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 ~~July 28,~~November 3, 2022, there were ~~65,066,459~~65,169,434 outstanding shares of the registrant’s common stock, $0.001 par value per share.

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

1. Organization and Nature of Operations

Headquartered in Braintree, Massachusetts, Altra Industrial Motion Corp. (the “Company”, “Altra”, “we”, or “our”) is a leading global designer, producer and marketer of a wide range of electro-mechanical power transmission motion control (“PTMC”) products. The Company brings together strong brands with production facilities in 16 countries. As of ~~June~~September 30, 2022, Altra’s leading brands included Ameridrives Couplings, Bauer Gear Motor, Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch, Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, 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.

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~~evaluated the ~~effect of~~optional relief guidance provided within this ASU and does not expect it to have a material impact because the ~~adoption of~~Company’s financial instruments potentially affected by this standard ~~on the Company.~~include language allowing for a rate other than LIBOR to be applied upon transition.

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

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

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 recorded in accruals and other current liabilities at December 31, 2021 and

~~ALTRA INDUSTRIAL MOTION CORP.~~

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

~~Amounts in millions, unless otherwise noted~~

was paid in January 2022. The Company borrowed $130.0 million under its Revolving Credit Facility in December 2021 to finance the transaction.

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 recorded certain measurement period adjustments during the quarter and year to date period ended ~~June~~September 30, 2022 in the amount of $~~0.6~~0.5 ~~million.~~million and $0.1 million, respectively, related to changes in working capital, inventory, property, plant and equipment and accrued expenses. The purchase price allocation below includes such adjustments:


	At Acquisition Date (As Adjusted)			At Acquisition Date (As Adjusted)
Total cash consideration	$	129.9		$	129.9
Purchase price holdback		8.2			8.2
Fair value of consideration transferred		138.1			138.1

Recognized identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		5.1			5.1
Receivables		3.7			3.7
Inventory		10.8			10.5
Prepaids and other current assets		0.4			0.4
Property, plant and equipment		12.8			12.6
Deferred tax asset		0.9			0.9
Other non-current assets		5.0			5.0
Intangibles		55.1			55.1
Accounts payable		(2.9	)		(2.9	)
Accrued payroll		(0.7	)		(0.7	)
Accrued expenses and other current liabilities		(2.5	)		(2.5	)
Other long term liability		(4.6	)		(4.6	)
Total identifiable net assets acquired		83.1			82.6
Goodwill	$	55.0		$	55.5



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

The following table sets forth the unaudited pro forma results of operations of the Company for the quarter and year to date periods ended ~~June~~September 30, 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 June 30, 2021

Year to Date Ended June 30, 2021

Total revenues

$
498.3

$
979.4

Net income

39.1

76.6

Basic earnings per share

$
0.60

$
1.18

Diluted earnings per share

$
0.60

$
1.17

~~Jacobs Vehicle Systems ("JVS") Divestiture~~

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted


	Pro forma (unaudited)
	Quarter Ended September 30, 2021		Year to Date Ended September 30, 2021
Total revenues	$	480.8	$	1,460.2
Net income		35.2		111.8
Basic earnings per share	$	0.54	$	1.72
Diluted earnings per share	$	0.54	$	1.71

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 industry. On February 8, 2022, the Company entered into a purchase and sale agreement with Cummins Inc. (the ~~"Buyer"~~“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 from December 31, 2021 until the transaction was completed on April 8, 2022. The Company determined that the disposal group classified as held for sale did not meet the criteria for classification as discontinued operations as the disposal was not considered a strategic shift that had a major effect on the Company’s operations and financial results. The JVS business was not a significant disposal based on the ~~Company's~~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 reflected in the fourth quarter of 2021 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 additional asset held for sale impairment charges of $~~2.2~~ ~~million and $~~8.3 million during the ~~quarter and~~ year to date ~~periods~~period ended ~~June~~September 30, ~~2022, respectively.~~2022.

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


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

Liabilities
Current Liabilities
Accounts payable	$	20.8
Other current liabilities		9.8
Deferred tax liabilities		22.3
Other liabilities		0.1
Total liabilities held for sale	$	53.0
(1) 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.

In the nine-month period ended September 30, 2022, substantially all outstanding revenue has been recognized related to contract liabilities outstanding at January 1, 2022.

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 Credit Agreement (as defined herein) is classified as Level 2 and is comprised of the Term Loan Facility and the Revolving Credit Facility (both as defined herein). As of ~~June~~September 30, 2022, the carrying amount of the Term Loan Facility was $~~395.0~~392.5 million and the carrying amount of the Revolving Credit Facility was $~~285.0~~275.0 million, each approximates fair value due to the fact that the interest rate on the debt is based on variable interest rates. The carrying amount of the Notes (as defined herein) was $~~400.0~~383.7 million and the estimated fair value of the Notes was $~~383.5~~375.1 million at ~~June~~September 30, 2022. The Notes are classified as Level 2.

The Company determines the fair value of financial instruments using quoted market prices whenever available and 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 16.

During the quarter ended September 30, 2022, the company recorded an impairment of $3.0 million related to a building expected to be sold upon the closing of its facility in Dessau, Germany. The Company estimated the fair value of the building based on appraisals and sales prices of like properties (Level 2). The net book value of the building is classified as an asset held for sale as part of “Prepaid expenses and Other current assets” in the consolidated balance sheet, as the Company expects it to be sold within the next twelve months.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

In December 2020 and May 2022, the Company invested approximately $5.0 million and $4.6 million, respectively, 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 investments do not have a readily determinable fair value and do 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 investments at their cost less impairment, if any, adjusted for observable price changes in orderly transactions for identical or a similar investment of the same issuer. These investments are considered Level 3 assets based on the lack of observable inputs and are classified within other non-current assets in the consolidated balance sheets. The Company 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. During the ~~six months~~quarter ended June 30, 2022, the Company reassessed the value of its December 2020 investment and recognized a $0.7 million unrealized holding gain as a result of an observable price change from the additional investment made in May 2022. As of ~~June~~September 30, 2022, there were no other indicators that support an adjustment to MTEK’s carrying value.

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:


	Pension & Other Post Retirement Benefit Plans			Cumulative Foreign Currency Translation Adjustment			Total			Pension & Other Post Retirement Benefit Plans			Cumulative Foreign Currency Translation Adjustment			Total
Accumulated other comprehensive income (loss) by component, April 1, 2022	$	0.1		$	(28.6	)	$	(28.5	)
Accumulated other comprehensive income (loss) by component, July 1, 2022										$	(0.2	)	$	(115.6	)	$	(115.8	)
Amortization of actuarial gain (losses), net of tax		(0.3	)		—			(0.3	)		0.5			—			0.5
Foreign currency translation adjustments, net of tax		—			(87.0	)		(87.0	)		—			(69.0	)		(69.0	)
Net current-period other comprehensive loss		(0.3	)		(87.0	)		(87.3	)		0.5			(69.0	)		(68.5	)
Accumulated other comprehensive income (loss) by component, June 30, 2022	$	(0.2	)	$	(115.6	)	$	(115.8	)
Accumulated other comprehensive income (loss) by component, September 30, 2022										$	0.3		$	(184.6	)	$	(184.3	)

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 gain (losses), net of tax

(0.4
)

—

(0.4
)
Foreign currency translation adjustments, net of tax

—

(104.4
)

(104.4
)
Net current-period Other Comprehensive Income (Loss)

(0.4
)

(104.4
)

(104.8
)
Accumulated Other Comprehensive Income (Loss) by Component, June 30, 2022

$
(0.2
)

$
(115.6
)

$
(115.8
)

Gains and
(Losses) on
Cash Flow
Hedges

Defined
Benefit
Pension
Plans

Cumulative
Foreign
Currency
Translation
Adjustment

Total

Accumulated other comprehensive income (loss) by component, April 1, 2021

$
(19.1
)

$
(3.7
)

$
3.3

$
(19.5
)
Reclassification of interest rate swap to income, net of tax

2.3

—

—

2.3

Pension adjustments, net of tax

—

1.2

—

1.2

Amortization of actuarial gain (losses), net of tax

—

0.1

—

0.1

Foreign currency translation adjustments, net of tax

—

—

19.6

19.6

Net current-period other comprehensive income (loss)

2.3

1.3

19.6

23.2

Accumulated other comprehensive income (loss) by component, June 30, 2021

$
(16.8
)

$
(2.4
)

$
22.9

$
3.7


	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 gain (losses), net of tax		0.1		—			0.1
Foreign currency translation adjustments, net of tax		—		(173.4	)		(173.4	)
Net current-period Other Comprehensive Income (Loss)		0.1		(173.4	)		(173.3	)
Accumulated Other Comprehensive Income (Loss) by Component, September 30, 2022	$	0.3	$	(184.6	)	$	(184.3	)

1213

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			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, 2021	$	(21.5	)	$	(3.7	)	$	46.3		$	21.1
Accumulated other comprehensive income (loss) by component, July 1, 2021													$	(16.8	)	$	(2.4	)	$	22.9		$	3.7
Reclassification of interest rate swap to income, net of tax		4.7			—			—			4.7			2.2			—			—			2.2
Pension adjustments, net of tax		—			1.2			—			1.2			—			0.4			—			0.4
Amortization of actuarial gain (losses), net of tax		—			0.1			—			0.1			—			0.1			—			0.1
Foreign currency translation adjustments, net of tax		—			—			(23.4	)		(23.4	)		—			—			(22.3	)		(22.3	)
Net current-period Other Comprehensive Income (Loss)		4.7			1.3			(23.4	)		(17.4	)
Accumulated Other Comprehensive Loss by Component, June 30, 2021	$	(16.8	)	$	(2.4	)	$	22.9		$	3.7
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 (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 Loss by Component, September 30, 2021	$	(14.6	)	$	(1.9	)	$	0.6		$	(15.9	)

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.

