NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization We are a global Tier 1 supplier to the automotive industry. We design, engineer and manufacture driveline and metal forming technologies that are making the next generation of vehicles smarter, lighter, safer and more efficient. We employ approximately 20,000 associates, operating at nearly 80 facilities in 17 countries, to support our customers on global and regional platforms with a continued focus on delivering quality, operational excellence and technology leadership.
Basis of Presentation We have prepared the accompanying interim condensed consolidated financial statements in accordance with the instructions to Form 10-Q under the Securities Exchange Act of 1934. These condensed consolidated financial statements are unaudited but include all normal recurring adjustments, which we consider necessary for a fair presentation of the information set forth herein. Results of operations for the periods presented are not necessarily indicative of the results for the full fiscal year.
The balance sheet at December 31, 2020 presented herein has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete consolidated financial statements.
In order to prepare the accompanying interim condensed consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts and disclosures in our interim condensed consolidated financial statements. These estimates and assumptions are impacted by risks and uncertainties, including those associated with the Novel Coronavirus (COVID-19) pandemic and the semiconductor supply shortage that is impacting the automotive industry. While we have made estimates and assumptions based on the facts and circumstances available as of the date of this report, the full impact of COVID-19 and the semiconductor shortage cannot be predicted, and actual results could differ materially from those estimates and assumptions.
For further information, refer to the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2020.
Sale of Interest in Consolidated Joint Venture
In the first quarter of 2021, we completed the sale of substantially all of our ownership interest in a consolidated joint venture and received cash proceeds of approximately $2.4 million. As a result of the sale and deconsolidation of this joint venture, we recognized a loss of $2.6 million. Subsequent to the sale of this joint venture, we no longer present noncontrolling interest in our condensed consolidated financial statements as all consolidated entities are wholly-owned.
Commencement of Lease of European Headquarters and Engineering Center (EHEC)
In the first quarter of 2021, the lease of our new EHEC in Langen, Germany commenced. This lease has a term of 20 years and is classified as a finance lease. We recognized a right-of-use (ROU) asset and finance lease liability of approximately $49 million upon commencement of this lease. The ROU asset is presented in Property, plant and equipment, net and the finance lease liability is presented in Accrued expenses and other (current portion), and Postretirement benefits and other long-term liabilities (long-term portion) in our Condensed Consolidated Balance Sheet at March 31, 2021.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Effect of New Accounting Standards and Other Regulatory Pronouncements
Accounting Standard Update 2020-04
On March 12, 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2020-04 - Reference Rate Reform (Topic 848), and has subsequently issued ASU 2021-01 - Reference Rate Reform (Topic 848). This guidance provides optional expedients and exceptions that are intended to ease the burden of updating contracts to contain a new reference rate due to the discontinuation of the London Inter-Bank Offered Rate (LIBOR). This guidance is available immediately and may be implemented in any period prior to the guidance expiration on December 31, 2022. We expect to utilize certain of the optional expedients and exceptions available under ASU 2020-04 and ASU 2021-01 and we do not expect the adoption of this guidance to have a material impact on our financial statements.
Accounting Standard Update 2019-12
On December 18, 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740). This guidance is intended to simplify the accounting and disclosure requirements for income taxes by removing various exceptions and requires that the effect of an enacted change in tax laws or rates be included in the annual effective tax rate computation in the interim period of the enactment. This guidance became effective and we adopted this guidance on January 1, 2021. The adoption of this guidance did not have a material impact on our consolidated financial statements.
Coronavirus Aid, Relief, and Economic Security Act
The Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was enacted on March 27, 2020 in the United States. The key provisions of the CARES Act, as they remain applicable to AAM, include the following:
•The ability to use net operating losses (NOLs) to offset income without the 80% taxable income limitation enacted as part of the Tax Cuts and Jobs Act (TCJA) of 2017, and to carry back NOLs to offset prior year income for five years. These are temporary provisions that apply to NOLs incurred in 2018, 2019 or 2020 tax years. We recognized a tax benefit of $14.4 million for the year ended December 31, 2020 related to our ability to carry back prior year losses, as well as projected current year losses, under the CARES Act to years with the previous 35% tax rate. We received an income tax refund of approximately $6.0 million during the first quarter of 2021 as a result of this provision of the CARES Act.
•The ability to defer the payment of the employer portion of social security taxes incurred between March 27, 2020 and December 31, 2020, with 50% of the deferred amount to be paid by December 31, 2021 and the remaining 50% to be paid by December 31, 2022. At March 31, 2021, we had deferred $15.2 million of social security taxes that will be paid in the fourth quarter of 2021 and the fourth quarter of 2022.
•The ability to claim an Employee Retention Credit (ERC), which is a refundable payroll tax credit, for 50% of qualified wages or benefits, subject to certain limitations, that are paid to an employee when they are not providing services due to COVID-19. The ERC applied to qualified wages paid or incurred during the period March 13, 2020 through December 31, 2020 and was available to eligible employers whose operations were fully or partially suspended due to COVID-19, or whose gross receipts declined by more than 50% when compared to the applicable period in the prior year. At March 31, 2021, we have a refundable ERC amount of $6.7 million included in Prepaid expenses and other in our Condensed Consolidated Balance Sheet.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. RESTRUCTURING AND ACQUISITION-RELATED COSTS
In the first quarter of 2020, we initiated a new global restructuring program (the 2020 Program). The primary objectives of the 2020 Program are to achieve efficiencies within our corporate and business unit support teams to reduce cost in our business, and to structurally adjust our operations based on the impact of COVID-19. We expect to incur costs under the 2020 Program into 2022.
