.~~March 31, 2022.


Amounts in millions, except percentage data	Quarter Ended											Quarter Ended
	September 30, 2021			September 30, 2020			Change		%			March 31, 2022			March 31, 2021			Change			%
Selling, general and administrative expense (“SG&A”)	$	91.9		$	82.5		$	9.4		11.4	%	$	88.6		$	89.8		$	(1.2	)		(1.3	)%
SG&A as a percent of sales		19.6	%		18.8	%							17.3	%		19.0	%

Selling, general and administrative expenses The ~~increase~~decrease in SG&A during the quarter ended ~~September 30, 2021,~~March 31, 2022 when compared to the quarter ended ~~September 30, 2020,~~March 31, 2021 was primarily driven by the decrease in amortization expense as a result of the JVS disposal group being classified as held for sale. Refer to Note 4 for further information on the held for sale classification. This decrease was partially offset due to the inclusion of the SG&A expenses ~~returning that were eliminated, reduced or deferred~~from Nook of $2.8 million as well as changes in ~~the prior year such as reinstating merit increases, increased healthcare expenses and backfilling open positions. Foreign~~foreign exchange, which had an unfavorable impact on SG&A of ~~$0.7~~$2.1 million.


Amounts in millions, except percentage data	Quarter Ended									Quarter Ended
	September 30, 2021		September 30, 2020		Change		%			March 31, 2022		March 31, 2021		Change		%
Research and development expenses (“R&D”)	$	15.5	$	13.8	$	1.7		12.3	%	$	17.6	$	15.9	$	1.7		10.7	%

Research and development expense ~~Research~~The increase in research and development expenses ~~increased~~ for the quarter ended ~~September 30, 2021~~March 31, 2022 when compared to the quarter ended ~~September 30, 2020~~March 31, 2021 was primarily due to expenses returning that were deferred such as backfilling open positions. Foreign exchange had an unfavorable impact on R&D of $0.2 million. 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										Quarter Ended
	September 30, 2021		September 30, 2020		Change			%			March 31, 2022		March 31, 2021		Change			%
Restructuring costs	$	0.7	$	2.4	$	(1.7	)		(70.8	)%	$	0.4	$	0.9	$	(0.5	)		(55.6	)%

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 ~~the~~ a restructuring plan (“2019 Altra ~~Plan~~Plan”) to drive efficiencies, reduce the number of facilities and optimize our operating margin. We expect to incur an additional $1 - $2 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 ~~$0.2~~$0.6 million during the quarter ended ~~September 30, 2021~~March 31, 2022 under the 2019 Altra Plan and estimate additional future savings to be approximately $1 - $2 million over

the next two years. The cost savings for the quarter ended ~~September 30, 2021~~March 31, 2022 were recognized as reductions in SG&A and Cost of Sales of approximately ~~$0.2.~~$0.4 million and $0.2 million, respectively.


Amounts in millions, except percentage data	Quarter Ended										Quarter Ended
	September 30, 2021		September 30, 2020		Change			%			March 31, 2022		March 31, 2021		Change			%
Interest expense, net	$	16.1	$	18.0	$	(1.9	)		(10.6	)%	$	11.3	$	16.9	$	(5.6	)		(33.1	)%

Interest expense, net ~~Interest~~The decrease in interest expense ~~decreased for~~during the quarter ended ~~September 30, 2021~~March 31, 2022 when compared to the ~~prior year period~~quarter ended March 31, 2021 was primarily due to the ~~impact of debt paydowns of approximately $190.0 million since the third quarter of 2020, which resulted in lower outstanding borrowings, and~~ lower average interest ~~rates.~~rates as a result of our November 2021 refinancing. In addition, interest expense decreased during the quarter ended March 31, 2022 when compared to the quarter ended March 31, 2021 because we recorded $3.1 million of non-cash interest expense related to the termination of the interest rate swap during the quarter ended March 31, 2021. Since the remaining balance of the unrealized loss from the termination of the interest rate swap was reclassified from accumulated other comprehensive income (loss) to interest expense in the fourth quarter of 2021 in connection with the refinancing, no non-cash interest expense related to the termination of the interest rate swap was recorded during the quarter ended March 31, 2022. We expect our interest expense in ~~2021~~2022 to continue to decrease as additional principal payments on our debt are made.