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				Quarter Ended				Year to Date Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net income	$	26.3	$	40.8	$	71.1	$	80.0	$	33.6	$	35.4	$	104.7	$	115.4
Shares used in net income per common share - basic		65.1		64.8		65.0		64.8		65.1		64.9		65.0		64.8
Effect of dilutive shares		0.2		0.6		0.3		0.6		0.2		0.6		0.3		0.6
Shares used in net income per common share - diluted		65.3		65.4		65.3		65.4		65.3		65.5		65.3		65.4
Earnings per share:
Basic	$	0.40	$	0.63	$	1.09	$	1.23	$	0.52	$	0.55	$	1.61	$	1.78
Diluted	$	0.40	$	0.62	$	1.09	$	1.22	$	0.51	$	0.54	$	1.60	$	1.76

9. Inventories

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


	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Raw materials	$	165.4	$	124.1	$	167.3	$	124.1
Work in process		30.7		26.7		29.9		26.7
Finished goods		120.0		117.0		126.4		117.0
	$	316.1	$	267.8	$	323.6	$	267.8

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 during the quarter ended ~~June~~September 30, 2022. The 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, 2022 through September 30, 2022 were as follows:


	Power Transmission Technologies			Automation & Specialty			Total
Goodwill	$	442.8		$	1,352.1		$	1,794.9
Accumulated impairment loss		(31.8	)		(199.1	)		(230.9	)
Balance January 1, 2022	$	411.0		$	1,153.0		$	1,564.0
Measurement period adjustments related to the Nook acquisition		—			(0.1	)		(0.1	)
Impact of changes in foreign currency		(17.1	)		(55.5	)		(72.6	)
Goodwill balance September 30, 2022	$	393.9		$	1,097.4		$	1,491.3

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

~~Changes in goodwill from January 1, 2022 through June 30, 2022 were as follows:~~

Power
Transmission
Technologies

Automation
& Specialty

Total

Goodwill

$
442.8

$
1,352.1

$
1,794.9

Accumulated impairment loss

(31.8
)

(199.1
)

(230.9
)
Balance January 1, 2022

$
411.0

$
1,153.0

$
1,564.0

Measurement period adjustments related to the Nook acquisition

—

(0.6
)

(0.6
)
Impact of changes in foreign currency

(9.7
)

(32.8
)

(42.5
)
Goodwill balance June 30, 2022

$
401.3

$
1,119.6

$
1,520.9

Other intangible assets as of ~~June~~September 30, 2022 and December 31, 2021 consisted of the following:


	June 30, 2022						December 31, 2021							September 30, 2022						December 31, 2021
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net			Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Other intangible assets
Intangible assets not subject to amortization:
Tradenames and trademarks (1)	$	203.9	$	0.1	$	203.8	$	212.2	$	—	$	212.2		$	198.2	$	0.2	$	198.0	$	212.2	$	—	$	212.2
Intangible assets subject to amortization:
Customer relationships		928.7		219.3		709.4		960.2		206.4		753.8			907.1		223.3		683.8		960.2		206.4		753.8
Product technology and patents		141.5		56.7		84.8		141.4		50.2		91.2			141.4		60.0		81.4		141.4		50.2		91.2
Total intangible assets	$	1,274.1	$	276.1	$	998.0	$	1,313.8	$	256.6	$	1,057.2		$	1,246.7	$	283.5	$	963.2	$	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 approximately $1.0 million as of June 30, 2022.
(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 approximately $0.9 million as of September 30, 2022.													(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 approximately $0.9 million as of September 30, 2022.

The Company recorded $~~13.8~~13.6 million and $~~17.7~~17.6 million of amortization expense in the quarters ended ~~June~~September 30, 2022 and 2021, respectively; and recorded $~~27.8~~41.4 million and $~~35.3~~52.9 million of amortization expense in the year to date periods ended ~~June~~September 30, 2022 and 2021, respectively.

The estimated amortization expense for intangible assets is approximately $~~27.7~~13.1 million for the remainder of 2022, $~~54.4~~52.3 million in 2023, $~~53.9~~51.9 million in 2024, $~~53.4~~51.7 million in 2025, $~~52.5~~50.8 million in 2026 and $~~553.3~~546.3 million thereafter.

12. Debt

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


	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
Debt:
Term loan	$	395.0		$	400.0		$	392.5		$	400.0
Revolver		285.0			605.0			275.0			605.0
Notes		400.0			400.0			383.7			400.0
Mortgages and other		7.7			9.2			6.8			9.2
Finance leases		0.0			0.1			0.1			0.1
Total gross debt		1,087.7			1,414.3			1,058.1			1,414.3
Less: debt discount and deferred financing costs		(2.0	)		(2.2	)		(1.9	)		(2.2	)
Total debt, net of debt discount and deferred financing costs		1,085.7			1,412.1			1,056.2			1,412.1
Less: current portion of long-term debt		(15.6	)		(11.1	)		(18.0	)		(11.1	)
Total long-term debt	$	1,070.1		$	1,401.0		$	1,038.2		$	1,401.0

2021 Credit Agreement

On November 17, 2021, the Company entered into a new Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a five-year term loan in an aggregate principal amount of $400.0 million (the “Term Loan Facility”) and a five-year revolving credit facility in an aggregate committed principal amount of $1.0 billion (the “Revolving Credit Facility” and together with the Term Loan Facility, the “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 Credit Facilities were used to repay in full and extinguish all outstanding indebtedness for borrowed money under the 2018 Credit Agreement. The remaining availability under the Revolving Credit Facility will be used for working capital and general corporate purposes.

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 stated maturity date of the Credit Facilities is 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 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 ~~2.810~~3.899% at ~~June~~September 30, 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, 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 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 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

1517

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

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 $3.7 million in issuance costs, which is being amortized over the term of the debt as an adjustment to the effective interest rate on the outstanding borrowings.

As of ~~June~~September 30, 2022, the Company had $~~680.0~~667.5 million outstanding on the Credit Agreement. As of ~~June~~September 30, 2022 and December 31, 2021, the Company had $4.1 million and $4.8 million in letters of credit outstanding, respectively. The Company had $~~710.9~~720.9 million available to borrow under the Credit Facilities at ~~June~~September 30, 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.

During the quarter ended September 30, 2022, the Company repurchased in the open market approximately $16.3 million aggregate principal amount of its Notes and paid approximately $16.4 million, including an early termination premium of approximately $0.1 million, which was recorded within Other non-operating (income) and expense in the Consolidated Statement of Operations.

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.

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 $~~0.0~~0.1 million and $0.1 million at ~~June~~September 30, 2022 and December 31, 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.

13. Stockholders’ Equity

Common Stock

Effective October 1, 2018, the Company amended its Articles of Incorporation to increase the number of authorized shares of the ~~Company's~~Company’s common stock from 90.0 million shares to 120.0 million shares. As of ~~June~~September 30, 2022 and December 31, 2021, there were ~~65,066,459~~65,169,164 and 64,923,539 shares of common stock issued and outstanding, respectively.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

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

~~ALTRA INDUSTRIAL MOTION CORP.~~

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

~~Amounts in millions, unless otherwise noted~~

restrictions as determined by the Company’s Board of Directors. There was 0no Preferred Stock issued or outstanding at ~~June~~September 30, 2022 or December 31, 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 ~~3.7~~3.8 million as of ~~June~~September 30, 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 ~~June~~September 30, 2022 and 2021 was $~~4.3~~3.9 million and $~~4.0~~3.5 million, respectively. Compensation expense recorded (in selling, general and administrative expense) during the year to date periods ended ~~June~~September 30, 2022 and 2021 was $~~8.2~~12.1 million and $~~7.5~~11.0 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 $~~27.4~~23.2 million as of ~~June~~September 30, 2022, and will be recognized over a weighted average remaining period of three years. subject to the closing of the Merger with Regal Rexnord. Refer to Footnote 18 for further information on the Merger.

Stock Options

The following table summarizes the stock option activity under the Company’s plan for the year to date period ended ~~June~~September 30, 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 June 30, 2022

8.1

676.2

$
40.77

$
0.9

Exercisable at June 30, 2022

7.3

241.3

$
35.87

$
0.6

Unvested and expected to vest at June 30, 2022

8.5

412.0

$
43.34

$
0.4


	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 September 30, 2022		7.8		676.2	$	40.77	$	0.5
Exercisable at September 30, 2022		7.3		415.0	$	37.53	$	0.5
Unvested and expected to vest at September 30, 2022		8.6		242.2	$	45.86	$	0.1

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

Restricted Stock Units

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

Shares
(In thousands)

Weighted-
average
grant date fair
value

Aggregate
Intrinsic
Value
(In
millions)

Unvested at January 1, 2022

420.5

$
42.21

Granted

190.0

44.53

Vested

(91.1
)

38.72

Canceled/Forfeited

(2.6
)

44.80

Unvested at June 30, 2022

516.8

$
43.66

$
18.2

~~ALTRA INDUSTRIAL MOTION CORP.~~

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

~~Amounts in millions, unless otherwise noted~~


	Shares (In thousands)			Weighted- average grant date fair value		Aggregate Intrinsic Value (In millions)
Unvested at January 1, 2022		420.5		$	42.21
Granted		229.9			44.38
Vested		(211.9	)		40.33
Canceled/Forfeited		(55.9	)		45.92
Unvested at September 30, 2022		382.6		$	44.11	$	12.9

Performance Share Awards

The following table summarizes the Performance Share Award activity under the Company’s plan for the year to date period ended ~~June~~September 30, 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, 2022		286.5		$	40.23				286.5		$	40.23
Granted		82.1			45.45				82.7			45.45
Vested		(125.9	)		32.02				(125.9	)		32.02
Unvested at June 30, 2022		242.7		$	46.64	$	8.6
Unvested at September 30, 2022									243.3		$	46.64	$	8.2

See Note 12, Stockholders’ Equity, to the audited consolidated financial statements of the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for further information regarding stock-based compensation.

