American Axle & Manufacturing (AXL) - 2024 Q1 - Quarterly Report

FORM 10-Q Filing Information This section provides the basic identification details for American Axle & Manufacturing Holdings, Inc. (AAM), confirming its status as a large accelerated filer and its common stock listing on the New York Stock Exchange Registrant Information This section provides the basic identification details for American Axle & Manufacturing Holdings, Inc. (AAM), confirming its status as a large accelerated filer and its common stock listing on the New York Stock Exchange - Registrant: AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.[2] - Filing Type: Quarterly Report on Form 10-Q for the period ended March 31, 2024[1] - Filer Status: Large accelerated filer[3] Common Stock Details | Title of each class | Trading Symbol | Name of each exchange on which registered | | :------------------ | :------------- | :---------------------------------------- | | Common Stock, par value $0.01 per share | AXL | New York Stock Exchange | - Outstanding Shares (as of April 30, 2024): 117,553,022 shares[4] Forward-Looking Statements This section outlines the nature of forward-looking statements, emphasizing their inherent risks and uncertainties Nature of Forward-Looking Statements This section clarifies that the report contains forward-looking statements regarding future expectations, beliefs, plans, and performance, identified by terms like 'will,' 'may,' 'expect,' and 'anticipate.' These statements are not guarantees and are subject to various risks and uncertainties - Forward-looking statements relate to expectations, beliefs, plans, objectives, goals, strategies, and future events or performance[7] - Identified by terms such as 'will,' 'may,' 'could,' 'would,' 'plan,' 'believe,' 'expect,' 'anticipate,' 'intend,' 'project,' 'target,' and similar expressions[7] - Not guarantees of future performance and are subject to risks that may cause actual results to differ materially[8] Key Risk Factors AAM highlights numerous factors that could materially affect its future financial position and operating results, including global economic conditions, customer purchasing patterns, technological changes, supply chain disruptions, and the transition to electric vehicles - Global economic conditions, including inflation, recession, or slower growth[9] - Reduced purchases by major customers (GM, Stellantis, Ford)[9] - Ability to respond to technology changes, increased competition, or pricing pressures[9] - Risks inherent in global operations (tariffs, trade agreements, supply shortages, labor costs)[9] - Risks in transitioning business from internal combustion engine to electric vehicle products[9] - Risks related to IT systems, cyber attacks, and data disruptions[9] - Liabilities from warranty claims, product recalls, and legal proceedings[9] - Ability to achieve cost reductions and recover certain cost increases from customers[9] Part I. Financial Information This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements for American Axle & Manufacturing Holdings, Inc. for the quarter ended March 31, 2024, including statements of operations, comprehensive income, balance sheets, cash flows, and stockholders' equity, along with detailed notes Condensed Consolidated Statements of Operations This statement details the company's revenues, expenses, and net income for the quarter, showing a shift from loss to profit Condensed Consolidated Statements of Operations (Three Months Ended March 31) | Metric | March 31, 2024 (in millions) | March 31, 2023 (in millions) | | :-------------------------------------- | :--------------------------- | :--------------------------- | | Net sales | $1,606.9 | $1,493.9 | | Cost of goods sold | $1,408.4 | $1,333.3 | | Gross profit | $198.5 | $160.6 | | Selling, general and administrative expenses | $98.3 | $98.3 | | Amortization of intangible assets | $20.7 | $21.4 | | Restructuring and acquisition-related costs | $2.5 | $4.8 | | Operating income | $77.0 | $36.1 | | Interest expense | $(49.0) | $(50.5) | | Interest income | $8.3 | $5.9 | | Income (loss) before income taxes | $36.4 | $(5.1) | | Income tax expense | $15.9 | $0.0 | | Net income (loss) | $20.5 | $(5.1) | | Basic earnings (loss) per share | $0.17 | $(0.04) | | Diluted earnings (loss) per share | $0.17 | $(0.04) | - Net sales increased by $113.0 million (7.6%) YoY[13] - Gross profit increased by $37.9 million (23.6%) YoY[13] - Operating income more than doubled, from $36.1 million to $77.0 million YoY[13] - Shift from net loss of $5.1 million to net income of $20.5 million YoY[13] - Basic and Diluted EPS