A summary of our restructuring activity for the first three months of 2021 and 2020 is shown below:
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|
|
|
Severance Charges
|
|
Implementation Costs
|
|
|
|
Total
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|
(in millions)
|
Accrual at December 31, 2019
|
$
|
4.8
|
|
|
$
|
7.4
|
|
|
|
|
$
|
12.2
|
|
Charges
|
2.2
|
|
|
12.5
|
|
|
|
|
14.7
|
|
Cash utilization
|
(6.6)
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|
|
(5.5)
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|
|
|
|
(12.1)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual at March 31, 2020
|
$
|
0.4
|
|
|
$
|
14.4
|
|
|
|
|
$
|
14.8
|
|
|
|
|
|
|
|
|
|
Accrual at December 31, 2020
|
$
|
1.7
|
|
|
$
|
9.8
|
|
|
|
|
$
|
11.5
|
|
Charges
|
0.5
|
|
|
16.0
|
|
|
|
|
16.5
|
|
Cash utilization
|
(2.2)
|
|
|
(19.4)
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|
|
|
|
(21.6)
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|
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|
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|
|
|
|
|
|
Accrual at March 31, 2021
|
$
|
—
|
|
|
$
|
6.4
|
|
|
|
|
$
|
6.4
|
|
As part of our restructuring actions, we incurred total severance charges of approximately $0.5 million and $2.2 million during the three months ended March 31, 2021 and 2020, respectively. We also incurred total implementation costs of approximately $16.0 million and $12.5 million during the three months ended March 31, 2021 and 2020, respectively. Implementation costs consist primarily of professional fees and plant exit costs.
Substantially all of the restructuring costs incurred during the three months ended March 31, 2021 were under the 2020 Program. Approximately $1.2 million and $0.5 million of our total restructuring costs for the three months ended March 31, 2021 related to our Driveline and Metal Forming segments, respectively, while the remainder were corporate costs. Approximately $6.8 million and $5.2 million of our total restructuring costs for the three months ended March 31, 2020 related to our Driveline and Metal Forming segments, respectively, while the remainder were corporate costs. We expect to incur approximately $50 million to $65 million of total restructuring charges in 2021, including costs incurred under the 2020 Program.
During the three months ended March 31, 2021 and 2020, we incurred the following integration charges primarily related to the integration of MPG:
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|
|
Integration Expenses
|
|
|
|
|
|
|
|
(in millions)
|
Charges for the three months ended March 31, 2021
|
|
|
|
|
$
|
1.0
|
|
|
|
Charges for the three months ended March 31, 2020
|
|
|
|
|
2.9
|
|
|
|
These integration expenses primarily reflect costs incurred for information technology infrastructure and enterprise resource planning systems. Total restructuring charges and acquisition-related charges are presented on a separate line item titled Restructuring and acquisition-related costs in our Condensed Consolidated Statements of Operations, and totaled $17.5 million for the three months ended March 31, 2021 and $17.6 million for the three months ended March 31, 2020.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. INVENTORIES
We state our inventories at the lower of cost or net realizable value. The cost of our inventories is determined using the first-in first-out method. When we determine that our gross inventories exceed usage requirements, or if inventories become obsolete or otherwise not saleable, we record a provision for such loss as a component of our inventory accounts.
Inventories consist of the following:
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|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
|
(in millions)
|
|
|
|
|
|
Raw materials and work-in-progress
|
|
$
|
296.3
|
|
|
$
|
276.2
|
|
Finished goods
|
|
65.6
|
|
|
70.4
|
|
Gross inventories
|
|
361.9
|
|
|
346.6
|
|
Inventory valuation reserves
|
|
(23.8)
|
|
|
(23.4)
|
|
Inventories, net
|
|
$
|
338.1
|
|
|
$
|
323.2
|
|
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill The following table provides a reconciliation of changes in goodwill for the three months ended March 31, 2021:
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|
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|
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|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
(in millions)
|
Balance at December 31, 2020
|
|
|
|
|
$
|
185.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
|
|
|
(1.0)
|
|
Balance at March 31, 2021
|
|
|
|
|
$
|
184.7
|
|
We conduct our annual goodwill impairment test in the fourth quarter of each year, as well as whenever adverse events or changes in circumstances indicate a possible impairment. In performing this test, we utilize a third-party valuation specialist to assist management in determining the fair value of our reporting units. Fair value of each reporting unit is estimated based on a combination of discounted cash flows and the use of pricing multiples derived from an analysis of comparable public companies multiplied against historical and/or anticipated financial metrics of each reporting unit. These calculations contain uncertainties as they require management to make assumptions including, but not limited to, market comparables, future cash flows of the reporting units, and appropriate discount and long-term growth rates. This fair value determination is categorized as Level 3 within the fair value hierarchy.
In the first quarter of 2020, the reduction in global automotive production volumes caused by the impact of COVID-19 represented an indicator to test our goodwill for impairment. This reduction in production volumes began in March of 2020 and resulted in lower forecasted sales volumes in the periods included in our long-range plan as revised in the first quarter of 2020.
As a result of this goodwill impairment test in the first quarter of 2020, we determined that the carrying values of both our Driveline and Metal Forming reporting units were greater than their respective fair values. As such, we recorded a goodwill impairment charge of $510.0 million in the first quarter of 2020, of which $210.8 million was associated with our Driveline reporting unit and $299.2 million was associated with our Metal Forming reporting unit. The Metal Forming impairment charge represented a full impairment of the goodwill associated with that reporting unit. As a result, all remaining goodwill is attributable to our Driveline reporting unit.