Share Repurchase Program

On April 26, 2022, our Board of Directors approved a share repurchase program authorizing the buyback of up to $300 million of the ~~Company's~~Company’s common stock through December 31, 2024. There was 0no share repurchase activity during the quarter ended ~~June~~September 30, 2022.

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 0not incur any costs as a result of the 2017 Altra Plan during the quarter and year to date period ended ~~June~~September 30, 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 $5 ~~- $~~7 ~~million in restructuring expenses under the 2019 Altra Plan over the next~~ ~~two years, primarily related to headcount reductions and plant consolidations. During the quarter and year to date period ended June 30, 2022, the Company incurred expenses of $0.5~~ ~~million and $0.9~~ ~~million, respectively, comprised mainly of severance costs.~~

~~The following is a reconciliation of the accrued restructuring costs between January 1, 2022 and June 30, 2022:~~

2017 Altra
Plan

2019 Altra
Plan

Total All
Plans

Balance at January 1, 2022

$
—

$
0.5

$
0.5

Restructuring expense incurred

—

0.4

0.4

Cash payments

—

(0.3
)

(0.3
)
Balance at March 31, 2022

$
—

$
0.6

$
0.6

Restructuring expense incurred

—

0.5

0.5

Cash payments

—

(0.5
)

(0.5
)
Balance at June 30, 2022

—

0.6

0.6

1820

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

During 2019, the Company commenced a restructuring plan (“2019 Altra Plan”) to drive efficiencies, reduce the number of facilities and optimize its operating margin. Subject to the closing of the Merger with Regal Rexnord, the Company expects to incur an additional $1.0 - $2.0 million in restructuring expenses under the 2019 Altra Plan over the next two years, primarily related to headcount reductions and plant consolidations. Refer to Footnote 18 for further information on the Merger. During the quarter and year to date period ended September 30, 2022, the Company incurred expenses of $3.9 million and $4.8 million, respectively, comprised mainly of severance costs.

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


	2017 Altra Plan		2019 Altra Plan			Total All Plans
Balance at January 1, 2022	$	—	$	0.5		$	0.5
Restructuring expense incurred		—		0.4			0.4
Cash payments		—		(0.3	)		(0.3	)
Balance at March 31, 2022	$	—	$	0.6		$	0.6
Restructuring expense incurred		—		0.5			0.5
Cash payments		—		(0.5	)		(0.5	)
Balance at June 30, 2022		—		0.6			0.6
Restructuring expense incurred		—		3.9			3.9
Cash payments		—		(0.5	)		(0.5	)
Balance at September 30, 2022	$	—	$	4.0		$	4.0

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


	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		$	0.5		$	1.8		$	2.3
Restructuring expense incurred		—			0.9			0.9			—			0.9			0.9
Cash payments		(0.1	)		(1.4	)		(1.5	)		(0.1	)		(1.4	)		(1.5	)
Balance at March 31, 2021	$	0.4		$	1.3		$	1.7		$	0.4		$	1.3		$	1.7
Restructuring expense incurred		—			0.8			0.8			—			0.8			0.8
Cash payments		(0.1	)		(1.3	)		(1.4	)		(0.1	)		(1.3	)		(1.4	)
Balance at June 30, 2021		0.3			0.8			1.1			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

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


	2017 Altra Plan		2019 Altra Plan		Total All Plans		2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	—	$	0.1	$	0.1	$	—	$	3.9	$	3.9
Automation & Specialty		—		0.4		0.4		—		—		—
Total restructuring expense	$	—	$	0.5	$	0.5	$	—	$	3.9	$	3.9

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


	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	$	—	$	0.4	$	0.4
Automation & Specialty		—		0.4		0.4		—		0.3		0.3
Total restructuring expense	$	—	$	0.8	$	0.8	$	—	$	0.7	$	0.7

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 ~~June~~September 30, 2022:


	2017 Altra Plan		2019 Altra Plan		Total All Plans		2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	—	$	0.1	$	0.1	$	—	$	4.1	$	4.1
Automation & Specialty		—		0.8		0.8		—		0.7		0.7
Total restructuring expense	$	—	$	0.9	$	0.9	$	—	$	4.8	$	4.8

The following is a reconciliation of restructuring expense by segment for the year to date period ended ~~June~~September 30, 2021:


	2017 Altra Plan		2019 Altra Plan		Total All Plans		2017 Altra Plan		2019 Altra Plan		Total All Plans
Power Transmission Technologies	$	—	$	1.0	$	1.0	$	—	$	1.4	$	1.4
Automation & Specialty		—		0.7		0.7		—		1.0		1.0
Total restructuring expense	$	—	$	1.7	$	1.7	$	—	$	2.4	$	2.4

The total accrued restructuring reserve as of ~~June~~September 30, 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~~

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 2two 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 included the following key product offerings as of ~~June~~September 30, 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 included the following key brands as of ~~June~~September 30, 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.

~~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						Year to Date Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Net Sales:
Power Transmission Technologies	$	252.5		$	237.6		$	506.2		$	458.6		$	239.3		$	232.5		$	745.5		$	691.1
Automation & Specialty		247.3			252.0			506.5			504.1			228.6			237.8			735.1			741.9
Inter-segment eliminations		(1.7	)		(1.0	)		(2.9	)		(2.0	)		(1.6	)		(1.0	)		(4.5	)		(3.0	)
Net sales	$	498.1		$	488.6		$	1,009.8		$	960.7		$	466.3		$	469.3		$	1,476.1		$	1,430.0
Income from operations:
Segment earnings:
Power Transmission Technologies	$	37.5		$	33.6		$	69.8		$	61.4
Power Transmission Technologies (1)													$	34.3		$	36.5		$	104.1		$	97.9
Automation & Specialty ~~(1)~~(2)		32.1			37.4			67.7			78.8			33.5			30.6			101.2			109.4
Corporate expenses ~~(2)~~(3)		(5.4	)		(4.7	)		(5.3	)		(7.9	)		(5.4	)		(4.6	)		(10.7	)		(12.5	)
Restructuring costs		(0.5	)		(0.8	)		(0.9	)		(1.7	)		(3.9	)		(0.7	)		(4.8	)		(2.4	)
Income from operations	$	63.7		$	65.5		$	131.3		$	130.6		$	58.5		$	61.8		$	189.8		$	192.4
Other non-operating expense:
Net interest expense		11.8			16.5			23.1			33.4			13.7			16.1			36.8			49.5
Other non-operating income, net		(1.9	)		(1.7	)		(2.0	)		(3.2	)
Other non-operating (income) expense, net														(0.7	)		0.1			(2.7	)		(3.1	)
Total non-operating expense	$	9.9		$	14.8		$	21.1		$	30.2		$	13.0		$	16.2		$	34.1		$	46.4
Income before income taxes		53.8			50.7			110.2			100.4			45.5			45.6			155.7			146.0
Provision for income taxes		27.5			9.9			39.1			20.4			11.9			10.2			51.0			30.6
Net income	$	26.3		$	40.8		$	71.1		$	80.0		$	33.6		$	35.4		$	104.7		$	115.4

(1)

The Company recorded a non-cash impairment ~~charges~~charge of $~~2.2~~3.0 million related to a building expected to be sold upon the closing of its facility in Dessau, Germany during the quarter ended September 30, 2022. The asset held for sale is part of “Prepaid expenses and Other current assets” in the consolidated balance sheet.

(2)

The Company recorded a non-cash impairment charge of $8.3 million at the JVS reporting unit during the ~~quarter and~~ year to date ~~periods~~period ended ~~June~~September 30, 2022 ~~respectively,~~ related to the held for sale classification.

~~(2)~~(3)

Certain expenses are maintained at the corporate level and are not allocated to the segments. These include various administrative expenses related to the corporate headquarters, depreciation on capitalized software costs, non-capitalizable software implementation costs and acquisition related expenses.