Amounts in millions, except percentage data	Quarter Ended											Quarter Ended
	September 30, 2021			September 30, 2020			Change		%			March 31, 2022			March 31, 2021			Change		%
Provision for income taxes	$	10.2		$	9.4		$	0.8		8.5	%	$	11.6		$	10.5		$	1.1		10.5	%
Provision for income taxes as a percent of income before income taxes		22.4	%		19.7	%							20.6	%		21.1	%

Provision for Income Taxes The provision for income tax as a percent of income before income taxes ~~increased~~decreased for the quarter ended ~~September 30, 2021 as~~March 31, 2022 when compared to the quarter ended ~~September 30, 2020.~~March 31, 2021 . The ~~increase~~decrease in the ~~2021~~2022 provision for income tax as a percent of income before income taxes is ~~due to the benefit recorded in 2020 as a result of changes in Global Intangible Low-Taxed Income ("GILTI") due to updated legislation.~~

~~Year to Date Ended September 30, 2021 compared with Year to Date Ended September 30, 2020~~

~~(Amounts in millions, unless otherwise noted)~~

Amounts in millions, except percentage data

Year to Date Ended

September 30, 2021

September 30, 2020

Change

%

Net sales

$
1,430.0

$
1,272.8

$
157.2

12.4
%

~~Net Sales~~ The increase in net sales during the year to date period ended September 30, 2021 is primarily due to strength across most end markets, especially the turf and garden, factory automation, forklift truck and agriculture end markets. Changes in foreign exchange and price had a favorable impact on net sales of $39.6 million and $16.9 million, respectively, for the year to date period ended September 30, 2021.

Amounts in millions, except percentage data

Year to Date Ended

September 30, 2021

September 30, 2020

Change

%

Gross profit

$
517.5

$
460.5

$
57.0

12.4
%
Gross profit as a percent of sales

36.2
%

36.2
%

~~Gross Profit~~ Gross profit as a percent of sales was unchanged during the year to date period ended September 30, 2021, primarily due to broad improvements in many of our end markets offset by increasing costs associated with logistics, supply chain and labor. Changes in foreign exchange and price had a favorable impact on gross profit of $15.2 million and $16.9 million, respectively, for the year to date period ended September 30, 2021.

Amounts in millions, except percentage data

Year to Date Ended

September 30, 2021

September 30, 2020

Change

%

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

$
275.2

$
245.4

$
29.8

12.1
%
SG&A as a percent of sales

19.2
%

19.3
%

~~Selling, general and administrative expenses~~ The increase in SG&A during the year to date period ended September 30, 2021, when compared to the year to date period ended September 30, 2020 was primarily driven by expenses returning that were eliminated, reduced or deferred in the prior year such as reinstating merit increases, increased healthcare expenses and backfilling open positions. Foreign exchange had an unfavorable impact on SG&A of $6.3 million.

Amounts in millions, except percentage data

Year to Date Ended

September 30, 2021

September 30, 2020

Change

%

Research and development expenses (“R&D”)

$
47.5

$
42.6

$
4.9

11.5
%

~~Research and development expense~~ ~~Research and development expenses increased for the year to date period ended September 30, 2021 when compared to the year to date period ended September 30, 2020. The increase is~~ mainly due to ~~expenses returning that were deferred such as backfilling open positions. Foreign exchange had an unfavorable impact~~a net benefit of ~~approximately $1.5~~$2.5 million ~~for~~mainly related to the ~~year to date period ended September 30, 2021. We expect R&D costs to be approximately 2.5% - 3.5% of sales~~JVS divestiture recorded in ~~future periods.~~

Amounts in millions, except percentage data

Year to Date Ended

September 30, 2021

September 30, 2020

Change

%

Restructuring costs

$
2.4

$
5.5

$
(3.1
)

(56.4
)%

~~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 the 2019 Altra Plan to drive efficiencies, reduce the number of facilities and optimize our operating margin. We expect expenses related to workforce reductions, lease termination costs and other facility rationalization costs. We expect to incur an additional $1 - $2 million in restructuring expenses under the 2019 Plan over the next 2 years, primarily related to plant consolidation and headcount reductions. We achieved savings of $4.3 million during the year to date period September 30, 2021 under the 2019 Altra Plan and estimate additional future savings to be approximately $1 - $2 million over the next 2 years. The cost savings for the year to date period ended September 30, 2021 were recognized as improvements in SG&A and Cost of Sales of approximately $1.8 million and $2.5 million, respectively.

