Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K 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 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, 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," "could," "estimate," "expect," "intend," "plan," "may," "should," "will," "would," "project," "forecast," 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 risks associated with:


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;

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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 Regal Rexnord Merger, the Nook
acquisition and the Fortive Transaction;
•
risks related to the Regal Rexnord Merger diverting management's attention away
from the Company's ongoing business operations;
•
the effect of the pendency of the Regal Rexnord 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 this document.

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 IN PART I, ITEM 1A OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AND IN OTHER REPORTS FILED WITH THE SEC BY THE COMPANY.

The following discussion of the financial condition and results of operations of Altra Industrial Motion Corp. and its subsidiaries should be read together with the consolidated financial statements of Altra Industrial Motion Corp. and its subsidiaries and related notes included elsewhere in the this Annual Report on Form 10-K. 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". 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.

The following generally discusses 2022 and 2021 items and year-to-year comparison between 2022 and 2021. Discussion of historical items and year-to-year comparisons between 2021 and 2020 that are not included in this discussion can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 28, 2022.

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



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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 90 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, 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 October 1, 2018, Altra consummated the Fortive Transaction and acquired the A&S Business for an aggregate purchase price of approximately $2,855.7 million, subject to certain post-closing adjustments, which consisted of $1,400.0 million of cash and debt instruments transferred to Fortive and shares of Altra common stock received by Fortive shareholders valued at approximately $1,455.7 million. The initial accounting for the Fortive Transaction (including the allocation of the purchase price to acquired assets and liabilities) was completed during the year ended December 31, 2019.

The Regal Rexnord Merger

On October 26, 2022, we entered into the Regal Rexnord 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. Under the Regal Rexnord Merger Agreement, at the closing of the Regal Rexnord Merger, each issued and outstanding share of our common stock (other than (i) shares owned by the Company, any subsidiary of the Company, Regal Rexnord, Merger Sub or any other subsidiary of Regal Rexnord, (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 Regal Rexnord 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 Regal Rexnord Merger Agreement and, as announced in our Current Report on Form 8-K filed with the SEC on January 18, 2023, the Regal Rexnord Merger was approved by our shareholders. The consummation of the Regal Rexnord Merger is subject to customary closing conditions and is expected to occur in the first half of 2023 and potentially in the first quarter of 2023. If the Regal Rexnord Merger Agreement is terminated under specified circumstances, we will be required to pay Regal Rexnord a termination fee of $100 million. The Regal Rexnord Merger Agreement also provides that, in connection with the termination of the Regal Rexnord Merger Agreement under specified antitrust related circumstances, Regal Rexnord will be required to pay us a "reverse termination fee" of $200 million.

Critical Accounting Policies and Significant Accounting Estimates

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). This requires management to make estimates and assumptions that affect reported amounts and related disclosures. The methods, estimates and judgments we use in applying our critical accounting policies have a significant impact on the results we report in our financial statements. We evaluate our estimates and judgments on an on-going basis. Our estimates are based upon historical experience and assumptions that we believe are reasonable under the circumstances. Our experience and assumptions form the basis for our judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may vary from what our management anticipates and different assumptions or estimates about the future could change our reported results.

Our significant accounting policies are discussed in Note 1 to the financial statements. We believe the following accounting policies and estimates are the most critical in that they are important to the financial statements and they require the most difficult, subjective or complex judgments in the preparation of the financial statements.

Inventory. Inventories are generally stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. The cost of inventory includes direct materials, direct labor, and production overhead. We state inventories acquired through acquisitions at their fair value at the date of acquisition based on the replacement cost of raw materials, the sales price of the finished goods less an appropriate amount representing the expected profitability from selling efforts, and, for work-in-process, the sales price of the finished goods less an appropriate amount representing the expected profitability from selling efforts and costs to complete.

We periodically review our quantities of inventories on hand and compare these amounts to the historical and expected usage of each particular product or product line. We record as a charge to cost of sales any amounts required to reduce the carrying value of inventories to net realizable value.