These impairment charges were primarily the result of a decline in the projected cash flows of these reporting units under our revised long-range plan completed in the first quarter of 2020. The revision to our long-range plan was driven by lower forecasted sales volumes in the internal and external data sources used to form our projections primarily due to the reduction in global automotive production volumes caused by the impact of COVID-19. The impairment charges were also the result of changes in certain market-related inputs to the analysis to reflect macro-economic changes caused by the impact of COVID-19, including increased discount rates and lower pricing multiples for comparable public companies. At March 31, 2021, accumulated goodwill impairment losses were $1,435.5 million.
The reduction in production volumes and changes to macro-economic factors caused by the impact of COVID-19 also represented an indicator to test our long-lived assets, including other intangible assets and property, plant and equipment, for impairment. We completed this test in the first quarter of 2020 and there was no impairment of these assets.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Other Intangible Assets The following table provides a reconciliation of the gross carrying amount and associated accumulated amortization for AAM's other intangible assets, which are all subject to amortization:
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|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
2021
|
|
2020
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
(in millions)
|
Capitalized computer software
|
$
|
47.9
|
|
|
$
|
(35.3)
|
|
|
$
|
12.6
|
|
|
$
|
47.6
|
|
|
$
|
(33.9)
|
|
|
$
|
13.7
|
|
Customer platforms
|
856.2
|
|
|
(253.7)
|
|
|
602.5
|
|
|
856.2
|
|
|
(237.9)
|
|
|
618.3
|
|
Customer relationships
|
53.0
|
|
|
(13.7)
|
|
|
39.3
|
|
|
53.0
|
|
|
(12.8)
|
|
|
40.2
|
|
Technology and other
|
156.3
|
|
|
(51.3)
|
|
|
105.0
|
|
|
156.7
|
|
|
(48.2)
|
|
|
108.5
|
|
Total
|
$
|
1,113.4
|
|
|
$
|
(354.0)
|
|
|
$
|
759.4
|
|
|
$
|
1,113.5
|
|
|
$
|
(332.8)
|
|
|
$
|
780.7
|
|
Amortization expense for our intangible assets was $21.5 million for the three months ended March 31, 2021, and $21.8 million for the three months ended March 31, 2020, respectively. Estimated amortization expense for the years 2021 through 2025 is expected to be in the range of approximately $80 million to $85 million per year.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. LONG-TERM DEBT
Long-term debt consists of the following:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
|
(in millions)
|
|
|
|
|
|
Revolving Credit Facility
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan A Facility due 2024
|
|
318.8
|
|
|
323.0
|
|
Term Loan B Facility due 2024
|
|
988.8
|
|
|
1,088.8
|
|
6.875% Notes due 2028
|
|
400.0
|
|
|
400.0
|
|
|
|
|
|
|
6.50% Notes due 2027
|
|
500.0
|
|
|
500.0
|
|
6.25% Notes due 2026
|
|
400.0
|
|
|
400.0
|
|
6.25% Notes due 2025
|
|
700.0
|
|
|
700.0
|
|
Foreign credit facilities and other
|
|
109.0
|
|
|
88.8
|
|
Total debt
|
|
3,416.6
|
|
|
3,500.6
|
|
|
|
|
|
|
Less: Current portion of long-term debt
|
|
13.7
|
|
|
13.7
|
|
Long-term debt
|
|
3,402.9
|
|
|
3,486.9
|
|
Less: Debt issuance costs
|
|
42.0
|
|
|
45.6
|
|
Long-term debt, net
|
|
$
|
3,360.9
|
|
|
$
|
3,441.3
|
|
Senior Secured Credit Facilities In 2017, American Axle & Manufacturing Holdings, Inc. (Holdings) and American Axle & Manufacturing, Inc. (AAM, Inc.) entered into a credit agreement (the Credit Agreement). In connection with the Credit Agreement, Holdings, AAM, Inc. and certain of their restricted subsidiaries entered into a Collateral Agreement and Guarantee Agreement with the financial institutions party thereto. The Credit Agreement, as amended in July 2019 (First Amendment), includes a $340 million term loan A facility (the Term Loan A Facility due 2024), a $1.55 billion term loan B facility (the Term Loan B Facility due 2024) and a $925 million multi-currency revolving credit facility (the Revolving Credit Facility, and together with the Term Loan A Facility due 2024 and the Term Loan B Facility due 2024, the Senior Secured Credit Facilities). The Term Loan A Facility due 2024 and the Term Loan B Facility due 2024 have been paid down from the original amounts through both scheduled and voluntary payments. There are no scheduled payments under the Term Loan B due 2024 until maturity.
In April 2020, Holdings, AAM, Inc., and certain subsidiaries of Holdings entered into the Second Amendment (Second Amendment) to the Credit Agreement. For the period from April 1, 2020 through March 31, 2022 (the Amendment Period), the Second Amendment, among other things, replaced the total net leverage ratio covenant with a new senior secured net leverage ratio covenant, reduced the minimum levels of the cash interest expense coverage ratio covenant, and modified certain covenants restricting the ability of Holdings, AAM and certain subsidiaries of Holdings to create, incur, assume or permit to exist certain additional indebtedness and liens and to make certain restricted payments, voluntary payments and distributions. The Second Amendment also increased the maximum levels of the total net leverage ratio covenant after the Amendment Period, modified the applicable margin with respect to interest rates under the Term Loan A Facility due 2024 and interest rates and commitment fees under the Revolving Credit Facility, and increased the minimum adjusted London Interbank Offered Rate for Eurodollar-based loans under the Term Loan A Facility due 2024 and Revolving Credit Facility. The applicable margin for the Term Loan B Facility remains unchanged.