Amounts in millions, except percentage data

Year to Date Ended

September 30, 2021

September 30, 2020

Change

%

Interest expense, net

$
49.5

$
54.2

$
(4.7
)

(8.7
)%

~~Interest expense, net~~ Interest expense decreased for the year to date period ended September 30, 2021 compared to the prior year period primarily due to debt paydowns of approximately $190.0 million since the third quarter of 2020 and lower interest rates. We expect our interest expense in 2021 to decrease as a result of additional principal payments, resulting in lower average outstanding borrowings, as well as lower average interest rates.

Amounts in millions, except percentage data

Year to Date Ended

September 30, 2021

September 30, 2020

Change

%

Provision for income taxes

$
30.6

$
21.2

$
9.4

44.3
%
Provision for income taxes as a percent of income before
income taxes

21.0
%

(59.7
)%

~~Provision for Income Taxes~~ The provision for income tax as a percentage of income before income taxes increased for the year to date period ended September 30, 2021 as compared to the year to date period ended September 30, 2020. The provision for income tax as a percent of income before income taxes during the year to date period ended September 30, 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 $2.8 million of withholding tax as a result of dividends from our foreign subsidiaries. This wasMarch 31, 2022, partially offset by a ~~foreign~~higher annual effective tax rate ~~change of $0.5 million, a release of~~

~~valuation allowances of $0.4 million related~~in 2022 compared to the one-time sale of property in the United Kingdom, and a $1.6 million benefit as a result of the exercise of stock options and vesting of restricted stock. We expect our provision for income taxes before discrete items to be approximately 20% to 22% for the full year 2021.

Segment Performance

(Amounts in millions unless otherwise noted)


	Quarter Ended						Year to Date Ended						Quarter Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020			March 31, 2022			March 31, 2021
Net Sales:
Power Transmission Technologies	$	232.5		$	197.7		$	691.1		$	610.7		$	253.7		$	221.0
Automation & Specialty		237.8			240.8			741.9			665.2			259.2			252.1
Inter-segment eliminations		(1.0	)		(0.7	)		(3.0	)		(3.1	)		(1.2	)		(1.0	)
Net sales	$	469.3		$	437.8		$	1,430.0		$	1,272.8		$	511.7		$	472.1
Income from operations:
Segment earnings:
Power Transmission Technologies	$	36.5		$	23.5		$	97.9		$	73.0		$	32.3		$	27.8
Automation & Specialty		30.6			44.6			109.4			(48.0	)		35.6			41.4
Corporate expenses (1)		(4.6	)		(0.3	)		(12.5	)		—			0.1			(3.2	)
Restructuring costs		(0.7	)		(2.4	)		(2.4	)		(5.5	)		(0.4	)		(0.9	)
Income from operations	$	61.8		$	65.4		$	192.4		$	19.5		$	67.6		$	65.1

(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 ~~$232.5~~$253.7 million ~~and $691.1 million in~~for the quarter ~~and year to date periods~~ ended ~~September 30, 2021, respectively.~~March 31, 2022. The increase of approximately ~~$34.8~~$32.7 million or ~~17.6% and approximately $80.4 million or 13.2%~~14.8% from the quarter ~~and year to date periods~~ ended ~~September 30, 2020, respectively, is~~March 31, 2021 was primarily due to the broad based strength across most of our end markets, especially material handling, metals and mining, turf and garden and agriculture end markets. In addition, ~~changes in foreign exchange for the quarter and year to date periods ended September 30, 2021 had a favorable impact on net sales of $3.0 million and $20.8 million, respectively. Price also~~price had a favorable impact on net sales for the quarter ~~and year to date periods~~ ended ~~September 30, 2021~~March 31, 2022 of ~~$6.3 million and $12.7 million, respectively.~~$11.5 million. The increase in net sales was partially offset by changes in foreign exchange for the quarter ended March 31, 2022, which had an unfavorable impact on net sales of $5.2 million. Income from operations for the quarter ~~and year to date periods~~ ended ~~September 30, 2021~~March 31, 2022 was ~~$36.5~~$32.3 million, an increase of ~~55.3%~~16.2%, ~~and $97.9 million, an increase of 34.1%, respectively,~~ which iswas primarily driven by the increase in sales and partially offset by increasing costs from logistics, supply chain and labor.