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We record an inventory excess and obsolescence reserve for obsolete, excess and slow-moving inventory. In calculating our inventory excess and obsolescence reserve, we analyze historical and projected data regarding customer demand within specific product categories and make assumptions regarding economic conditions within customer specific industries, as well as product changes. Our accounting estimate related to inventory excess and obsolescence is a critical accounting estimate because our assumptions are based on factors that can be variable and largely beyond our control, and changes in our reserve for inventory excess and obsolescence could materially affect our results of operations.

Business Combinations. Business combinations are accounted for at fair value. Acquisition costs are generally expensed as incurred and recorded in selling, general and administrative expenses. The accounting for business combinations is a critical accounting estimate because it requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management's estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets.

Goodwill, Intangibles and other long-lived assets. In connection with our acquisitions, goodwill and intangible assets were identified and recorded at fair value. We recorded intangible assets for customer relationships, trade names and trademarks, product technology, patents, and goodwill. In valuing the customer relationships, trade names and trademarks and product technology, we utilized variations of the income approach. The income approach was considered the most appropriate valuation technique because the inherent value of these assets is their ability to generate current and future income. The income approach relies on historical financial and qualitative information, as well as assumptions and estimates for projected financial information. Projected financial information is subject to risk if our estimates are incorrect. The most significant estimate relates to our projected revenues and profitability. If we do not meet the projected revenues and profitability used in the valuation calculations then the intangible assets could be impaired. In determining the value of customer relationships, we reviewed historical customer attrition rates which were determined to be approximately 1% - 12% per year. Most of our customers tend to be long-term customers with very little turnover. While we do not typically have long-term contracts with customers, we have established long-term relationships with customers which make it difficult for competitors to displace us. Additionally, we assessed historical revenue growth within our industry and customers' industries in determining the value of customer relationships. The value of our customer relationships intangible asset could become impaired if future results differ significantly from any of the underlying assumptions. This could include a higher customer attrition rate or a change in industry trends such as the use of long-term contracts which we may not be able to obtain successfully. Customer relationships and product technology and patents are considered finite-lived assets, with estimated lives ranging from 4 to 29 years. The estimated lives were determined by calculating the number of years necessary to obtain 95% of the value of the discounted cash flows of the respective intangible asset.

Goodwill, trademarks and the majority of our trade names are considered indefinite lived assets. Our trade names and our trademarks identify us and differentiate us from competitors, and therefore competition does not limit the useful life of these assets. Additionally, we believe that our trade names and trademarks will continue to generate product sales for an indefinite period.

Accounting standards require that an annual goodwill impairment assessment be conducted at the reporting unit level using either a quantitative or qualitative approach. The Company has determined that its Power Transmission Technologies ("PTT") reporting segment is comprised of three reporting units. The Company has also determined that its A&S Business reporting segment is comprised of three reporting units.

In connection with the Company's annual impairment review, goodwill is assessed for impairment by comparing the fair value of the reporting unit to the carrying value. The Company's measurement date is October 31st. The Company determines the fair value of its reporting units using a combination of the discounted cash flow model as well as a market-based approach relying on the Company's market multiples. The determination of the fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to forecasts of future revenues, profit margins, and discount rates. The determination of the fair value using the market approach requires management to make significant assumptions related to earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples. The Company estimates future cash flows based upon historical results and current market projections, discounted at a market comparable rate. An impairment loss would be recognized to the extent that a reporting unit's carrying amount exceeded its deemed fair value.

Management believes the preparation of revenue and profitability growth rates for use in the long-range plan and the discount rate requires significant use of judgment. If any of our reporting units do not meet our forecasted revenue and/or profitability estimates, we could be required to perform an interim goodwill impairment analysis in future periods. In addition, if our discount rate increases, we could be required to perform an interim goodwill impairment analysis.



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For our indefinite lived intangible assets, mainly trademarks, we estimate the fair value by first estimating the total revenue attributable to the trademarks. Second, we estimate an appropriate royalty rate using the return on assets method by estimating the required financial return on our assets, excluding trademarks, less the overall return generated by our total asset base. The return as a percentage of revenue provides an indication of our royalty rate. We compared the estimated fair value of the trademarks with the carrying value of the trademarks and did not identify any impairment as of the annual impairment date or for any of the periods presented.