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

Quarter Ended

Year to Date Ended

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

Depreciation and amortization:

Power Transmission Technologies

$
7.1

$
8.0

$
14.5

$
16.0

Automation & Specialty

16.0

22.3

32.2

44.3

Corporate

0.6

0.7

1.2

1.4

Total depreciation and amortization

$
23.7

$
31.0

$
47.9

$
61.7

June 30, 2022

June 30, 2021

Total assets:

Power Transmission Technologies

$
1,065.6

$
1,070.5

Automation & Specialty

2,522.2

2,981.2

Corporate (3)

106.4

160.2

Total assets

$
3,694.2

$
4,211.9

~~(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.~~

2123

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, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Depreciation and amortization:
Power Transmission Technologies	$	6.8	$	7.8	$	21.3	$	23.8
Automation & Specialty		15.7		22.2		47.9		66.5
Corporate		0.6		0.6		1.8		2.0
Total depreciation and amortization	$	23.1	$	30.6	$	71.0	$	92.3


	September 30, 2022		September 30, 2021
Total assets:
Power Transmission Technologies	$	1,039.2	$	1,064.3
Automation & Specialty		2,462.7		2,962.8
Corporate (4)		116.0		134.1
Total assets	$	3,617.9	$	4,161.2

(4)

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

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


	Net Sales								Net Sales
	Quarter Ended				Year to Date Ended				Quarter Ended				Year to Date Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
North America (primarily U.S.)	$	280.8	$	255.5	$	572.1	$	502.5	$	277.7	$	256.1	$	849.8	$	758.6
Europe excluding Germany		93.2		90.3		186.6		175.2		75.4		83.9		262.0		259.1
Germany		55.1		50.5		111.5		101.5		51.0		50.0		162.5		151.5
China		39.3		64.0		81.2		128.1		33.0		48.8		114.2		176.9
Asia and other excluding China		29.7		28.3		58.4		53.4		29.2		30.5		87.6		83.9
Total	$	498.1	$	488.6	$	1,009.8	$	960.7	$	466.3	$	469.3	$	1,476.1	$	1,430.0

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.

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 6 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 ~~June~~September 30, 2022 and ~~June~~September 30, 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 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. In November 2021, the Company 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 was immediately reclassified to “Interest expense, net” in the accompanying condensed consolidated statements of operations. The Company reclassified $~~2.3~~2.2 million, net of $0.7 million of tax benefit, and $~~4.7~~6.9 million, net of $~~1.4~~2.1 million of tax benefit, of non-cash interest expense from AOCIL to earnings for the quarter and year to date periods ended ~~June~~September 30, ~~2021.~~2021, respectively.

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

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

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 0no material amounts accrued in the accompanying unaudited condensed consolidated balance sheets for potential litigation as of ~~June~~September 30, 2022 or December 31, 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.

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.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in millions, unless otherwise noted

18. Subsequent Events

On ~~July 25,~~October 26, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Regal Rexnord Corporation, a Wisconsin corporation (“Parent”), and Aspen Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, and upon the terms and subject to the conditions described therein, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Under the Merger Agreement, at the closing of the Merger, each issued and outstanding share of our common stock (other than (i) shares owned by the Company, any subsidiary of the Company, Parent, Merger Sub or any other subsidiary of Parent, (ii) shares owned by stockholders of the Company who have validly exercised their statutory rights of appraisal under the DGCL and (iii) Company Restricted Shares (as defined in the Merger Agreement) will be converted into the right to receive $62.00 in cash, without interest and subject to any required withholding of taxes. The Board of Directors of the Company has unanimously approved the Merger Agreement and has recommended that the stockholders of the Company adopt the Merger Agreement. The consummation of the Merger is subject to customary closing conditions and is expected to close in the first half of 2023. If the Merger Agreement is terminated under specified circumstances, we will be required to pay Parent a termination fee of $100 million. The Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified antitrust related circumstances, Parent will be required to pay us a “reverse termination fee” of $200 million.

On November 1, 2022, the Company declared a dividend of $0.09 per share for the quarter ended ~~September 30,~~December 31, 2022, payable on ~~October 4, 2022~~January 3, 2023 to stockholders of record as of ~~September~~December 16, 2022.

2427

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 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 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 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 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 proposed merger with Regal Rexnord Corporation (the “Merger”), the Nook acquisition and the combination (the “Fortive Transaction”) of the Company with four operating companies from Fortive Corporation’s (“Fortive”) Automation & Specialty platform (excluding Fortive’s Hengstler and Dynapar businesses);

•

risks related to the Merger diverting management’s attention from the Company’s ongoing business operations;

•

the effect of the announcement or pendency of the Merger on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business,its ability to respond effectively to competitive pressures, industry developments and future business opportunities, or its operating results and business generally;

•

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.~~10-K and this Quarterly Report on Form 10-Q.

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, 2021, FILED WITH THE SEC ON FEBRUARY 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, 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, 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. Throughout the following discussion, any statements relating to the expectations of the Company regarding future payments or expenses are presented without giving effect to a potential closing of the Merger. Refer to Note 18 for further information on the Merger.

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"~~(“Nook”), a leader in the U.S. engineered linear motion industry. The acquisition expands the ~~Company's~~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 paid 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~~The Merger

~~Our future financial performance depends, in large part, on~~On October 26, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Regal Rexnord Corporation, a Wisconsin corporation (“Parent”), and Aspen Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, and upon the terms and subject to the conditions described therein, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Under the Merger Agreement, at the closing of the Merger, each issued and outstanding share of our common stock (other than (i) shares owned by the Company, any subsidiary of the Company, Parent, Merger Sub or any other subsidiary of Parent, (ii) shares owned by stockholders of the Company who have validly exercised their statutory rights of appraisal under the DGCL and (iii) Company Restricted Shares (as defined in the ~~markets~~Merger Agreement) will be converted into the right to receive $62.00 in cash, without interest and subject to any required withholding of taxes. The Board of Directors of the Company has unanimously approved the Merger Agreement and has recommended that ~~we serve~~the stockholders of the Company adopt the Merger Agreement. The consummation of the Merger is subject to customary closing conditions and ~~on conditions~~is expected to close in the ~~U.S., European, and global economies~~first half of 2023. If the Merger Agreement is terminated under specified circumstances, we will be required to pay Parent a termination fee of $100 million. The Merger Agreement also provides that, in general. In the quarter ended June 30, 2022, our team took actions to mitigate near-term supply chain, labor, and inflation headwinds. We delivered strong results highlighted by sales growth and a record-level backlog supported by strong incoming order rates.

~~During the quarter, our pricing and surcharge initiatives substantially offset the effects of rising inflation, helping us to maintain our margins. We also made progress~~connection with the ~~integration~~termination of ~~our Nook acquisition and we are on track to achieve targeted synergies. As previously announced, we closed on~~ the ~~JVS divestiture on April 8, 2022 and used proceeds from the sale~~Merger Agreement under specified antitrust related circumstances, Parent will be required to pay ~~down debt and further reduce our leverage. We expect our efforts to lower our leverage to continue throughout the remainder~~us a “reverse termination fee” of ~~the year.~~

Although certain economic signals suggest increased uncertainty, we believe the underlying health of our business and our industry remains strong. We continue to experience demand and capital expenditure investment across many of our end markets. Looking ahead to balance of 2022, we will remain focused on leveraging the Altra Business System to drive organic growth initiatives, to manage our portfolio through disciplined mergers and acquisitions, to continue to integrate the Nook business, and to execute on our strategy to position Altra as a premier industrial company.$200 million.

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, 2021. There have been no changes in the identification or application of the Company’s critical accounting policies during the quarter ended ~~June~~September 30, 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

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

Net sales

$
498.1

$
488.6

$
1,009.8

$
960.7

Cost of sales

324.9

312.7

656.3

613.1

Gross profit

173.2

175.9

353.5

347.6

Gross profit percentage

34.8
%

36.0
%

35.0
%

36.2
%
Selling, general and administrative expenses

90.8

93.5

179.4

183.3

Impairment charges

2.2

—

8.3

—

Research and development expenses

16.0

16.1

33.6

32.0

Restructuring costs

0.5

0.8

0.9

1.7

Income from operations

63.7

65.5

131.3

130.6

Interest expense, net

11.8

16.5

23.1

33.4

Other non-operating income, net

(1.9
)

(1.7
)

(2.0
)

(3.2
)
Income before income taxes

53.8

50.7

110.2

100.4

Provision for income taxes

27.5

9.9

39.1

20.4

Net income

$
26.3

$
40.8

$
71.1

$
80.0


	Quarter Ended						Year to Date Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Net sales	$	466.3		$	469.3		$	1,476.1		$	1,430.0
Cost of sales		297.6			299.4			953.9			912.5
Gross profit		168.7			169.9			522.2			517.5
Gross profit percentage		36.2	%		36.2	%		35.4	%		36.2	%
Selling, general and administrative expenses		88.3			91.9			267.7			275.2
Impairment charges		3.0			—			11.3			—
Research and development expenses		15.0			15.5			48.6			47.5
Restructuring costs		3.9			0.7			4.8			2.4
Income from operations		58.5			61.8			189.8			192.4
Interest expense, net		13.7			16.1			36.8			49.5
Other non-operating (income) expense, net		(0.7	)		0.1			(2.7	)		(3.1	)
Income before income taxes		45.5			45.6			155.7			146.0
Provision for income taxes		11.9			10.2			51.0			30.6
Net income	$	33.6		$	35.4		$	104.7		$	115.4

Quarter Ended ~~June~~September 30, 2022 compared with Quarter Ended ~~June~~September 30, 2021

(Amounts in millions, unless otherwise noted)


Amounts in millions, except percentage data	Quarter Ended									Quarter Ended
	June 30, 2022		June 30, 2021		Change		%			September 30, 2022		September 30, 2021		Change			%
Net sales	$	498.1	$	488.6	$	9.5		1.9	%	$	466.3	$	469.3	$	(3.0	)		(0.6	)%

Net Sales The ~~increase~~decrease in net sales during the quarter ended ~~June~~September 30, 2022 when compared to the quarter ended ~~June~~September 30, 2021 was primarily due to the divestiture of the JVS business and changes in foreign exchange, which had unfavorable impacts on net sales of $41.3 million and $23.5 million, respectively. These unfavorable impacts were partially offset by strength across most end markets, especially the turf and garden, aerospace and defense, and factory automation end ~~market as well as~~markets, surcharge revenue, the addition of approximately ~~$12.6~~$11.9 million of sales from ~~Nook. Price~~Nook, and price, which had a favorable impact on net sales of ~~$17.0~~$22.0 million for the quarter ended June 30, 2022. The increase in net sales was partially offset by the divestiture of the JVS business, which was an unfavorable change of $45.2 million along with changes in foreign exchange, which had an unfavorable impact on net sales of $18.0 million for the quarter ended JuneSeptember 30, 2022.