3229

Automation & Specialty

Net sales in the Automation & Specialty segment were ~~$237.8~~$259.2 million ~~and $741.9 million in the quarter and year to date periods ended September 30, 2021, respectively. The decrease of approximately $3.0 million, or 1.2%~~ for the quarter ~~to date period~~ ended ~~September 30,~~March 31, 2022. The increase of approximately $7.1 million, or 2.8% from the quarter ended March 31, 2021 was primarily due to ~~weaker~~the inclusion of sales in China in 2021 and very strong 2020 sales in our medical end market as a result of the pandemic. This was partially offset by strength in other markets especially factory automation. The increase of approximately $76.7 million, or 11.5% from the ~~year~~newly acquired Nook business, which were approximately $11.1 million for the quarter ended March 31, 2022. In addition, the increase was due to ~~date period ended September 30, 2020 was primarily due to~~continued strength in the factory automation ~~and marine~~ end markets, partially offset by weakness in China and the medical end market. In addition, changes in foreign exchange for the quarter and year to date periods ended September 30, 2021 had a favorable impact of $3.2 million and $18.8 million, respectively. Pricemarket, as well as price, which had a favorable impact on net sales of $6.2 million for the quarter ~~and year to date periods~~ ended ~~September 30, 2021~~March 31, 2022. The increase in net sales was partially offset by a decline in the China class 8 heavy duty truck market as well as changes in foreign exchange, which had an unfavorable impact on net sales of ~~$2.3~~$3.5 million ~~and $4.2 million, respectively.~~for the quarter ended March 31, 2022. Income from operations for the quarter ended ~~September 30, 2021~~March 31, 2022 was ~~$30.6~~$35.6 million, a decrease of ~~31.4%~~14.0%, which iswas primarily driven by the ~~decrease in sales. Income from operations~~asset held for ~~the year to date period ended September 30, 2021 was $109.4~~sale impairment charge of $6.1 million ~~an increase of 327.9%, which is 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~~related to the ~~first quarter of 2020.~~held for sale classification.

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 ~~September 30, 2021,~~March 31, 2022, we had the ability under the ~~Altra~~ Revolving Credit Facility to borrow an additional ~~$295.2~~$395.7 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, other post-employment benefits and dividends.

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 meet our short-term and long-term needs 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,~~merger that was part of the Fortive Transaction, pursuant to which such merger Stevens Holdings became a wholly-owned subsidiary of the Company, and Stevens Holding did not receive any proceeds from the sale of the Selling Securityholder Notes.

2021 Altra Credit Agreement

On November 17, 2021, the ~~A&S Closing Date, Altra~~Company entered into a new Credit Agreement (the “Credit Agreement” or the "Altra Credit Agreement") with certain subsidiaries of the Company (together with the Company, the “Borrowers”) , the lenders party to the Credit Agreement from time to time (collectively, the “Lenders”), Bank of Montreal as administrative agent (the “Administrative Agent”), as sustainability structuring agent and collateral agent thereunder, and under the security and guarantee documents for the Lenders, and BMO Capital Markets Corp., Citizens Bank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners. Pursuant to the Credit Agreement, the Lenders made available to the Borrowers a term loan facility of $400.0 million (the “Term Loan Facility” or "Term Loan" or “Term Loan A”) and a revolving credit facility of $1,000.0 million (the “Revolving Credit Facility” or "Revolver", and together with the Term Loan Facility, the “Credit Facilities”). The aggregate proceeds of the Credit Facilities were used to repay in full and extinguish all outstanding indebtedness for borrowed money under the 2018 Credit Agreement. The amounts available under the Credit Facilities are to be available for general corporate purposes and to

repay existing indebtedness. The stated maturity of both of the Credit Facilities is November 17, 2026, and there are scheduled quarterly principal payments due on the outstanding amount of the Term Loan Facility.