Long-lived assets, including definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying amount of a long lived asset may not be recovered. Long-lived assets are considered to be impaired if the carrying amount of the asset exceeds the undiscounted future cash flows expected to be generated by the asset over its remaining useful life. If an asset is considered to be impaired, the impairment is measured by the amount by which the carrying amount of the asset exceeds its fair value, and is charged to results of operations at that time.

Management continuously monitors for events and circumstances that could negatively impact the key assumptions in determining fair value. While management believes the judgements and assumptions used in the impairment tests are reasonable, management considers it a critical accounting estimate because different assumptions or changes in general industry and economic conditions could change the estimated fair values and, therefore, future impairment charges could be required, which could be material to the financial statements. Refer to Note 7 for additional discussion and results of the Company's annual impairment review.

Recent Accounting Standards

See the discussion of significant accounting policies in Note 1 of the consolidated financial statements for the year ended December 31, 2022.

Results of Operations.

Amounts in millions, except percentage data



                                                     Years Ended December 31,
                                                 2022          2021          2020
Net sales                                      $ 1,945.5     $ 1,899.8     $ 1,726.0
Cost of sales                                    1,252.6       1,224.4       1,103.6
Gross profit                                       692.9         675.4         622.4
Gross profit percentage                             35.6 %        35.6 %        36.1 %

Selling, general and administrative expenses 370.0 368.7 332.2 Impairment charges

                                  13.2         142.4         147.5
Research and development expenses                   64.1          63.9          57.8
Restructuring costs                                  5.2           3.0           7.4
Income from operations                             240.4          97.4          77.5
Interest expense, net                               51.5          94.5          72.1
Other non-operating (income) expense, net           (0.4 )        (4.9 )         1.4
Income before income taxes                         189.3           7.8           4.0
(Benefit)/Provision for income taxes                62.3         (19.9 )        29.5
Net income/(loss)                              $   127.0     $    27.7     $   (25.5 )




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Segment Performance.

Amounts in millions, except percentage data



                                              Years Ended December 31,
                                          2022          2021          2020
Net Sales:
Power Transmission Technologies         $   985.6     $   924.8     $   818.6
Automation & Specialty                      965.5         979.0         911.8
Intra-segment eliminations                   (5.6 )        (4.0 )        (4.4 )
Net sales                               $ 1,945.5     $ 1,899.8     $ 1,726.0
Income from operations:
Segment earnings:
Power Transmission Technologies         $   136.8     $   128.6     $    97.5
Automation & Specialty                      136.0          (8.3 )       (10.4 )
Corporate                                   (27.2 )       (19.9 )        (2.2 )

Restructuring and consolidation costs (5.2 ) (3.0 ) (7.4 ) Income from operations

$   240.4     $    97.4     $    77.5

Year Ended December 31, 2022 Compared with Year Ended December 31, 2021



Amounts in millions, except percentage data             Years Ended December 31,
                                                2022          2021        Change        %
Net sales                                     $ 1,945.5     $ 1,899.8     $  45.7       2.4 %


Net Sales. The increase in net sales during the year ended December 31, 2022 when compared to the year ended December 31, 2021 is primarily due to strength across most end markets, especially the turf and garden, metals and mining, and factory automation end markets, surcharge revenue, the addition of approximately $46.2 million of sales from Nook and price, which had a favorable impact on net sales of $79.2 million. The increase in net sales was partially offset by the divestiture of the JVS business, which had an unfavorable impact of $141.7 million, along with changes in foreign exchange, which had an unfavorable impact of $71.9 million for the year ended December 31, 2022.




Amounts in millions, except percentage data           Years Ended December 31,
                                               2022        2021       Change        %
Gross profit                                  $ 692.9     $ 675.4     $  17.5       2.6 %
Gross profit as a percent of net sales           35.6 %      35.6 %



Gross profit. Gross profit as a percentage of net sales during the year ended December 31, 2022 was flat when compared to the year ended December 31, 2021. Gross profit was negatively impacted by 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. In addition, changes in foreign exchange had an unfavorable impact of $28.4 million. These items were offset by price, which had a favorable impact of $79.2 million for the year ended December 31, 2022.