Amounts in millions, except percentage data	Quarter Ended												Quarter Ended
	June 30, 2022			June 30, 2021			Change			%			September 30, 2022			September 30, 2021			Change			%
Gross profit	$	173.2		$	175.9		$	(2.7	)		(1.5	)%	$	168.7		$	169.9		$	(1.2	)		(0.7	)%
Gross profit as a percent of sales		34.8	%		36.0	%								36.2	%		36.2	%

Gross Profit ~~The decrease~~There was no change in gross profit as a percent of sales during the quarter ended ~~June~~September 30, 2022 when compared to the quarter ended ~~June~~September 30, ~~2021 was primarily due to increasing~~2021. Increased costs associated with logistics, supply chain and labor as well as the impact from surcharge revenue used to recover these costs with no associated ~~margin.~~margin were primarily offset by price increases, which had a favorable impact of $22.0 million for the quarter ended September 30, 2022. Changes in foreign exchange had ana net unfavorable impact of ~~$7.4~~$9.4 million. ~~Price had a favorable impact of $17.0 million for the quarter ended June 30, 2022.~~


Amounts in millions, except percentage data	Quarter Ended												Quarter Ended
	June 30, 2022			June 30, 2021			Change			%			September 30, 2022			September 30, 2021			Change			%
Selling, general and administrative expense (“SG&A”)	$	90.8		$	93.5		$	(2.7	)		(2.9	)%	$	88.3		$	91.9		$	(3.6	)		(3.9	)%
SG&A as a percent of sales		18.2	%		19.1	%								18.9	%		19.6	%

Selling, general and administrative expenses The decrease in SG&A during the quarter ended ~~June~~September 30, 2022 when compared to the quarter ended ~~June~~September 30, 2021 was primarily driven by the JVS divestiture. Refer to Note 4 for further information on the sale of the JVS business. Changes in foreign exchange had an unfavorable impact on SG&A of approximately ~~$3.5~~$4.6 million. ~~This~~The decrease in SG&A was partially offset ~~due to~~by the inclusion of the SG&A expenses from Nook of $2.3 million.


Amounts in millions, except percentage data	Quarter Ended										Quarter Ended
	June 30, 2022		June 30, 2021		Change			%			September 30, 2022		September 30, 2021		Change			%
Research and development expenses (“R&D”)	$	16.0	$	16.1	$	(0.1	)		(0.6	)%	$	15.0	$	15.5	$	(0.5	)		(3.2	)%

Research and development expense The decrease in research and development expenses for the quarter ended ~~June~~September 30, 2022 when compared to the quarter ended ~~June~~September 30, 2021 was primarily driven by the JVS divestiture. Refer to Note 4 for further information on the sale of the JVS business. Foreign exchange had an unfavorable impact on R&D of ~~$1.0~~$1.1 million. ~~This~~The decrease in R&D expenses was partially offset due to the inclusion of the R&D expenses from Nook of approximately $0.3 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

June 30, 2022

June 30, 2021

Change

%

Restructuring costs

$
0.5

$
0.8

$
(0.3
)

(37.5
)%


Amounts in millions, except percentage data	Quarter Ended
	September 30, 2022		September 30, 2021		Change		%
Restructuring costs	$	3.9	$	0.7	$	3.2		457.1	%

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

During 2019, we commenced a restructuring plan (“2019 Altra Plan”) to drive efficiencies, reduce the number of facilities and optimize our operating margin. We expect to incur an additional $5$1.0 - $7$2.0 million in restructuring expenses under the 2019 Altra Plan over the next two years, primarily related to headcount reductions and plant consolidations. During the quarter ended ~~June~~September 30, 2022, we incurred expenses of ~~$0.5~~$3.9 million comprised mainly of severance ~~costs.~~costs primarily related to the facility closure in Germany. We achieved savings of $0.6 million during the quarter ended ~~June~~September 30, 2022 under the 2019 Altra Plan and estimate additional future savings to be approximately $5$5.0 - $7$7.0 million over the next two years. The cost savings for the quarter ended ~~June~~September 30, 2022 were recognized as reductions in SG&A and Cost of Sales of approximately $0.4 million and $0.2 million, respectively.


Amounts in millions, except percentage data	Quarter Ended										Quarter Ended
	June 30, 2022		June 30, 2021		Change			%			September 30, 2022		September 30, 2021		Change			%
Interest expense, net	$	11.8	$	16.5	$	(4.7	)		(28.5	)%	$	13.7	$	16.1	$	(2.4	)		(14.9	)%

Interest expense, net The decrease in interest expense during the quarter ended ~~June~~September 30, 2022 when compared to the quarter ended ~~June~~September 30, 2021 was primarily due to debt paydowns and the impact of our November 2021 ~~refinancing.~~refinancing, partially offset by higher interest rates. In addition, interest expense decreased during the quarter ended ~~June~~September 30, 2022 when compared to the quarter ended ~~June~~September 30, 2021 because we recorded ~~$3.0~~$2.9 million of non-cash interest expense related to the termination of the interest rate swap during the quarter ended ~~June~~September 30, 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 ~~June~~September 30, 2022. We expect ~~our~~ interest expense into increase through the remainder of 2022 due to ~~continue to decrease as~~a higher interest rate environment partially offset by additional principal payments on our ~~debt are made.~~debt.


Amounts in millions, except percentage data	Quarter Ended											Quarter Ended
	June 30, 2022			June 30, 2021			Change		%			September 30, 2022			September 30, 2021			Change		%
Provision for income taxes	$	27.5		$	9.9		$	17.6		177.8	%	$	11.9		$	10.2		$	1.7		16.7	%
Provision for income taxes as a percent of income before income taxes		51.1	%		19.5	%							26.2	%		22.4	%

Provision for Income Taxes The provision for income tax as a percent of income before income taxes increased for the quarter ended ~~June~~September 30, 2022 when compared to the quarter ended ~~June~~September 30, 2021 . The increase inis primarily the 2022 provision for income tax as a percent of income before income taxes is mainly due to an expense of $14.3 million related to the JVS divestiture recorded during the quarter ended June 30, 2022, and the impactresult of a ~~higher annual effective~~change in tax ~~rate~~law that requires the capitalization of research and experimental costs under IRC §174, which increased the Company’s global intangible low taxed income (“GILTI”) inclusion by $2.8 million, and a $1.2 million withholding tax on dividends from our subsidiary in ~~2022 compared to 2021.~~China.

Year to Date Ended ~~June~~September 30, 2022 compared with Year to Date Ended ~~June~~September 30, 2021

(Amounts in millions, unless otherwise noted)


Amounts in millions, except percentage data	Year to Date Ended									Year to Date Ended
	June 30, 2022		June 30, 2021		Change		%			September 30, 2022		September 30, 2021		Change		%
Net sales	$	1,009.8	$	960.7	$	49.1		5.1	%	$	1,476.1	$	1,430.0	$	46.1		3.2	%

Net Sales The increase in net sales during the year to date period ended ~~June~~September 30, 2022 when compared to the year to date period ended ~~June~~September 30, 2021 was primarily due to strength across most end markets, especially the turf and garden and factory automation end markets, ~~as well as~~surcharge revenue, the addition of approximately ~~$23.6~~$35.5 million of sales from ~~Nook. Price~~Nook, and price, which had a favorable impact on net sales of ~~$34.7 million for the year to date period ended June 30, 2022.~~$56.7 million. The increase in net sales was partially offset by the

divestiture of the JVS business, which ~~was~~had an unfavorable ~~change~~impact of ~~$61.8~~$103.2 million, along with changes in foreign exchange, which had an unfavorable impact on net sales of ~~$26.7~~$50.2 million for the year to date period ended ~~June~~September 30, 2022.


Amounts in millions, except percentage data	Year to Date Ended											Year to Date Ended
	June 30, 2022			June 30, 2021			Change		%			September 30, 2022			September 30, 2021			Change		%
Gross profit	$	353.5		$	347.6		$	5.9		1.7	%	$	522.2		$	517.5		$	4.7		0.9	%
Gross profit as a percent of sales		35.0	%		36.2	%							35.4	%		36.2	%

Gross Profit The decrease in gross profit as a percent of sales during the year to date period ended ~~June~~September 30, 2022 when compared to the year to date period ended ~~June~~September 30, 2021 was primarily due to increasing costs associated with logistics, supply chain and labor as well as the impact from surcharge revenue used to recover these costs with no associated margin. Changes in foreign exchange had an unfavorable impact of ~~$10.6~~$20.0 million. Price had a favorable impact of ~~$34.7~~$56.7 million for the year to date period ended ~~June~~September 30, 2022.


Amounts in millions, except percentage data	Year to Date Ended												Year to Date Ended
	June 30, 2022			June 30, 2021			Change			%			September 30, 2022			September 30, 2021			Change			%
Selling, general and administrative expense (“SG&A”)	$	179.4		$	183.3		$	(3.9	)		(2.1	)%	$	267.7		$	275.2		$	(7.5	)		(2.7	)%
SG&A as a percent of sales		17.8	%		19.1	%								18.1	%		19.2	%

Selling, general and administrative expenses The decrease in SG&A during the year to date period ended ~~June~~September 30, 2022 when compared to the year to date period ended ~~June~~September 30, 2021 was primarily driven by the JVS divestiture. Refer to Note 4 for further information on the sale of the JVS business. Changes in foreign exchange had an unfavorable impact on SG&A of ~~$5.6~~$10.2 million. ~~This~~The decrease in SG&A was partially offset ~~due to~~by the inclusion of the SG&A expenses from Nook of ~~$5.1~~$7.4 million.