In February 2021, we made a voluntary prepayment of $100.0 million on our Term Loan B Facility due 2024 and $4.3 million on our Term Loan A Facility due 2024. As a result, we expensed approximately $1.1 million for the write-off of a portion of the unamortized debt issuance costs that we had been amortizing over the expected life of these borrowings.
At March 31, 2021, we had $894.1 million available under the Revolving Credit Facility. This availability reflects a reduction of $30.9 million for standby letters of credit issued against the facility. The proceeds of the Revolving Credit Facility are used for general corporate purposes.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Senior Secured Credit Facilities provide back-up liquidity for our foreign credit facilities. We intend to use the availability of long-term financing under the Senior Secured Credit Facilities to refinance any current maturities related to such debt agreements that are not otherwise refinanced on a long-term basis in their local markets, except where otherwise reclassified to Current portion of long-term debt on our Condensed Consolidated Balance Sheet.
Subsequent Event In April 2021, we made a voluntary prepayment of $88.8 million on our Term Loan B Facility due 2024. As a result, we expect to expense approximately $0.9 million for the write-off of a portion of the unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing.
Redemption of 6.625% Notes due 2022 In the first quarter of 2020, we voluntarily redeemed a portion of our 6.625% Notes due 2022. This resulted in a principal payment of $100.0 million and $2.0 million in accrued interest. We also expensed approximately $0.4 million for the write-off of a portion of the unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing, and approximately $1.1 million for an early redemption premium.
Foreign credit facilities We utilize local currency credit facilities to finance the operations of certain foreign subsidiaries. At March 31, 2021, $109.0 million was outstanding under our foreign credit facilities, as compared to $88.8 million at December 31, 2020. At March 31, 2021, an additional $58.6 million was available under our foreign credit facilities.
Weighted-Average Interest Rate The weighted-average interest rate of our long-term debt outstanding was 5.8% at both March 31, 2021 and December 31, 2020.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. DERIVATIVES
Our business and financial results are affected by fluctuations in global financial markets, including interest rates and currency exchange rates. Our hedging policy has been developed to manage these risks to an acceptable level based on management’s judgment of the appropriate trade-off between risk, opportunity and cost. We do not hold financial instruments for trading or speculative purposes.
Currency derivative contracts From time to time, we use foreign currency forward contracts to reduce the effects of fluctuations in exchange rates relating to certain foreign currencies. As of March 31, 2021 and December 31, 2020, we had currency forward contracts outstanding with a total notional amount of $171.3 million and $178.2 million, respectively, that hedge our exposure to changes in foreign currency exchange rates for certain payroll expenses into the fourth quarter of 2023 and the purchase of certain direct and indirect inventory and other working capital items into the fourth quarter of 2021.
Fixed-to-fixed cross-currency swap In 2019, we entered into a fixed-to-fixed cross-currency swap to reduce the variability of functional currency equivalent cash flows associated with changes in exchange rates on certain Euro-based intercompany loans. In the first quarter of 2020, we discontinued this fixed-to-fixed cross-currency swap, which was in an asset position of $9.8 million on the date that it was discontinued.
Also in the first quarter of 2020, we entered into a new fixed-to-fixed cross-currency swap to reduce the variability of functional currency equivalent cash flows associated with changes in exchange rates on certain Euro-based intercompany loans. As of March 31, 2021 and December 31, 2020, the notional amount of the fixed-to-fixed cross-currency swap was $234.6 million and $244.2 million, respectively, and hedges our exposure to changes in exchange rates on the intercompany loans into the second quarter of 2024.
Variable-to-fixed interest rate swap In 2019, we entered into a variable-to-fixed interest rate swap to reduce the variability of cash flows associated with interest payments on our variable rate debt. We have the following notional amounts hedged in relation to our variable-to-fixed interest rate swap: $900.0 million through May 2021, $750.0 million through May 2022, $600.0 million through May 2023 and $500.0 million through May 2024.
The following table summarizes the reclassification of pre-tax derivative gains and losses into net income from accumulated other comprehensive income (loss) for those derivative instruments designated as cash flow hedges under ASC 815 - Derivatives and Hedging:
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|
|
Location
|
|
|
|
|
|
Gain (Loss) Reclassified During
|
|
Total of Financial
|
|
Gain (Loss) Expected
|
|
|
of Gain (Loss)
|
|
|
|
Three Months Ended
|
|
Statement
|
|
to be Reclassified
|
|
|
Reclassified into
|
|
|
|
March 31,
|
|
Line Item
|
|
During the
|
|
|
Net Income
|
|
|
|
|
|
2021
|
|
2020
|
|
2021
|
|
Next 12 Months
|
|
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency forward contracts
|
|
Cost of Goods Sold
|
|
|
|
|
|
$
|
2.3
|
|
|
$
|
1.3
|
|
|
$
|
1,198.0
|
|
|
$
|
3.0
|
|
Fixed-to-fixed cross-currency swap
|
|
Other Income (Expense), net
|
|
|
|
|
|
10.1
|
|
|
3.7
|
|
|
1.2
|
|
|
1.7
|
|
Variable-to-fixed interest rate swap
|
|
Interest Expense
|
|
|
|
|
|
(4.2)
|
|
|
(2.0)
|
|
|
(51.1)
|
|
|
(13.8)
|
|