Amounts in millions, except percentage
data                                                     Years Ended December 31,
                                               2022           2021          Change         %
Selling, general and administrative
expense ("SG&A")                            $    370.0     $    368.7     $      1.3        0.4 %
SG&A as a percent of net sales                    19.0 %         19.4 %



Selling, general and administrative expenses. The increase in SG&A during the year ended December 31, 2022 when compared to the year ended December 31, 2021 was primarily driven by increased transaction costs, the addition of Nook Industries, and increases in general operating costs such as travel, headcount and merit increases. The increase in SG&A was partially offset by the JVS divestiture and the impact of foreign exchange of $14.1 million.



Amounts in millions, except percentage data           Years Ended December 31,
                                               2022       2021       Change        %

Research and development expenses ("R&D") $ 64.1 $ 63.9 $ 0.2 0.3 %






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Research and development expenses. The increase in R&D during the year ended December 31, 2022 when compared to the year ended December 31, 2021 was primarily due to merit increases and backfilling open positions as well as the inclusion of R&D expenses from Nook of approximately $1.1 million. The increase in R&D expenses was partially offset by a foreign exchange impact of approximately $3.5 million and the JVS divestiture for the year ended December 31, 2022. Refer to Note 3 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           Years Ended December 31,
                                               2022      2021       Change        %
Restructuring costs                           $  5.2     $ 3.0     $    2.2       73.3 %


Restructuring costs. During the quarter ended September 30, 2017, we commenced a restructuring plan ("2017 Altra Plan") as a result of Altra's purchase of Stromag (the "Stromag Acquisition") 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. In 2022 and 2021, we did not incur any costs as a result of the 2017 Altra Plan and 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 have incurred and expect to incur expenses related to workforce reductions, lease termination costs and other facility rationalization costs. We expect to incur an additional $1.0 - $2.0 million in restructuring expenses under the 2019 Altra Plan over the next 2 years, primarily related to plant consolidation and headcount reductions. We achieved savings of $2.3 million during the year ended December 31, 2022 under the 2019 Altra Plan and estimate additional future savings to be approximately $4.0 - $5.0 million over the next 2 years. The cost savings for the year ended December 31, 2022 were recognized as improvements in SG&A and cost of sales of approximately $1.6 million and $0.7 million, respectively.



Amounts in millions, except percentage data           Years Ended December 31,
                                               2022       2021      Change         %
Interest expense, net                         $ 51.5     $ 94.5     $ (43.0 )     (45.5 )%


Interest expense. The decrease in interest expense during the year ended December 31, 2022 when compared to the year ended December 31, 2021 was primarily due to the impact of our debt refinancing in the prior year and current year debt paydowns, partially offset by higher interest rates. In 2021, in connection with our debt refinancing, we recorded $15.4 million of non-cash interest expense due to the write-off of debt issuance costs related to the extinguishment of the 2018 Term Loan Facility (as defined below). In addition, in 2021, we reclassified the remaining balance of the unrealized loss from the termination of the interest rate swap from accumulated other comprehensive income (loss) to interest expense of approximately $14.9 million of non-cash interest expense. We expect interest expense to increase in 2023 due to a higher interest rate environment partially offset by additional principal payments on our debt.



Amounts in millions, except percentage
data                                                       Years Ended December 31,
                                               2022          2021           Change          %

Provision/(Benefit) for income taxes $ 62.3 $ (19.9 ) $ 82.2 (413.1 )% Provision/(Benefit) for income taxes as a percent of income before


 income taxes                                     32.9 %      (255.1 )%



Provision/(Benefit) for income taxes. The provision for income tax as a percentage of income before income taxes increased during the year ended December 31, 2022 when compared to the year ended December 31, 2021. Income tax as a percent of income before income taxes during the year ending December 31, 2021 was impacted by a $142.4 million non-cash impairment charge recorded related to the classification of the JVS business as an asset held for sale and by a $2.8 million provision related to disallowed executive compensation. The increase in the provision for income tax as a percent of income before income taxes for the year ended December 31, 2022 was mainly due to an expense of $10.2 million related to the JVS divestiture and a $4.1 million provision related to limited executive compensation deduction. We expect our provision for income taxes before discrete items to be approximately 22% to 24% in future periods.