Amounts in millions, except percentage data	Year to Date Ended									Year to Date Ended
	June 30, 2022		June 30, 2021		Change		%			September 30, 2022		September 30, 2021		Change		%
Research and development expenses (“R&D”)	$	33.6	$	32.0	$	1.6		5.0	%	$	48.6	$	47.5	$	1.1		2.3	%

Research and development expense The increase in research and development expenses for the year to date period ended ~~June~~September 30, 2022 when compared to the year to date period ended ~~June~~September 30, 2021 was primarily due to expenses returning that were deferred such as backfilling open positions, and the inclusion of R&D expenses from Nook of approximately ~~$0.6~~$0.8 million. Foreign exchange had an unfavorable impact on R&D of ~~$1.2~~$2.6 million. The increase in R&D expenses was partially offset by the JVS

divestiture. Refer to Note 4 for further information on the sale of the JVS business. We expect R&D costs to be approximately 2.5% - 3.5% of sales in future periods.


Amounts in millions, except percentage data	Year to Date Ended										Year to Date Ended
	June 30, 2022		June 30, 2021		Change			%			September 30, 2022		September 30, 2021		Change		%
Restructuring costs	$	0.9	$	1.7	$	(0.8	)		(47.1	)%	$	4.8	$	2.4	$	2.4		100.0	%

During 2019, we commenced a restructuring plan (“2019 Altra Plan”) to drive efficiencies, reduce the number of facilities and optimize our operating margin. We expect to incur an additional $5$1.0 - $7$2.0 million in restructuring expenses under the 2019 Altra Plan over the next two years, primarily related to headcount reductions and plant consolidations. During the year to date period ended ~~June~~September 30, 2022, we incurred expenses of ~~$0.9~~$4.8 million comprised mainly of severance ~~costs.~~costs primarily related to the facility closure in Germany. We achieved savings of ~~$1.2~~$1.8 million during the year to date period ~~period~~ ended ~~June~~September 30, 2022 under the 2019 Altra Plan and estimate additional future savings to be

approximately $5$5.0 - $7$7.0 million over the next two years. The cost savings for the year to date period ended ~~June~~September 30, 2022 were recognized as reductions in SG&A and Cost of Sales of approximately ~~$0.8~~$1.2 million and ~~$0.4~~$0.6 million, respectively.


Amounts in millions, except percentage data	Year to Date Ended										Year to Date Ended
	June 30, 2022		June 30, 2021		Change			%			September 30, 2022		September 30, 2021		Change			%
Interest expense, net	$	23.1	$	33.4	$	(10.3	)		(30.8	)%	$	36.8	$	49.5	$	(12.7	)		(25.7	)%

Interest expense, net The decrease in interest expense during the year to date period ended ~~June~~September 30, 2022 when compared to the year to date period ended ~~June~~September 30, 2021 was primarily due debt to paydowns as well as the impact from our November 2021 ~~refinancing.~~refinancing, partially offset by higher interest rates. In addition, interest expense decreased during the year to date period ended ~~June~~September 30, 2022 when compared to the year to date period ended ~~June~~September 30, 2021 because we recorded ~~$6.1~~$9.0 million of non-cash interest expense related to the termination of the interest rate swap during the year to date period ended ~~June~~September 30, 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 year to date period ended ~~June~~September 30, 2022. We expect ~~our~~ interest expense into increase through the remainder of 2022 due to ~~continue to decrease as~~a higher interest rate environment partially offset by additional principal payments on our ~~debt are made.~~debt.


Amounts in millions, except percentage data	Year to Date Ended											Year to Date Ended
	June 30, 2022			June 30, 2021			Change		%			September 30, 2022			September 30, 2021			Change		%
Provision for income taxes	$	39.1		$	20.4		$	18.7		91.7	%	$	51.0		$	30.6		$	20.4		66.7	%
Provision for income taxes as a percent of income before income taxes		35.5	%		20.3	%							32.8	%		21.0	%

Provision for Income Taxes The provision for income tax as a percent of income before income taxes increased for the year to date period ended ~~June~~September 30, 2022 when compared to the year to date period ended ~~June~~September 30, 2021 . The increase in the 2022 provision for income tax as a percent of income before income taxes is mainly due to an expense of $10.5 million related to the JVS divestiture recorded during the year to date period ended ~~June~~September 30, 2022 and the impact of a higher annual effective tax rate in 2022 compared to 2021.

Segment Performance

(Amounts in millions unless otherwise noted)


	Quarter Ended						Year to Date Ended						Quarter Ended						Year to Date Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Net Sales:
Power Transmission Technologies	$	252.5		$	237.6		$	506.2		$	458.6		$	239.3		$	232.5		$	745.5		$	691.1
Automation & Specialty		247.3			252.0			506.5			504.1			228.6			237.8			735.1			741.9
Inter-segment eliminations		(1.7	)		(1.0	)		(2.9	)		(2.0	)		(1.6	)		(1.0	)		(4.5	)		(3.0	)
Net sales	$	498.1		$	488.6		$	1,009.8		$	960.7		$	466.3		$	469.3		$	1,476.1		$	1,430.0
Income from operations:
Segment earnings:
Power Transmission Technologies	$	37.5		$	33.6		$	69.8		$	61.4		$	34.3		$	36.5		$	104.1		$	97.9
Automation & Specialty		32.1			37.4			67.7			78.8			33.5			30.6			101.2			109.4
Corporate expenses (1)		(5.4	)		(4.7	)		(5.3	)		(7.9	)		(5.4	)		(4.6	)		(10.7	)		(12.5	)
Restructuring costs		(0.5	)		(0.8	)		(0.9	)		(1.7	)		(3.9	)		(0.7	)		(4.8	)		(2.4	)
Income from operations	$	63.7		$	65.5		$	131.3		$	130.6		$	58.5		$	61.8		$	189.8		$	192.4

(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 ~~$252.5~~$239.3 million and ~~$506.2~~$745.5 million for the quarter and year to date periods ended ~~June~~September 30, 2022, respectively. The increase of approximately ~~$14.9~~$6.8 million or ~~6.3%~~2.9% and approximately ~~$47.6~~$54.4 million or ~~10.4%~~7.9% from the quarter and year to date periods ended ~~June~~September 30, 2021, respectively, 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, price had a favorable impact on net sales for the quarter and year to date periods ended ~~June~~September 30, 2022 of ~~$13.2~~$13.8 million and ~~$24.7~~$38.5 million, respectively. The increase in net sales was partially offset by changes in foreign exchange for the quarter and year to date periods ended ~~June~~September 30, 2022, which had an unfavorable impact on net sales of ~~$10.2~~$12.8 million and ~~$15.4~~$28.1 million, respectively. Income from operations for the quarter ~~and~~ended September 30, 2022 was $34.3 million, a decrease of 6.0%, primarily driven by a $3.0 million non-cash impairment charge recorded at the Company’s facility in Dessau, Germany, related to the held for sale classification during the third quarter of 2022. Income from operations for the year to date ~~periods~~period ended ~~June~~September 30, 2022 was ~~$37.5~~$104.1 million, an increase of ~~11.6%~~6.3%, ~~and $69.8 million, an increase of 13.7%, respectively, which was~~ primarily driven by the increase in net sales, ~~and~~ partially offset by a $3.0 million non-cash impairment charge recorded at the Company’s facility in Dessau, Germany, during the quarter ended September 30, 2022 related to the expected sale of the building, as well as increasing costs from logistics, supply chain and labor.

Automation & Specialty

Net sales in the Automation & Specialty segment were ~~$247.3~~$228.6 million and ~~$506.5~~$735.1 million for the quarter and year to date periods ended ~~June~~September 30, 2022, respectively. ~~Net sales decreased~~The decrease of approximately ~~$4.7~~$9.2 million, or ~~1.9%~~3.9%, and ~~from the quarter ended June 30, 2021, and increased~~ approximately ~~$2.4~~$6.8 million, or ~~0.5%~~0.9%, from ~~the year to date period ended June 30, 2021. Net sales decreased $45.2 million and $61.8 million during~~ the quarter and year to date periods ended ~~June~~September 30, ~~2022,~~2021, respectively, was primarily due to the sale of the JVS business in April ~~2022.~~2022 and unfavorable changes in foreign exchange. The sale of the JVS business had an unfavorable impact of $41.3 million and $103.2 million for the quarter and year to date periods ended September 30, 2022, respectively, and changes in foreign exchange had an unfavorable impact of $10.7 and $22.1 million for the quarter and year to date periods ended September 30, 2022, respectively. The decrease in net sales was partially offset by continued strength in the factory automation end market, and the inclusion of sales from the newly acquired Nook business, which were approximately ~~$12.4~~$11.9 million and ~~$23.6~~$35.5 million for the quarter and year to date periods ended ~~June~~September 30, 2022, respectively. ~~Price~~Additionally, price and surcharges had a favorable impact on net sales of ~~$26.8~~$21.2 million and ~~$37.0~~$58.2 million for the quarter and year to date periods ended ~~June 30, 2022, respectively. Foreign exchange had an unfavorable impact on net sales of $7.9 million and $11.4 million for the quarter and year to date periods ended June~~September 30, 2022, respectively. Income from operations for the quarter ~~and~~ended September 30, 2022 was $33.5 million, an increase of 9.5%, mainly due to the addition of Nook as well as the impact from price, partially offset by the sale of the JVS business. Income from operations for the year to date ~~periods~~period ended ~~June~~September 30, 2022 was ~~$32.1~~and $101.2 million, a decrease of ~~14.2%~~7.5%, ~~and $67.7 million, a decrease of 14.1%, respectively. The decrease in income from operations was~~ primarily driven by the asset held for sale impairment ~~charges~~charge of ~~$2.2 million and~~ $8.3 million recorded during the ~~quarter and~~ year to date period ended ~~June~~September 30, 2022, ~~respectively,~~ at the JVS reporting unit related to the 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 Revolving Credit Facility (as defined herein). At ~~June~~September 30, 2022, we had the ability under the Revolving Credit Facility to borrow an additional ~~$710.9~~$720.9 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.