See Note 12 - Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (AOCI) for amounts recognized in other comprehensive income (loss) during the three months ended March 31, 2021 and 2020.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes the amount and location of gains and losses recognized in the Condensed Consolidated Statements of Operations for those derivative instruments not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized During
|
|
Total of Financial
|
|
|
Location of Gain (Loss)
|
|
|
|
Three Months Ended
|
|
Statement Line
|
|
|
Recognized in
|
|
|
|
March 31,
|
|
Item
|
|
|
Net Income
|
|
|
|
|
|
2021
|
|
2020
|
|
2021
|
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency forward contracts
|
|
Cost of Goods Sold
|
|
|
|
|
|
$
|
—
|
|
|
$
|
(8.4)
|
|
|
$
|
1,198.0
|
|
Currency forward contracts
|
|
Other Income (Expense), net
|
|
|
|
|
|
(0.1)
|
|
|
(0.4)
|
|
|
1.2
|
|
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. FAIR VALUE
ASC 820 - Fair Value Measurement defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The definition is based on an exit price rather than an entry price, regardless of whether the entity plans to hold or sell the asset. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows:
•Level 1: Observable inputs such as quoted prices in active markets;
•Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
•Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Financial instruments The estimated fair value of our financial assets and liabilities that are recognized at fair value on a recurring basis, using available market information and other observable data, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
|
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|
Input
|
|
|
(in millions)
|
|
|
Balance Sheet Classification
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
227.6
|
|
|
$
|
227.6
|
|
|
$
|
206.7
|
|
|
$
|
206.7
|
|
|
Level 1
|
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges - currency forward contracts
|
|
3.5
|
|
|
3.5
|
|
|
5.8
|
|
|
5.8
|
|
|
Level 2
|
Cash flow hedges - variable-to-fixed interest rate swap
|
|
4.0
|
|
|
4.0
|
|
|
4.9
|
|
|
4.9
|
|
|
Level 2
|
Nondesignated - currency forward contracts
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
Level 2
|
|
|
|
|
|
|
|
|
|
|
|
Other assets and deferred charges
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges - currency forward contracts
|
|
1.6
|
|
|
1.6
|
|
|
3.3
|
|
|
3.3
|
|
|
Level 2
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges - variable-to-fixed interest rate swap
|
|
6.3
|
|
|
6.3
|
|
|
8.6
|
|
|
8.6
|
|
|
Level 2
|
Accrued expenses and other
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges - currency forward contracts
|
|
0.5
|
|
|
0.5
|
|
|
0.1
|
|
|
0.1
|
|
|
Level 2
|
Cash flow hedges - variable-to-fixed interest rate swap
|
|
15.3
|
|
|
15.3
|
|
|
17.8
|
|
|
17.8
|
|
|
Level 2
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement benefits and other long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges - currency forward contracts
|
|
0.5
|
|
|
0.5
|
|
|
0.1
|
|
|
0.1
|
|
|
Level 2
|
Cash flow hedges - fixed-to-fixed cross-currency swap
|
|
11.2
|
|
|
11.2
|
|
|
20.6
|
|
|
20.6
|
|
|
Level 2
|
Cash flow hedges - variable-to-fixed interest rate swap
|
|
25.5
|
|
|
25.5
|
|
|
32.1
|
|
|
32.1
|
|
|
Level 2
|
The carrying values of our cash, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments. The carrying values of our borrowings under the foreign credit facilities approximate their fair value due to the frequent resetting of the interest rates.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
We estimated the fair value of the amounts outstanding on our debt using available market information and other observable data, to be as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
|
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|
Input
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving Credit Facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Level 2
|
Term Loan A Facility due 2024
|
|
318.8
|
|
|
316.8
|
|
|
323.0
|
|
|
318.6
|
|
|
Level 2
|
Term Loan B Facility due 2024
|
|
988.8
|
|
|
980.2
|
|
|
1,088.8
|
|
|
1,071.1
|
|
|
Level 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.875% Notes due 2028
|
|
400.0
|
|
|
416.0
|
|
|
400.0
|
|
|
426.0
|
|
|
Level 2
|
|
|
|
|
|
|
|
|
|
|
|
6.50% Notes due 2027
|
|
500.0
|
|
|
516.3
|
|
|
500.0
|
|
|
523.8
|
|
|
Level 2
|
6.25% Notes due 2026
|
|
400.0
|
|
|
408.0
|
|
|
400.0
|
|
|
411.0
|
|
|
Level 2
|
6.25% Notes due 2025
|
|
700.0
|
|
|
721.0
|
|
|
700.0
|
|
|
724.3
|
|
|
Level 2
|
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. EMPLOYEE BENEFIT PLANS
The components of net periodic benefit cost (credit) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
|
Three Months Ended
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
|
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Interest cost
|
|
|
|
|
|
4.3
|
|
|
5.4
|
|
Expected asset return
|
|
|
|
|
|
(9.7)
|
|
|
(9.6)
|
|
Amortized loss
|
|
|
|
|
|
2.7
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit credit
|
|
|
|
|
|
$
|
(2.2)
|
|
|
$
|
(1.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement Benefits
|
|
|
|
|
Three Months Ended
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
|
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
|
|
|
|
|
2.1
|
|
|
2.6
|
|
Amortized loss
|
|
|
|
|
|
0.4
|
|
|
0.2
|
|
Amortized prior service credit
|
|
|
|
|
|
(0.4)
|
|
|
(0.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
|
|
|
|
$
|
2.2
|
|
|
$
|
2.5
|
|
The noncurrent liabilities associated with our pension and other postretirement benefit plans are classified as Postretirement benefits and other long-term liabilities on our Condensed Consolidated Balance Sheets. As of March 31, 2021 and December 31, 2020, we have a noncurrent pension liability of $134.5 million and $141.2 million, respectively. As of March 31, 2021 and December 31, 2020, we have a noncurrent other postretirement benefits liability of $554.2 million and $556.7 million, respectively.