Segment Performance

Power Transmission Technologies

Net sales in the Power Transmission Technologies segment were $985.6 million in the year ended December 31, 2022, an increase of approximately $60.8 million or 6.6%, from the year ended December 31, 2021. The increase was primarily due to the broad based strength across most of our end markets, especially the metals and mining, turf and garden and agriculture end markets, and price, which had a favorable impact on net sales for the year ended December 31, 2022 of $51.9 million. The increase in net sales was partially offset by changes in foreign exchange, which had an unfavorable impact on net sales of $39.0 million for the year ended



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December 31, 2022. Segment operating income increased by approximately $8.2 million compared to the prior year, which was primarily driven by the increase in net sales. This increase was partially offset by increasing costs from logistics, supply chain and labor. In addition, there was a $3.0 million non-cash impairment charge recorded at the Company's facility in Dessau, Germany, during the third quarter of 2022 related to the expected sale of the building, as well as restructuring expenses related to severance costs associated with the facility closure.

Automation & Specialty

Net sales in the Automation & Specialty business segment were $965.5 million in the year ended December 31, 2022, a decrease of approximately $13.5 million from the year ended December 31, 2021. The decrease was primarily due to the loss of revenue as a result of the sale of the JVS business in April 2022 and unfavorable changes in foreign exchange. The sale of the JVS business had an unfavorable impact of $141.7 million and changes in foreign exchange had an unfavorable impact of $32.9 for the year ended December 31, 2022. 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 $46.2 million for the year ended December 31, 2022. Additionally, price and surcharges had a favorable impact on net sales of $76.9 million for the year ended December 31, 2022. Segment operating income increased by approximately $144.3 million compared to the prior year primarily due to the non-cash impairment charges recorded at the JVS reporting unit related to the held for sale classification of $10.2 million and $142.4 million during the years ended December 31, 2022 and 2021, respectively. Excluding the impact of these non-cash impairment charges in 2022 and 2021, income from operations would have increased by approximately $12.1 million for the year ended December 31, 2022 as compared to the prior year, primarily due to the addition of Nook as well as the impact from price, partially offset by the sale of the JVS business.

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 below). At December 31, 2022, we had the ability under the Revolving Credit Facility to borrow an additional $730.9 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, dividends and share repurchases.

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 (as defined herein), we have sufficient liquidity to meet our short-term and long-term needs to make required payments of interest on our debt, make amortization payments under the Credit Facilities (as defined herein), fund our operating needs, fund working capital and capital expenditure requirements and 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 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 million aggregate principal amount of the Notes (the "Primary Notes") and an unaffiliated selling securityholder sold $250 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 A&S Merger, and Stevens Holding did not receive any proceeds from the sale of the Selling Securityholder Notes.



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2021 Altra Credit Agreement

On November 17, 2021, the Company entered into a new Credit Agreement (the "Credit Agreement" or the "Altra Credit Agreement") with certain subsidiaries of the Company (together with the Company, the "Borrowers") , the lenders party to the Credit Agreement from time to time (collectively, the "Lenders"), Bank of Montreal as administrative agent (the "Administrative Agent"), as sustainability structuring agent and collateral agent thereunder, and under the security and guarantee documents for the Lenders, and BMO Capital Markets Corp., Citizens Bank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners. Pursuant to the Credit Agreement, the Lenders made available to the Borrowers a term loan facility of $400.0 million (the "Term Loan Facility" or "Term Loan" or "Term Loan A") and a revolving credit facility of $1,000.0 million (the "Revolving Credit Facility" or "Revolver", and together with the Term Loan Facility, the "Credit Facilities"). The aggregate proceeds of the Credit Facilities were used to repay in full and extinguish all outstanding indebtedness for borrowed money under the 2018 Credit Agreement. The amounts available under the Credit Facilities are to be available for general corporate purposes and to repay existing indebtedness. The stated maturity of both of the Credit Facilities is November 17, 2026, and there are scheduled quarterly principal payments due on the outstanding amount of the Term Loan Facility.