We believe, based on current and projected levels of cash flows from operating activities, together with our ability to borrow under the 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.

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��~~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 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 Company entered into a new Credit Agreement (the “Credit Agreement” or the ~~"Altra~~“Altra Credit ~~Agreement"~~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"~~“Term Loan” or “Term Loan A”) and a revolving credit facility of $1,000.0 million (the “Revolving Credit Facility” or ~~"Revolver"~~“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 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 ~~2.810%~~3.899% at ~~June~~September 30, 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 2018 Credit Agreement provided for a seven-year senior secured term loan to the Company in an aggregate principal amount of $1,340.0 million (the “2018 Term Loan Facility”) and a five-year senior secured revolving credit facility available to the Company and certain of its subsidiaries 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”). The initial proceeds of the 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 2018 Term Loan Facility not so used could be used for general corporate purposes and the proceeds of the 2018 Revolving Credit Facility were used for working capital and general corporate purposes.

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.

Borrowings

The following is a summary of our borrowings as of ~~June~~September 30, 2022 and ~~June~~September 30, 2021, respectively:


	Amounts in millions				Amounts in millions
	June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021
Debt:
Term loan A	$	395.0	$	—	$	392.5	$	—
Term loan B		—		980.0		—		910.0
Revolver		285.0		—		275.0		—
Notes		400.0		400.0		383.7		400.0
Mortgages and other		7.7		13.6		6.8		11.8
Finance leases		0.0		0.2		0.1		0.2
Total gross debt	$	1,087.7	$	1,393.8	$	1,058.1	$	1,322.0

Cash and Cash Equivalents

The following is a summary of our cash balances and cash flows (in millions) as of and for the year to date periods ended ~~June~~September 30, 2022 and ~~June~~September 30, 2021, respectively:


	June 30, 2022			June 30, 2021			Change			September 30, 2022			September 30, 2021			Change
Cash and cash equivalents at the beginning of the period	$	246.1		$	254.4		$	(8.3	)	$	246.1		$	254.4		$	(8.3	)
Net cash provided by operating activities		7.2			100.1			(92.9	)		72.5			170.1			(97.6	)
Net cash provided by (used in) investing activities		290.1			(15.3	)		305.4			278.5			(23.4	)		301.9
Net cash used in financing activities		(340.0	)		(57.4	)		(282.6	)		(377.1	)		(136.8	)		(240.3	)
Effect of exchange rate changes on cash and cash equivalents		(10.5	)		(4.0	)		(6.5	)		(21.8	)		(7.5	)		(14.3	)
Cash and cash equivalents at the end of the period	$	192.9		$	277.8		$	(84.9	)	$	198.2		$	256.8		$	(58.6	)

Cash Flows for 2022

Net cash provided by operating activities was approximately ~~$7.2~~$72.5 million for the year to date period ended ~~June~~September 30, 2022, a decrease of approximately ~~$92.9~~$97.6 million as compared to the prior year. The decrease in net cash provided by operating activities was primarily due to unfavorable changes in inventories and trade receivables of approximately ~~$77.5~~$56.3 million.

Net cash provided by investing activities for the year to date period ended ~~June~~September 30, 2022 increased approximately ~~$305.4~~$301.9 million compared to the year to date period ended ~~June~~September 30, 2021, primarily due to cash received for the sale of the JVS business, partially offset by increased property, plant and equipment ~~purchases.~~purchases, as well as an additional investment in MTEK Industry AB.

Net cash used in financing activities for the year to date period ended ~~June~~September 30, 2022 as compared to the year to date period ended ~~June~~September 30, 2021 increased by ~~$282.6~~$240.3 million, primarily due to increased debt paydowns of approximately ~~$290.0~~$248.9 million when compared to the ~~quarter~~year to date period ended ~~June~~September 30, 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 ~~June~~September 30, 2022 we have approximately ~~$142.0~~$144.6 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 Revolving Credit Facility, that we have sufficient liquidity to make required

payments of interest on our debt, to make amortization payments under the 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.

Contractual Obligations

There were no material changes in our contractual obligations during the period ended ~~June~~September 30, 2022.

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, 2021.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

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

3640

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, 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, 2021 filed with the Securities and Exchange ~~Commission.~~Commission and set forth below. 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, 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, 2021 are incorporated herein by reference. ~~There~~Except as set forth below, there have been no material changes to any of the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, as updated by our Quarterly Reports on Form 10-Q.

SUMMARY OF RISK FACTORS

•

Our pending acquisition by Regal Rexnord Corporation (“Regal Rexnord”), including the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on our relationships with our personnel, customers, distributors, suppliers and other business partners, or on our operating results and business generally; risks related to diverting management’s attention from our ongoing business operations; the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; uncertainties as to the timing of the Merger (as defined below); the risk that the Merger may not be completed in a timely manner or at all; the possibility that any or all of the conditions to the consummation of the Merger may not be satisfied or waived, including the failure of our stockholders to approve the Merger or the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger dated as of October 26, 2022 (“Merger Agreement”), by and among Regal Rexnord, Aspen Sub, Inc. (a wholly owned subsidiary of Regal Rexnord) (“Merger Sub”) and us, including in circumstances which would require us to pay a termination fee; the risk that provisions in the Merger Agreement could discourage a potential competing acquirer from considering or proposing such an acquisition or could result in any competing proposal being at a lower price than it might otherwise be; and risks arising from the restrictions on our business activities as required by the Merger Agreement.

RISK FACTORS

Risk Factors Related to the Merger

The announcement and pendency of our acquisition by Regal Rexnord could adversely affect our business, prospects, financial condition, and results of operations.

On October 26, 2022, we entered into the Merger Agreement with Regal Rexnord and Merger Sub, pursuant to which, and upon the terms and subject to the conditions described therein, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Regal Rexnord (“the Merger”). Under the Merger Agreement, at the closing of the Merger, each issued and outstanding share of our common stock (other than (a) shares owned by the Company, any subsidiary of the Company, Regal Rexnord, Merger Sub or any other subsidiary of Regal Rexnord, (b) shares owned by stockholders of the Company who have validly exercised their statutory rights of appraisal under the Delaware General Corporation Law (“DGCL”), and (c) Company Restricted Shares (as defined in the Merger Agreement)) will be converted into the right to receive $62.00 per share, net to the seller in cash, without interest and subject to any required withholding of taxes.

The announcement and pendency of the Merger could cause disruptions in and create uncertainty surrounding our business, which

could have an adverse effect on our business, prospects, financial condition, and results of operations, regardless of whether the Merger is completed. These risks to our business include the following, all of which could be exacerbated by a delay in the completion of the Merger:

•

the diversion of significant management time and resources towards the completion of the Merger;

•

the impairment of our ability to attract, retain and motivate personnel, including our senior management;

•

difficulties maintaining relationships with customers, distributors, suppliers and other business partners, who may defer decisions about working with us or seek to change existing business relationships with us;

•

the inability to pursue alternative business opportunities or make appropriate changes to our business because of requirements in the Merger Agreement that we conduct our business in the ordinary course and not engage in certain kinds of transactions or business activities prior to the completion of the Merger; and

•

litigation relating to the Merger and the costs and distractions related thereto.

The Merger may not be completed within the expected timeframe, or at all, and significant delay or the failure to complete the Merger could adversely affect our business and the market price of our common stock.

The consummation of the Merger is subject to customary closing conditions, including, among other things, (i) approval by the Company’s stockholders of the Merger Agreement, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as the receipt of certain non-U.S. antitrust and foreign direct investment approvals, (iii) the absence of any judgment enacted, promulgated, issued, entered, amended or enforced by any governmental authority of competent jurisdiction or applicable law enjoining or otherwise prohibiting the consummation of the Merger, (iv) the absence of any law or judgment resulting in the imposition of or requiring any Burdensome Condition (as defined in the Merger Agreement) and (v) certain other conditions set forth in the Merger Agreement.

Many of the conditions to consummation of the Merger are not within our control or the control of Regal Rexnord or Merger Sub, and we cannot predict when or if these conditions will be satisfied. There can be no assurance that our business, our relationships or our financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Merger, if the Merger is not consummated within the expected timeframe, or at all. Failure to complete the Merger within the expected timeframe, or at all, could adversely affect our business and the market price of our common stock in a number of ways, including the following:

•

if the Merger is not completed within the expected timeframe, or at all, the share price of our common stock will change to the extent that the current market price of our stock reflects assumptions regarding the completion of the Merger;

•

we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other costs in connection with the Merger, for which we may receive little or no benefit if the Merger is not completed. Many of these fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger;

•

failure to complete the Merger within the expected timeframe, or at all, may result in negative publicity and a negative impression of us in the investment community and may lead to subsequent offers to acquire our company at a lower price or otherwise on less favorable terms to us and our stockholders than contemplated by the Merger;

•

the impairment of our ability to attract, retain and motivate personnel, including our senior management;

•

difficulties maintaining relationships with customers, distributors, suppliers and other business partners; and

•

upon termination of the Merger Agreement by us or Regal Rexnord under specified circumstances, we would be required

to pay a termination fee of $100 million.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of our company or could result in any competing proposal being at a lower price than it might otherwise be.