The Credit Facilities are guaranteed on a senior secured basis by certain direct and indirect domestic subsidiaries of the Company (each a “Guarantor” and collectively the “Guarantors”; the Guarantors collectively with the Borrowers, the “Loan Parties”).

The amounts available under the Revolving Credit Facility may be drawn upon in accordance with the terms of the Credit Agreement. All amounts outstanding under the Credit Facilities are due on the stated maturity or such earlier time, if any, required under the Credit Agreement. The amounts owed under either of the Credit Facilities may be prepaid at any time, subject to usual notification and breakage payment provisions. Interest on the amounts outstanding under the Credit Facilities is calculated using either a Base Rate or Eurocurrency Rate, plus the applicable margin. The applicable margins for Eurocurrency Loans are between 1.000% to 1.750%, and for Base Rate Loans are between 0.000% and 0.750%. The amounts of the margins are calculated based on the Total Leverage Ratio (as defined in the Credit Agreement). A portion of the Revolving Credit Facility may be used for the issuance of letters of credit, and a portion of the amount of the Revolving Credit Facility is available for borrowings in certain agreed upon foreign currencies. The interest rate on the Credit Facilities was 1.709% at March 31, 2022.

The Credit Agreement contains usual and customary representations and warranties, usual and customary affirmative and negative covenants and restrictions, which among other things, will require the Borrowers to provide certain financial reports to the Lenders, require the Borrowers to maintain certain financial covenants relating to consolidated leverage and interest coverage, and limit the ability of the Company and its subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other equity distributions, purchase or redeem capital stock or debt, make certain investments, sell assets, engage in certain transactions, and effect a consolidation or merger. The obligations of the borrowers of the Credit Facilities under the Credit Agreement may be accelerated upon customary events of default, including non-payment of principal, interest, fees and other amounts, inaccuracy of representations 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.

Pursuant to the Credit Agreement, on November 17, 2021, the Loan Parties and the Administrative Agent entered into a Guarantee and Collateral Agreement (the “Guarantee and Collateral Agreement”), pursuant to which each Loan Party pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders, a security interest in all of its right, title and interest in, to and under all personal property, whether now owned by or owing to, or after acquired by or arising in favor of such Loan Party (including under any trade name or derivations), and whether owned or consigned by or to, or leased from or to, such Loan Party, and regardless of where located, except for specific excluded personal property identified in the Guarantee and Collateral Agreement (collectively, the “Collateral”). Notwithstanding the foregoing, the Collateral does not include, among other items, more than 65% of the capital stock of the first tier foreign subsidiaries of the Company. The Guarantee and Collateral Agreement contains other customary representations, warranties and covenants of the parties.

In connection with the Guarantee and Collateral Agreement, certain of the Loan Parties delivered a Patent Security Agreement and a Trademark Security Agreement in favor of the Administrative Agent pursuant to which each of the Loan Parties signatory thereto pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders, a security interest in all of its right, title and interest in, to and under all registered patents, patent applications, registered trademarks and trademark applications owned by such Loan Parties.

2018 Altra Credit Agreement

On October 1, 2018, the Company entered into a Credit Agreement (the “2018 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~~2018 Credit Agreement ~~provides~~provided for a seven-year senior secured term loan to ~~Altra~~the Company in an aggregate principal amount of $1,340.0 million (the ~~“Altra~~“2018 Term Loan Facility”) and a five-year senior secured revolving credit facility ~~provided~~available to ~~Altra~~the Company and certain of its subsidiaries in an aggregate committed principal amount of $300.0 million (the ~~“Altra~~“2018 Revolving Credit Facility” and together with the ~~Altra~~2018 Term Loan Facility, the ~~“Altra~~“2018 Credit Facilities”). The initial proceeds of the ~~Altra~~2018 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~~2018 Term Loan Facility not so used ~~may~~could be used for general corporate ~~purposes. The~~purposes and the proceeds of the ~~Altra~~2018 Revolving Credit Facility ~~will be~~were used for working capital and general corporate purposes.