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

The amounts available under the Revolving Credit Facility may be drawn upon in accordance with the terms of the Credit Agreement. All amounts outstanding under the Credit Facilities are due on the stated maturity or such earlier time, if any, required under the Credit Agreement. The amounts owed under either of the Credit Facilities may be prepaid at any time, subject to usual notification and breakage payment provisions. Interest on the amounts outstanding under the Credit Facilities is calculated using either a Base Rate or Eurocurrency Rate, plus the applicable margin. The applicable margins for Eurocurrency Loans are between 1.000% to 1.750%, and for Base Rate Loans are between 0.000% and 0.750%. The amounts of the margins are calculated based on the Total Leverage Ratio (as defined in the Credit Agreement). A portion of the Revolving Credit Facility may be used for the issuance of letters of credit, and a portion of the amount of the Revolving Credit Facility is available for borrowings in certain agreed upon foreign currencies. The interest rate on the Credit Facilities was 5.446% at December 31, 2022.

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

The Credit Agreement contains usual and customary representations and warranties, 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



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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

Below is a summary of borrowings as of December 31, 2022 and 2021, respectively:



                           Amounts in millions
                        Years Ended December 31,
                          2022              2021
Debt:
Term loan             $       390.0       $   400.0
Revolver                      265.0           605.0
Notes                         383.7           400.0
Mortgages and other             7.2             9.2
Finance leases                  0.3             0.1
Total gross debt      $     1,046.2       $ 1,414.3

Below is a reconciliation of net debt for the year ended December 31, 2022 and 2021, respectively:



                        Amounts in millions
                     Years Ended December 31,
                       2022              2021
Total gross debt   $     1,046.2       $ 1,414.3
Cash                      (208.9 )        (246.1 )
Net Debt           $       837.3       $ 1,168.2




Cash and Cash Equivalents

The following is a summary of our cash balances and cash flows (in millions) as of and for the years ended December 31, 2022 and 2021, respectively.



                                                   2022           2021          Change
Cash and cash equivalents at the beginning of
the year                                        $    246.1     $    254.4     $     (8.3 )

Cash flows provided by operating activities 125.0 217.0 (92.0 ) Cash flows provided by (used in) in investing activities

                                           253.1         (163.6 )        416.7
Cash flows used in financing activities             (395.7 )        (52.5 )       (343.2 )
Effect of exchange rate changes on cash and
cash equivalents                                     (19.6 )         (9.2 )        (10.4 )
Cash and cash equivalents at the end of the
year                                            $    208.9     $    246.1     $    (37.2 )




Cash Flows for 2022

Net cash provided by operating activities was approximately $125.0 million for the year ended December 31, 2022, a decrease of approximately $92.0 million as compared to the prior year. The decrease in net cash provided was primarily due to unfavorable changes in trade receivables and accounts payable and accrued liabilities of approximately $73.0 million.

Net cash provided by investing activities was approximately $253.1 million for the year ended December 31, 2022, an increase of approximately $416.7 million as compared to the prior year. The increase in net cash provided was primarily due to cash received for the sale of the JVS business of $321.7 million in 2022 compared to cash paid for the purchase of Nook Industries for $125.2 million in 2021, partially offset by increased property, plant and equipment purchases, a noncontingent purchase price holdback of $8.2 million related to the acquisition of Nook Industries that was released in January 2022, as well as an additional investment in MTEK Industry AB.



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Net cash used in financing activities was approximately $395.7 million for the year ended December 31, 2022, an increase of approximately $343.2 million as compared to the prior year. The increase in net cash used was primarily due to increased debt paydowns of approximately $226.4 million when compared to the prior year. The proceeds from the sale of the JVS business were primarily used for payments on our Revolving Credit Facility.

We intend to use our remaining cash and cash equivalents and cash flow from operations to provide for our working capital needs, to fund potential future acquisitions, to service our debt, including principal payments, for capital expenditures, for pension funding, and to pay dividends to our stockholders. As of December 31, 2022, we have approximately $161.1 million of cash and cash equivalents held by foreign subsidiaries. We believe our future operating cash flows will be sufficient to meet our future operating and investing cash needs. Furthermore, the existing cash balances and the availability of additional borrowings under our Altra Credit Facilities provide additional potential sources of liquidity should they be required.