Due to the availability of our pre-funded pension balances (previous contributions in excess of prior required pension contributions), we expect our regulatory pension funding requirements in 2021 to be less than $1 million. We expect our cash payments for other postretirement benefit obligations in 2021, net of GM cost sharing, to be approximately $17 million.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. PRODUCT WARRANTIES
We record a liability for estimated warranty obligations at the dates our products are sold. These estimates are established using sales volumes and internal and external warranty data where there is no payment history and historical information about the average cost of warranty claims for customers with prior claims. We estimate our costs based on the contractual arrangements with our customers, existing customer warranty terms and internal and external warranty data, which includes a determination of our warranty claims and actions taken to improve product quality and minimize warranty claims. We continuously evaluate these estimates and our customers' administration of their warranty programs. We monitor actual warranty claim data and adjust the liability, as necessary, on a quarterly basis.
The following table provides a reconciliation of changes in the product warranty liability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
|
|
|
|
$
|
66.7
|
|
|
$
|
62.0
|
|
Accruals
|
|
|
|
|
|
4.3
|
|
|
4.2
|
|
Payments
|
|
|
|
|
|
(0.8)
|
|
|
(1.3)
|
|
Adjustment to prior period accruals
|
|
|
|
|
|
(0.7)
|
|
|
(0.1)
|
|
Foreign currency translation
|
|
|
|
|
|
(0.4)
|
|
|
(0.6)
|
|
Ending balance
|
|
|
|
|
|
$
|
69.1
|
|
|
$
|
64.2
|
|
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. INCOME TAXES
We adjust our effective tax rate each quarter based on our estimated annual effective tax rate. We also record the tax impact of certain discrete, unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effects of changes in tax laws or rates on deferred tax balances, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year or a year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.
Income tax expense was $8.8 million for the three months ended March 31, 2021, an effective income tax rate of 18.6%, as compared to income tax expense of $3.3 million for the three months ended March 31, 2020, an effective income tax rate of (0.7)%.
During the three months ended March 31, 2020, we recognized a net tax benefit of approximately $7.5 million related to our ability to carry back losses from prior years under the CARES Act. This income tax benefit was the result of our ability to carry back losses to tax years with the higher 35% corporate income tax rate.
Our effective income tax rate for the three months ended March 31, 2021 varies from our effective income tax rate for the three months ended March 31, 2020 primarily as a result of the impact of the goodwill impairment charge recorded during the first quarter of 2020, which had no corresponding income tax benefit. For the three months ended March 31, 2021 and 2020, our effective income tax rates vary from the U.S. federal statutory rate of 21% primarily due to favorable foreign tax rates, the impact of tax credits, and the effect of the goodwill impairment charge in the first quarter of 2020.
In accordance with the guidance in ASC 740 - Income Taxes, we review the likelihood that we will realize the benefit of deferred tax assets and estimate whether recoverability of our deferred tax assets is "more likely than not" based on the available evidence. Due to the uncertainty associated with the extent and ultimate impact of COVID-19 and the semiconductor shortage on global automotive production volumes, we may experience lower than projected earnings in certain jurisdictions in future periods, and it is reasonably possible that changes in valuation allowances could be recognized in the next twelve months as a result.
We operate in multiple jurisdictions throughout the world and the income tax returns of several subsidiaries in various tax jurisdictions are currently under examination. We are currently under a U.S. federal income tax examination for the years 2015 through 2018. Generally, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to 2013.
Based on the status of ongoing tax audits, and the protocol of finalizing audits by the relevant tax authorities, it is not possible to estimate the impact of changes, if any, to previously recorded uncertain tax positions. We will continue to monitor the progress and conclusions of all ongoing audits and other communications with tax authorities, and will adjust our estimated liability as necessary. As of March 31, 2021 and December 31, 2020, we have recorded a liability for unrecognized income tax benefits and related interest and penalties of $22.4 million and $22.2 million, respectively.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. EARNINGS (LOSS) PER SHARE (EPS)
We present EPS using the two-class method. This method allocates undistributed earnings between common shares and non-vested share based payment awards that entitle the holder to non-forfeitable dividend rights. Our participating securities include non-vested restricted stock units.