~~The Altra~~On November 17, 2021, in connection with the new Credit ~~Facilities are guaranteed on a senior secured basis by Altra~~Agreement, the 2018 Credit Agreement was terminated and ~~by each direct or indirect wholly owned domestic subsidiary of Altra, subject to certain customary exceptions.~~all outstanding indebtedness for borrowed money thereunder was repaid in full.

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 2.084% at September 30, 2021.

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 September 30, 2021, all outstanding borrowings under the Altra Revolving Credit Facility have been repaid.

~~As of September 30, 2021, the Company had $910.0 million outstanding on the Altra Credit Agreement. As of September 30, 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 September 30, 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 ~~September 30,~~March 31, 2022 and March 31, 2021, ~~and September 30, 2020,~~ respectively:


	Amounts in millions				Amounts in millions
	September 30, 2021		September 30, 2020		March 31, 2022		March 31, 2021
Debt:
Term loan	$	910.0	$	1,100.0
Term loan A					$	397.5	$	—
Term loan B						—		1,010.0
Revolver						600.0		—
Notes		400.0		400.0		400.0		400.0
Mortgages and other		11.8		12.4		8.4		12.2
Finance leases		0.2		0.3		0.1		0.2
Total debt	$	1,322.0	$	1,512.7
Total gross debt					$	1,406.0	$	1,422.4

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~~quarter ended ~~September 30,~~March 31, 2022 and March 31, 2021, ~~and September 30, 2020,~~ respectively:


	September 30, 2021			September 30, 2020		��	Change			March 31, 2022			March 31, 2021			Change
Cash and cash equivalents at the beginning of the period	$	254.4		$	167.3		$	87.1		$	246.1		$	254.4		$	(8.3	)
Net cash provided by operating activities		170.1			161.8			8.3
Net cash (used in) provided by investing activities		(23.4	)		30.0			(53.4	)
Net cash (used in) provided by operating activities											(24.9	)		36.2			(61.1	)
Net cash used in investing activities											(17.8	)		(9.6	)		(8.2	)
Net cash used in financing activities		(136.8	)		(120.2	)		(16.6	)		(17.1	)		(27.1	)		10.0
Effect of exchange rate changes on cash and cash equivalents		(7.5	)		(0.2	)		(7.3	)		(2.6	)		(4.5	)		1.9
Cash and cash equivalents at the end of the period	$	256.8		$	238.7		$	18.1		$	183.7		$	249.4		$	(65.7	)

Cash Flows for ~~2021~~2022

Net cash ~~provided by~~used in operating activities was approximately ~~$170.1~~$24.9 million for the ~~year to date period~~quarter ended ~~September 30, 2021,~~March 31, 2022, an increase of ~~$8.3~~$61.1 million of net cash used as compared to the prior year. ~~This~~The increase in net cash ~~provided~~used was primarily ~~generated by net income of $115.4 million compared~~due to a net loss of $56.7 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. The increase in cash provided by operating activities was partially offset by unfavorable changes in operating assets and liabilities of approximately ~~$51.6~~$56.6 million, which reflect timing ~~differences~~difference between the receipt and payment of cash associated with transactions and when they are recognized in our results of operations.

Net cash used in investing activities for the ~~year to date period~~quarter ended ~~September 30, 2021~~March 31, 2022 increased approximately ~~$53.4~~$8.2 million compared to the ~~year to date period~~quarter ended ~~September 30, 2020,~~March 31, 2021, primarily due to ~~the cross-currency interest rate swap settlement proceeds of approximately $56.2 million received during the first quarter of 2020.~~increased property, plant and equipment purchases.