Capital Expenditures

We made capital expenditures of approximately $55.9 million and $40.6 million in the years ended December 31, 2022 and 2021, respectively. The increase in capital expenditures during 2022 was primarily due to building improvements at several of our locations. These capital expenditures will support on-going business needs.

Long-Term Cash Requirements

Our cash requirements greater than twelve months include payments related to our debt obligations and operating and finance leases. Refer to Note 11 Long-Term Debt and Note 4 Lease Accounting in the Notes to Consolidated Financial Statements for further detail of our contractual obligations and the timing of expected future payments.

From time to time, we may have cash funding requirements associated with our pension plans. As of December 31, 2022, there were no funding requirements for 2023 to 2027. These amounts are based on actuarial assumptions and actual amounts could be materially different.

We may be required to make cash outlays related to our unrecognized tax benefits. However, due to the uncertainty of the timing of future cash flows associated with our unrecognized tax benefits, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities.

Stock-based Compensation

The 2014 Omnibus Incentive Plan (the "2014 Plan") was approved by the Company's stockholders at its 2014 annual meeting. 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 total number of shares of common stock available for delivery pursuant to the grant of awards ("Awards") was originally 750,000. Shares of our common stock subject to Awards or grants awarded under our prior 2004 Equity Incentive Plan and outstanding as of the effective date of the 2014 Plan (except for substitute awards) that terminate without being exercised, expire, are forfeited or canceled, are exchanged for Awards that did not involve shares of common stock, are not issued on the stock settlement of a stock appreciation right, are withheld by the Company or tendered by a participant (either actually or by attestation) to pay an option exercise price or to pay the withholding tax on any Award, or are settled in cash in lieu of shares will again be available for Awards under the 2014 Plan. An amendment to the 2014 Plan to, among other things, make an additional 2,200,000 shares of common stock available for grant under the 2014 Plan was approved by the Company's stockholders at the special meeting of stockholders on September 4, 2018. An additional amendment to the 2014 Plan to, among other things, make an additional 3,000,000 shares of common stock available for grant under the 2014 Plan was approved by the Company's stockholders at its 2020 annual meeting of stockholders on April 28, 2020.

As of December 31, 2022, there were 562.1 thousand shares of unvested restricted stock outstanding under the 2014 Plan. The remaining compensation cost to be recognized through 2024 is $19.9 million. Based on the stock price at December 30, 2022, of $59.75 per share, the intrinsic value of these awards as of December 31, 2022, was $33.6 million.

Income Taxes

We are subject to taxation in multiple jurisdictions throughout the world. Our effective tax rate and tax liability will be affected by a number of factors, such as the amount of taxable income in particular jurisdictions, the tax rates in such jurisdictions, tax treaties between jurisdictions, the extent to which we transfer funds between jurisdictions and repatriate income, and changes in law. Generally, the tax liability for each legal entity is determined either (a) on a non-consolidated and non-combined basis or (b) on a consolidated and combined basis only with other eligible entities subject to tax in the same jurisdiction, in either case without regard to the taxable losses of non-consolidated and non-combined affiliated entities. As a result, we may pay income taxes to some jurisdictions even though on an overall basis we incur a net loss for the period.



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Seasonality

General economic conditions impact our business and financial results, and certain of our businesses experience seasonal and other trends related to the industries and end markets that they serve. For example, sales to OEMs are often stronger immediately preceding and following the launch of new products. In addition, we experience seasonality in our turf and garden business. As our large OEM customers prepare for the spring season, our shipments generally start increasing in December, peak in February and March, and begin to decline in April and May. This allows our customers to have inventory in place for the peak consumer purchasing periods for turf and garden products. The June-through-November period is typically the low season for us and our customers in the turf and garden market. Seasonality is also affected by weather and the level of housing starts. However, as a whole, we are not subject to material seasonality.

Inflation

Inflation can affect the costs of goods and services we use. The majority of the countries that are of significance to us, from either a manufacturing or sales viewpoint, have experienced rising inflation, and there can be no assurance that inflation will moderate in future periods. The competitive environment in which we operate inevitably creates pressure on us to provide our customers with cost-effective products and services.

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