The following table sets forth the computation of our basic and diluted EPS available to shareholders of common stock (excluding participating securities):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
(in millions, except per share data)
|
Numerator
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to AAM
|
|
|
|
|
|
$
|
38.6
|
|
|
$
|
(501.3)
|
|
Less: Net income attributable to participating securities
|
|
|
|
|
|
(1.6)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common shareholders - Basic and Dilutive
|
|
|
|
|
|
$
|
37.0
|
|
|
$
|
(501.3)
|
|
|
|
|
|
|
|
|
|
|
Denominators
|
|
|
|
|
|
|
|
|
Basic common shares outstanding -
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
118.3
|
|
|
116.4
|
|
Less: Participating securities
|
|
|
|
|
|
(4.8)
|
|
|
(3.7)
|
|
Weighted-average common shares outstanding
|
|
|
|
|
|
113.5
|
|
|
112.7
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities -
|
|
|
|
|
|
|
|
|
Dilutive stock-based compensation
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Diluted shares outstanding -
|
|
|
|
|
|
|
|
|
Adjusted weighted-average shares after assumed conversions
|
|
|
|
|
|
113.5
|
|
|
112.7
|
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
|
|
|
|
|
$
|
0.33
|
|
|
$
|
(4.45)
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
|
|
|
$
|
0.33
|
|
|
$
|
(4.45)
|
|
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)
Reclassification adjustments and other activity impacting accumulated other comprehensive income (loss) during the three months ended March 31, 2021 and March 31, 2020 are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit Plans
|
|
Foreign Currency Translation Adjustments
|
|
Unrecognized Gain (Loss) on Cash Flow Hedges
|
|
Total
|
|
Balance at December 31, 2020
|
$
|
(311.0)
|
|
|
$
|
(101.1)
|
|
|
$
|
(20.1)
|
|
|
$
|
(432.2)
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(11.5)
|
|
|
9.2
|
|
|
(2.3)
|
|
|
|
|
|
|
|
|
|
|
|
Income tax effect of other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
(2.5)
|
|
|
(2.5)
|
|
|
|
|
|
|
|
|
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
2.7
|
|
(a)
|
0.5
|
|
|
(8.2)
|
|
(b)
|
(5.0)
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes reclassified into net income
|
(0.6)
|
|
|
—
|
|
|
1.2
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
Net change in accumulated other comprehensive loss
|
2.1
|
|
|
(11.0)
|
|
|
(0.3)
|
|
|
(9.2)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2021
|
$
|
(308.9)
|
|
|
$
|
(112.1)
|
|
|
$
|
(20.4)
|
|
|
$
|
(441.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit Plans
|
|
Foreign Currency Translation Adjustments
|
|
Unrecognized Gain (Loss) on Cash Flow Hedges
|
|
Total
|
|
Balance at December 31, 2019
|
$
|
(259.9)
|
|
|
$
|
(101.2)
|
|
|
$
|
(15.7)
|
|
|
$
|
(376.8)
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(48.5)
|
|
|
(34.0)
|
|
|
(82.5)
|
|
|
|
|
|
|
|
|
|
|
|
Income tax effect of other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
1.9
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
2.0
|
|
(a)
|
—
|
|
|
(3.0)
|
|
(b)
|
(1.0)
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes reclassified into net income
|
(0.4)
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Net change in accumulated other comprehensive loss
|
1.6
|
|
|
(48.5)
|
|
|
(34.7)
|
|
|
(81.6)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2020
|
$
|
(258.3)
|
|
|
$
|
(149.7)
|
|
|
$
|
(50.4)
|
|
|
$
|
(458.4)
|
|
|
|
|
|
|
|
(a)
|
These amounts were reclassified from AOCI to Other income (expense), net for the three months ended March 31, 2021 and March 31, 2020.
|
|
|
(b)
|
The amounts reclassified from AOCI included $(2.3) million in cost of goods sold (COGS), $4.2 million in interest expense and $(10.1) million in Other income (expense), net for the three months ended March 31, 2021 and $(1.3) million in COGS, $2.0 million in interest expense and $(3.7) million in Other income (expense), net for the three months ended March 31, 2020.
|
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. REVENUE FROM CONTRACTS WITH CUSTOMERS
Net sales recognized from contracts with customers, disaggregated by segment and geographical location, are presented in the following table for the three months ended March 31, 2021 and 2020. Net sales are attributed to regions based on the location of production. Intersegment sales have been excluded from the table.
In the first quarter of 2021, we reorganized our segments and moved certain of our Driveline facilities to our Metal Forming segment. The amounts previously reported in the tables below for the three months ended March 31 2020 have been retroactively restated to reflect this change.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021
|
|
|
Driveline
|
|
Metal Forming
|
|
|
|
Total
|
North America
|
|
$
|
773.8
|
|
|
$
|
320.4
|
|
|
|
|
$
|
1,094.2
|
|
Asia
|
|
121.2
|
|
|
12.8
|
|
|
|
|
134.0
|
|
Europe
|
|
110.0
|
|
|
64.2
|
|
|
|
|
174.2
|
|
South America
|
|
20.0
|
|
|
2.7
|
|
|
|
|
22.7
|
|
Total
|
|
$
|
1,025.0
|
|
|
$
|
400.1
|
|
|
|
|
$
|
1,425.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2020
|
|
|
Driveline
|
|
Metal Forming
|
|
|
|
Total
|
North America
|
|
$
|
725.1
|
|
|
$
|
327.8
|
|
|
|
|
$
|
1,052.9
|
|
Asia
|
|
103.1
|
|
|
6.1
|
|
|
|
|
109.2
|
|
Europe
|
|
98.9
|
|
|
61.2
|
|
|
|
|
160.1
|
|
South America
|
|
18.7
|
|
|
2.6
|
|
|
|
|
21.3
|
|
Total
|
|
$
|
945.8
|
|
|
$
|
397.7
|
|
|
|
|
$
|
1,343.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Assets and Liabilities
The following table summarizes our beginning and ending balances for accounts receivable and contract liabilities associated with our contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable, Net
|
Contract Liabilities (Current)
|
Contract Liabilities (Long-term)
|
December 31, 2020
|
$
|
793.2
|
|
$
|
23.4
|
|
$
|
91.0
|
|
March 31, 2021
|
852.8
|
|
23.2
|
|
93.0
|
|
Increase/(decrease)
|
$
|
59.6
|
|
$
|
(0.2)
|
|
$
|
2.0
|
|
Contract liabilities relate to deferred revenue associated with various settlements and commercial agreements for which we have a future performance obligation to the customer. We recognize this deferred revenue into revenue over the life of the associated program as we satisfy our performance obligations to the customer. We do not have contract assets as defined in ASC 606. During the three months ended March 31, 2021, we amortized $5.0 million of previously recorded contract liabilities into revenue as we satisfied performance obligations with our customers.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. MANUFACTURING FACILITY FIRE AND INSURANCE RECOVERY
On September 22, 2020, a significant industrial fire occurred at our Malvern Manufacturing Facility in Ohio (Malvern Fire). All associates were evacuated safely and without injury. We continue to focus on managing this disruption and protecting continuity of supply to our customers, including utilizing production capacity and resources at other AAM facilities.