We are subject to certain restrictions on our ability to solicit alternative acquisition proposals from third parties, to provide information to third parties and to enter into or continue discussions or negotiations with third parties regarding alternative acquisition proposals, subject to customary exceptions. In addition, we may be required to pay Regal Rexnord a termination fee of $100 million in specified circumstances, including if the Merger Agreement is terminated in specified circumstances following our receipt of a Superior Proposal (as defined in the Merger Agreement). These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of our company from considering or proposing such an acquisition, including, if the Merger Agreement is terminated prior to the consummation of the Merger, after such termination of the Merger Agreement, even if it were prepared to pay a purchase price per share higher than the purchase price per share proposed to be paid in the Merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in specified circumstances under the Merger Agreement, including, in certain circumstances, after a valid termination of the Merger Agreement in accordance with the terms thereof.

While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

The Merger Agreement includes restrictions on the conduct of our business prior to the completion of the Merger, generally requiring us to conduct our business in the ordinary course and, to the extent consistent therewith, use commercially reasonable efforts to preserve our relationships with customers, distributors, suppliers and others having material business dealings with us. In addition, we are subject to a variety of specified restrictions. Unless we obtain Regal Rexnord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned), except as specifically required by the Merger Agreement or required by applicable law or as set forth in the confidential disclosure letter delivered by us to Regal Rexnord, we may not, among other things and subject to certain exceptions, limitations and qualifications, incur additional indebtedness, issue additional shares of our common stock outside of our equity incentive plans, repurchase our common stock, pay dividends other than regular quarterly cash dividends consistent with past practice, acquire certain assets or securities, sell or dispose of certain properties or assets (including material intellectual property rights), enter into material contracts or make certain capital expenditures. We may find that these and other contractual restrictions in the Merger Agreement delay or prevent us from responding, or limit our ability to respond effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management believes they may be advisable. If any of these effects were to occur, it could materially and adversely impact our operating results, financial position, cash flows or the price of our common stock.

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.

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)		Amendment to Second Amended and Restated Bylaws of the Registrant

~~10.1(4)~~3.3(4)		~~Purchase~~Second Amended and ~~Sale Agreement, dated February 8, 2022, between Cummins Inc. and Altra Industrial Motion Corp.~~

~~10.2(5)~~		~~Amendment No. 1 to~~Restated Bylaws of the ~~Purchase and Sale Agreement, dated April 8, 2022, by and between Cummins Inc. and Altra Industrial Motion Corp.~~

~~10.3(5)~~		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(5)~~		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(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(5)~~		~~Patent Security Agreement, dated as of April 6, 2022, made by Nook Industries, LLC in favor of Bank of Montreal.~~

~~10.7(5)~~		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(5)~~		~~Trademark Security Agreement, dated as of April 6, 2022, made by Nook Industries, LLC in favor of Bank of Montreal.~~Registrant

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

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

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

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

101*		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 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.

38(3) Incorporated by reference to Altra Industrial Motion Corp.’s Current Report on Form 8-K, filed with the SEC on October 27, 2022.

~~(3)~~(4) 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.~~

~~(5) Incorporated by reference to Altra Industrial Motion Corp.’s Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2022.~~

3944

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.

~~July 29,~~November 3, 2022	By:	/s/ Carl R. Christenson
	Name:	Carl R. Christenson
	Title	Chairman and Chief Executive Officer
		(Principal Executive Officer)
~~July 29,~~November 3, 2022	By:	/s/ Todd B. Patriacca
	Name:	Todd B. Patriacca
	Title:	Executive V.P., Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

4045


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)


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


	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	192.9		$	246.1		$	198.2		$	246.1
Trade receivables, less allowance for credit losses of $4.2 and $4.1 million at June 30, 2022 and December 31, 2021, respectively		271.6			224.5
Trade receivables, less allowance for credit losses of $4.2 and $4.1 million at September 30, 2022 and December 31, 2021, respectively								245.7			224.5
Inventories		316.1			267.8			323.6			267.8
Income tax receivable		23.5			11.7			33.8			11.7
Assets held for sale		—			377.3			—			377.3
Prepaid expenses and other current assets		36.8			40.4			39.6			40.4
Total current assets		840.9			1,167.8			840.9			1,167.8
Property, plant and equipment, net		271.8			275.8			263.8			275.8
Goodwill		1,520.9			1,564.0			1,491.3			1,564.0
Intangible assets, net		998.0			1,057.2			963.2			1,057.2
Deferred income taxes		1.2			2.3			1.1			2.3
Other non-current assets		17.0			13.5			17.3			13.5
Operating lease right of use assets		44.4			50.0			40.3			50.0
Total assets	$	3,694.2		$	4,130.6		$	3,617.9		$	4,130.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	183.9		$	173.3		$	174.6		$	173.3
Accrued payroll		63.3			81.8			68.6			81.8
Accruals and other current liabilities		82.0			77.0			87.7			77.0
Income tax payable		3.7			6.0			5.4			6.0
Current portion of long-term debt		15.6			11.1			18.0			11.1
Liabilities held for sale		—			53.0			—			53.0
Operating lease liabilities		13.5			14.3			12.7			14.3
Total current liabilities		362.0			416.5			367.0			416.5
Long-term debt, net of current portion		1,070.1			1,401.0			1,038.2			1,401.0
Deferred income taxes		249.5			250.5			244.0			250.5
Pension liabilities		27.8			29.9			26.0			29.9
Long-term taxes payable		1.8			2.7			1.7			2.7
Other long-term liabilities		6.0			7.3			6.2			7.3
Operating lease liabilities, net of current portion		32.7			37.6			29.3			37.6

Stockholders’ equity:
Common stock ($0.001 par value per share, 120,000,000 shares authorized, 65,066,459 and 64,923,539 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively)		0.1			0.1
Common stock ($0.001 par value per share, 120,000,000 shares authorized, 65,169,164 and 64,923,539 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively)								0.1			0.1
Additional paid-in capital		1,722.5			1,718.4			1,724.4			1,718.4
Retained earnings		337.5			277.6			365.3			277.6
Accumulated other comprehensive loss		(115.8	)		(11.0	)		(184.3	)		(11.0	)
Total stockholders’ equity		1,944.3			1,985.1			1,905.5			1,985.1
Total liabilities and stockholders’ equity	$	3,694.2		$	4,130.6		$	3,617.9		$	4,130.6


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


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


		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	56
	Notes to Unaudited Condensed Consolidated Interim Financial Statements	78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2528
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3640
Item 4.	Controls and Procedures	3640

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3741
Item 1A.	Risk Factors	3741
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3743
Item 3.	Defaults Upon Senior Securities	3743
Item 4.	Mine Safety Disclosures	3744
Item 5.	Other Information	3744
Item 6.	Exhibits	3844

SIGNATURES		4045


	Common Stock		Shares		Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total			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		$	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		4.1		—			—			4.1			—		0.3		6.0		—			—			6.0
Net income		—		—		—		71.1			—			71.1			—		—		—		104.7			—			104.7
Dividends declared, $0.17 per share		—		—		—		(11.2	)		—			(11.2	)
Dividends declared, $0.26 per share																	—		—		—		(17.0	)		—			(17.0	)
Total comprehensive loss, net of tax		—		—		—		—			(104.8	)		(104.8	)		—		—		—		—			(173.3	)		(173.3	)
Balance at June 30, 2022	$	0.1		65.1	$	1,722.5	$	337.5		$	(115.8	)	$	1,944.3
Balance at September 30, 2022																$	0.1		65.2	$	1,724.4	$	365.3		$	(184.3	)	$	1,905.5

Balance at March 31, 2022	$	0.1		65.1	$	1,718.2	$	317.2		$	(28.5	)	$	2,007.0
Balance at July 1, 2022																$	0.1		65.1	$	1,722.5	$	337.5		$	(115.8	)	$	1,944.3
Stock-based compensation and vesting of restricted stock, net of withholdings		—		—		4.3		—			—			4.3			—		0.1		1.9		—			—			1.9
Net income		—		—		—		26.3			—			26.3			—		—		—		33.6			—			33.6
Dividends declared, $0.09 per share		—		—		—		(6.0	)		—			(6.0	)		—		—		—		(5.8	)		—			(5.8	)
Total comprehensive loss, net of tax		—		—		—		—			(87.3	)		(87.3	)		—		—		—		—			(68.5	)		(68.5	)
Balance at June 30, 2022	$	0.1		65.1	$	1,722.5	$	337.5		$	(115.8	)	$	1,944.3
Balance at September 30, 2022																$	0.1		65.2	$	1,724.4	$	365.3		$	(184.3	)	$	1,905.5


	Pro forma (unaudited)
	Quarter Ended June 30, 2021		Year to Date Ended June 30, 2021
Total revenues	$	498.3	$	979.4
Net income		39.1		76.6
Basic earnings per share	$	0.60	$	1.18
Diluted earnings per share	$	0.60	$	1.17

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company