Net cash used in financing activities for the ~~year to date period~~quarter ended ~~September 30, 2021~~March 31, 2022 as compared to the ~~period~~quarter ended ~~September 30, 2020 increased~~March 31, 2021 decreased by ~~$16.6~~$10.0 million, primarily due ~~to the increased~~decreased debt paydowns of approximately ~~$30.0~~$12.5 million ~~on our Term Loan Facility~~when compared to the ~~prior year, which was partially offset by a reduction in dividend payments of $11.8 million.~~quarter ended March 31, 2021.

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, for other post-retirement benefits funding and to pay dividends to our stockholders. As of ~~September 30, 2021~~March 31, 2022 we have approximately ~~$160.0~~$165.8 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 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 ~~September 30, 2021.~~March 31, 2022.

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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.~~2021.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of ~~September 30, 2021,~~March 31, 2022, 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 ~~September 30, 2021,~~March 31, 2022, 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 ~~September 30, 2021,~~March 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

3633

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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.~~2021.

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~~2021 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~~2021 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~~2021 are incorporated herein by reference.

Below are additional risk factors that should be carefully considered by the reader in addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~

2021.

The ongoing military action between Russia and Ukraine could adversely affect our business, financial condition and operating results.

On February 24, 2022, Russian military forces invaded Ukraine, and sustained conflict and disruption in the region is likely. This conflict could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.

Russia’s recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military action against Ukraine have led to an unprecedented expansion of sanction programs imposed by the United States, the European Union, the United Kingdom, Canada, Switzerland, Japan and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, including, among others:

•blocking sanctions against some of the largest state-owned and private Russian financial institutions (and their subsequent removal from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system) and certain Russian businesses, some of which have significant financial and trade ties to the European Union;

•blocking sanctions against Russian and Belarusian individuals, including the Russian President, other politicians and those with government connections or involved in Russian military activities; and

•blocking of Russia’s foreign currency reserves as well as expansion of sectoral sanctions and export and trade restrictions, limitations on investments and access to capital markets and bans on various Russian imports.

The situation is rapidly evolving as a result of the conflict in Ukraine, and the United States, the European Union, the United Kingdom and other countries may implement additional sanctions, export controls or other measures against Russia, Belarus and other countries, regions, officials, individuals or industries in the respective territories. Such sanctions and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, could adversely affect the global ~~semiconductor chip shortage~~economy and financial markets and could ~~have an adverse effect on~~adversely affect our business, financial condition and results of operations.

We ~~use semiconductors~~are actively monitoring the situation in Ukraine and assessing its impact on our business, including our business partners and customers. We have no way to predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus as the conflict, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Any of the above mentioned factors could affect our business, financial condition and operating results. Any such disruptions may also magnify the impact of other risks described in our ~~business. The~~Annual Report on Form 10-K for the year ended December 31, 2021.

New or more stringent government regulations or standards designed to address climate change could increase our operational costs, and severe weather associated with a changing climate could negatively impact our operations and those of our customers and suppliers.

We are subject to domestic and foreign regulations and standards governing emissions controls which are, in part, designed to address climate change. Due to increasing global ~~shortage~~concern over the effects of ~~semiconductor chips initially caused~~climate change, new or more stringent regulations and standards may be mandated. In addition, various stakeholders may demand additional controls beyond what is required by such regulations or standards. Such additional regulations, standards and demands may expose us to increased operational costs associated with compliance, data collection and disclosure, and raw material sourcing, our manufacturing operations, and the slowdown of many chip makers and logistics companies due to COVID-19 continues to be exacerbated by the surge in demand for a wide variety of products across several industries. We anticipate that this shortage could last through at least the remainder of 2021. We may not be able to obtain semiconductor chips from our suppliers on a timely basis, or at all, or identify any alternative suppliers to provide the semiconductor chips we need to produce our products. To the extent this semiconductor chip shortage or other shortages continue, the productiondistribution of our products may be ~~impacted. If the Company or~~adversely affected. Further, tighter emissions controls as a result of these actions could increase our ~~suppliers are unable~~operational costs and could lead to ~~obtain components from third parties~~disruptions in ~~the quantities~~our operations as compliance is attained. Severe weather associated with a changing climate could also negatively impact our facilities, information systems and infrastructure, as well as those of ~~the quality that we require, on a timely basis and at acceptable prices, we may not be able to deliver our products on a timely or cost-effective basis to~~ our customers and suppliers. This could disrupt supply, customer demand and negatively affect our ability to fulfill orders, manufacture products and maintain operations. In addition, certain markets and industries which Altra serves may be negatively impacted by global trends and market adjustment in response to a changing climate which could ~~harm~~have an adverse impact on our financial performance. There can be no assurance that our efforts to address these regulations, standards, or stakeholder demands will be successful or that any future investments we make in furtherance of achieving climate change targets and goals will meet investor expectations or any regulatory or legal standards regarding sustainability performance. If we fail to sufficiently address applicable regulations, standards and stakeholder demands or fail to achieve or improperly report on our progress toward achieving our goals and commitments to reduce our carbon footprint or address sustainability programs and initiatives, the results could have an adverse impact on our business, results of operations and financial condition.