Our insurance policies are expected to cover the repair, replacement or actual cash value of the assets that incurred loss or damage, less our applicable deductible of $1.0 million. In addition, our insurance policies are expected to provide coverage for interruption to our business, including lost or reduced profits and reimbursement for certain expenses and costs that are incurred relating to the fire. In the three months ended March 31, 2021, we recorded $8.3 million of charges primarily related to transportation and freight, asset repairs and other costs incurred to resume or relocate operations and ensure continuity of supply to our customers. We also recorded an estimated insurance recovery of $7.1 million and received advances under our insurance policies of $11.4 million in the three months ended March 31, 2021. This resulted in a net pre-tax impact to our Condensed Consolidated Statement of Operations of approximately $1.2 million in Cost of goods sold for the three months ended March 31, 2021. At March 31, 2021, $38.8 million of insurance recovery receivable is included in Prepaid expenses and other in our Condensed Consolidated Balance Sheet.
In the fourth quarter of 2020, we determined that we will cease production at the Malvern Manufacturing Facility and relocate production capacity to other AAM manufacturing facilities during 2021. As such, we cannot estimate the total claim eligible costs that we will incur as a result of the Malvern Fire and the associated relocation of production capacity to other AAM manufacturing facilities. At March 31, 2021, we have estimated the amount of expected insurance proceeds recoverable in consideration of the policy provisions, carrying amount of the PP&E that was written-down, and claim eligible expenses incurred from the date of the fire. We expect the claim settlement process to continue through 2021, however, based on the provisions of the policy the process could continue into 2022. We will update our estimates as additional information becomes available, however, the actual impact on our results of operations, financial position or cash flows, or the timing of such impact, could differ from our estimates.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. SEGMENT REPORTING
Our business is organized into Driveline and Metal Forming segments, with each representing a reportable segment under ASC 280 Segment Reporting. In the first quarter of 2021, we completed a reorganization of our segments, which included moving certain locations that were previously reported under our Driveline segment to our Metal Forming segment in order to better align our product and process technologies. The amounts in the tables below for the three months ended March 31, 2020 have been retrospectively restated to reflect this reorganization.
The results of each segment are regularly reviewed by the chief operating decision maker to assess the performance of the segment and make decisions regarding the allocation of resources to the segments.
Our product offerings by segment are as follows:
•Driveline products consist primarily of front and rear axles, driveshafts, differential assemblies, clutch modules, balance shaft systems, disconnecting driveline technology, and electric and hybrid driveline products and systems for light trucks, sport utility vehicles (SUVs), crossover vehicles, passenger cars and commercial vehicles; and
•Metal Forming products consist primarily of axle and transmission shafts, ring and pinion gears, differential gears and assemblies, connecting rods and variable valve timing products for Original Equipment Manufacturers and Tier 1 automotive suppliers.
We use Segment Adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. We define EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Segment Adjusted EBITDA is defined as EBITDA for our reportable segments excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, loss on the sale of a business, impairment charges, pension settlements and non-recurring items.
The following tables represent information by reportable segment for the three months ended March 31, 2021 and 2020 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021
|
|
|
Driveline
|
|
Metal Forming
|
|
|
|
|
|
Total
|
Sales
|
|
$
|
1,026.1
|
|
|
$
|
489.3
|
|
|
|
|
|
|
$
|
1,515.4
|
|
Less: intersegment sales
|
|
1.1
|
|
|
89.2
|
|
|
|
|
|
|
90.3
|
|
Net external sales
|
|
$
|
1,025.0
|
|
|
$
|
400.1
|
|
|
|
|
|
|
$
|
1,425.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA
|
|
$
|
170.5
|
|
|
$
|
92.4
|
|
|
|
|
|
|
$
|
262.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2020
|
|
|
Driveline
|
|
Metal Forming
|
|
|
|
|
|
Total
|
Sales
|
|
$
|
945.9
|
|
|
$
|
482.1
|
|
|
|
|
|
|
$
|
1,428.0
|
|
Less: intersegment sales
|
|
0.1
|
|
|
84.4
|
|
|
|
|
|
|
84.5
|
|
Net external sales
|
|
$
|
945.8
|
|
|
$
|
397.7
|
|
|
|
|
|
|
$
|
1,343.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA
|
|
$
|
134.5
|
|
|
$
|
78.8
|
|
|
|
|
|
|
$
|
213.3
|
|
|
|
|
|
|
|
|
|
|
|
|
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table represents a reconciliation of Total Segment Adjusted EBITDA to consolidated income (loss) before income taxes for the three months ended March 31, 2021 and 2020 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
2021
|
|
2020
|
Total segment adjusted EBITDA
|
|
|
|
|
$
|
262.9
|
|
|
$
|
213.3
|
|
Interest expense
|
|
|
|
|
(51.1)
|
|
|
(51.5)
|
|
Depreciation and amortization
|
|
|
|
|
(142.0)
|
|
|
(129.6)
|
|
Restructuring and acquisition-related costs
|
|
|
|
|
(17.5)
|
|
|
(17.6)
|
|
|
|
|
|
|
|
|
|
Loss on sale of business
|
|
|
|
|
(2.6)
|
|
|
(1.0)
|
|
|
|
|
|
|
|
|
|
Debt refinancing and redemption costs
|
|
|
|
|
(1.1)
|
|
|
(1.5)
|
|
Impairment charges
|
|
|
|
|
—
|
|
|
(510.0)
|
|
Non-recurring items:
|
|
|
|
|
|
|
|
Malvern Fire charges, net of recoveries
|
|
|
|
|
(1.2)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
|
|
$
|
47.4
|
|
|
$
|
(497.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|