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

(a) Recent Sales of Unregistered Equity Securities

None.

(b) Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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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

10.1(4)		Purchase and Sale Agreement, dated February 8, 2022, between Cummins Inc. and Altra Industrial Motion Corp.

10.2*		Amendment No. 1 to the Purchase and Sale Agreement, dated April 8, 2022, by and between Cummins Inc. and Altra Industrial Motion Corp.

10.3*		Release Letter, dated April 8, 2022,made by Altra Industrial Motion Corp. to Bank of Montreal under that certain Credit Agreement, dated as of November 17, 2021, by and among Altra Industrial Motion Corp, the designated subsidiary borrowers party thereto, the lenders party thereto and Bank of Montreal, as administrative agent, sustainability structuring agent and collateral agent.

10.4*		Supplement to Guarantee and Collateral Agreement, dated April 6, 2022, to the Guarantee and Collateral Agreement, dated November 17, 2021, by and among Altra Industrial Motion Corp., the Guarantors from time to time party thereto and Bank of Montreal, as collateral agent for the Secured Parties.

10.5*		Release of Patent Security Interest, dated April 8, 2022, by Bank of Montreal in favor of American Precision Industries, Inc., Inertia Dynamics, LLC, Jacobs Vehicle Systems, Inc., Kilian Manufacturing Corporation, Kollmorgen Corporation, TV Wood’s Incorporated, Thomson Industries, Inc., and Warner Electric, LLC.

10.6*		Patent Security Agreement, dated as of April 6, 2022, made by Nook Industries, LLC in favor of Bank of Montreal.

10.7*		Release of Security Interest in Trademarks, dated April 8, 2022, by Bank of Montreal, as Administrative Agent, in favor of Altra Industrial Motion Corp., American Precision Industries, Inc., Ameridrives International, LLC, Boston Gear, LLC, Guardian Couplings, LLC, Inertia Dynamics, LLC, Formsprag LLC, Jacobs Vehicle Systems, Inc., Kilian Manufacturing Corporation, Kollmorgen Corporation, TV Wood’s Incorporated, and Thomson Industries, Inc.

10.8*		Trademark Security Agreement, dated as of April 6, 2022, made by Nook Industries, LLC in favor of Bank of Montreal.

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 ~~September 30, 2021,~~March 31, 2022, 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.

(4) Incorporated by reference to Altra Industrial Motion Corp.’s Annual Report on Form 10-K, filed with the SEC on February 28, 2022.

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.

~~October 26, 2021~~May 2, 2022	By:	/s/ Carl R. Christenson
	Name:	Carl R. Christenson
	Title	Chairman and Chief Executive Officer
		(Principal Executive Officer)
~~October 26, 2021~~	~~By:~~	~~/s/ Christian Storch~~
	~~Name:~~	~~Christian Storch~~
	~~Title:~~	~~Vice President and Chief Financial Officer~~
		~~(Principal Financial Officer)~~
~~October 26, 2021~~May 2, 2022	By:	/s/ Todd B. Patriacca
	Name:	Todd B. Patriacca
	Title:	~~Vice President of Finance, Corporate Controller~~Executive V.P., Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

3938


	September 30, 2021			December 31, 2020
Cash flow hedge:	Amount of Loss in AOCIL
Interest rate swap agreement	$	(16.7	)	$	(25.7	)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company