improved from a loss of $0.04 to earnings of $0.17 per share YoY[13] Condensed Consolidated Statements of Comprehensive Income This statement presents net income alongside other comprehensive income items, such as foreign currency adjustments Condensed Consolidated Statements of Comprehensive Income (Three Months Ended March 31) | Metric | March 31, 2024 (in millions) | March 31, 2023 (in millions) | | :-------------------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $20.5 | $(5.1) | | Other comprehensive income (loss): | | | | Defined benefit plans, net of tax | $(0.6) | $(0.7) | | Foreign currency translation adjustments | $(15.3) | $8.8 | | Changes in cash flow hedges, net of tax | $10.8 | $2.5 | | Total other comprehensive income (loss) | $(5.1) | $10.6 | | Comprehensive income | $15.4 | $5.5 | - Comprehensive income increased from $5.5 million to $15.4 million YoY[15] - Foreign currency translation adjustments shifted from a gain of $8.8 million to a loss of $15.3 million YoY[15] Condensed Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and equity at the end of the reporting period Condensed Consolidated Balance Sheets (as of March 31, 2024 and December 31, 2023) | Asset/Liability/Equity | March 31, 2024 (in millions) | December 31, 2023 (in millions) | | :-------------------------------------- | :--------------------------- | :------------------------------ | | Assets | | | | Total current assets | $2,093.2 | $2,006.6 | | Property, plant and equipment, net | $1,700.3 | $1,760.9 | | Goodwill | $181.4 | $182.1 | | Other intangible assets, net | $512.2 | $532.8 | | Total assets | $5,371.1 | $5,356.3 | | Liabilities | | | | Total current liabilities | $1,235.6 | $1,201.6 | | Long-term debt, net | $2,735.0 | $2,751.9 | | Total liabilities | $4,749.7 | $4,751.4 | | Stockholders' Equity | | | | Total stockholders' equity | $621.4 | $604.9 | | Total liabilities and stockholders' equity | $5,371.1 | $5,356.3 | - Total assets increased slightly to $5,371.1 million from $5,356.3 million[17] - Total current assets increased by $86.6 million, driven by a $142.0 million increase in accounts receivable[17] - Long-term debt, net decreased by $16.9 million[17] - Total stockholders' equity increased by $16.5 million[17] Condensed Consolidated Statements of Cash Flows This statement summarizes cash inflows and outflows from operating, investing, and financing activities for the quarter Condensed Consolidated Statements of Cash Flows (Three Months Ended March 31) | Cash Flow Activity | March 31, 2024 (in millions) | March 31, 2023 (in millions) | | :-------------------------------------- | :--------------------------- | :--------------------------- | | Net cash provided by operating activities | $17.8 | $32.1 | | Net cash used in investing activities | $(48.2) | $(30.5) | | Net cash used in financing activities | $(16.0) | $(49.1) | | Effect of exchange rate changes on cash | $(3.7) | $1.7 | | Net decrease in cash and cash equivalents | $(50.1) | $(45.8) | | Cash and cash equivalents at end of period | $469.8 | $465.7 | | Interest paid | $47.8 | $41.6 | | Income taxes paid, net | $11.5 | $26.0 | - Net cash from operating activities decreased to $17.8 million from $32.1 million YoY[18] - Net cash used in investing activities increased to $48.2 million from $30.5 million YoY, primarily due to lower insurance claim proceeds in 2024[18] - Net cash used in financing activities decreased to $16.0 million from $49.1 million YoY[18] - Cash and cash equivalents at period end were $469.8 million, a slight increase from $465.7 million in the prior year[18] Condensed Consolidated Statements of Stockholders' Equity This statement details changes in stockholders' equity, including net income and other comprehensive income Condensed Consolidated Statements of Stockholders' Equity (Three Months Ended March 31) | Metric | Balance at Jan 1, 2024 (in millions) | Net Income (in millions) | Stock-based Compensation (in millions) | Purchase of Treasury Stock (in millions) | Changes in Cash Flow Hedges (in millions) | Foreign Currency Translation Adjustments (in millions) | Defined Benefit Plans, net (in millions) | Balance at Mar 31, 2024 (in millions) | | :-------------------------------------- | :----------------------------------- | :----------------------- | :------------------------------------- | :--------------------------------------- | :---------------------------------------- | :----------------------------------------------------- | :--------------------------------------- | :------------------------------------ | | Common Stock Par Value | $1.3 | — | — | — | — | — | — | $1.3 | | Paid-in Capital | $1,382.6 | — | $3.8 | — | — | — | — | $1,386.4 | | Retained Earnings (Accumulated Deficit) | $(283.2) | $20.5 | — | — | — | — | — | $(262.7) | | Treasury Stock | $(232.9) | — | — | $(2.7) | — | — | — | $(235.6) | | Accumulated Other Comprehensive Income (Loss) | $(262.9) | — | — | — | $10.8 | $(15.3) | $(0.6) | $(268.0) | | Total Stockholders' Equity | $604.9 | $20.5 | $3.8 | $(2.7) | $10.8 | $(15.3) | $(0.6) | $621.4 | - Total stockholders' equity increased from $604.9 million at January 1, 2024, to $621.4 million at March 31, 2024[20] - Accumulated deficit improved from $(283.2) million to $(262.7) million due to net income[20] - Foreign currency translation adjustments negatively impacted AOCI by $(15.3) million[20] Notes to Condensed Consolidated Financial Statements These notes provide detailed explanations and disclosures supporting the condensed consolidated financial statements 1. Organization and Basis of Presentation AAM is a global Tier 1 automotive and mobility supplier specializing in Driveline and Metal Forming technologies. The interim financial statements are unaudited and prepared in accordance with Form 10-Q, reflecting normal recurring adjustments and estimates. The company adopted ASU 2023-07 for annual segment disclosures in 2024 and is assessing the impact of ASU 2023-09 and new SEC climate-related disclosure rules - AAM designs, engineers, and manufactures Driveline and Metal Forming technologies for electric, hybrid, and internal combustion vehicles[23] - Interim condensed consolidated financial statements are unaudited and include all normal recurring adjustments[23] - Adopted ASU 2023-07 (Improvements to Reportable Segment Disclosures) retrospectively for annual requirements on January 1, 2024; interim requirements effective January 1, 2025[25] - Assessing impact of ASU 2023-09 (Improvements to Income Tax Disclosures) and SEC's climate-related disclosure rule, both effective in future fiscal years[26][29] 2. Inventories AAM values its inventories at the lower of cost or net realizable value using the first-in first-out method. Inventory valuation reserves are recorded for excess, obsolete, or unsaleable items - Inventories are stated at the lower of cost or net realizable value, using the first-in first-out (FIFO) method[32] Inventories, Net (in millions) | Category | March 31, 2024 | December 31, 2023 | | :--------------------------- | :------------- | :---------------- | | Raw materials and work-in-progress | $413.2 | $411.5 | | Finished goods | $96.6 | $103.5 | | Gross inventories | $509.8 | $515.0 | | Inventory valuation reserves | $(33.0) | $(32.1) | | Inventories, net | $476.8 | $482.9 | - Net inventories decreased by $6.1 million from December 31, 2023, to March 31, 2024[33] 3. Goodwill and Intangible Assets AAM's goodwill, primarily attributable to the Driveline reporting unit, remained stable at $181.4 million as of March 31, 2024, after a foreign currency translation adjustment. Other intangible assets, subject to amortization, decreased slightly to $512.2 million, with estimated annual amortization expense of $80-85 million through 2028 Goodwill Reconciliation (in millions) | Metric | Consolidated | | :--------------------------- | :----------- | | Balance at December 31, 2023 | $182.1 | | Foreign currency translation | $(0.7) | | Balance at March 31, 2024 | $181.4 | - All remaining goodwill is attributable to the Driveline reporting unit[37] Other Intangible Assets, Net (in millions) | Category | March 31, 2024 Net Carrying Amount | December 31, 2023 Net Carrying Amount | | :--------------------------- | :--------------------------------- | :---------------------------------- | | Capitalized computer software | $4.2 | $5.0 | | Customer platforms | $412.2 | $428.0 | | Customer relationships | $29.1 | $29.9 | | Technology and other | $66.7 | $69.9 | | Total | $512.2 | $532.8 | - Amortization expense for intangible assets was $20.7 million for Q1 2024, down from $21.4 million for Q1 2023[38] - Estimated annual amortization expense for 2024-2028 is $80 million to $85 million per year[38] 4. Long-Term Debt AAM's total debt decreased slightly to $2,800.6 million as of March 31, 2024, from $2,811.7 million at year-end 2023. The company has significant liquidity with $892.3 million available under its Revolving Credit Facility and has prepaid principal on its Term Loan A and B Facilities, satisfying obligations through 2024 and 2026, respectively. The weighted-average interest rate remained at 7.1% Long-Term Debt (in millions) | Debt Type | March 31, 2024 | December 31, 2023 | | :--------------------------- | :------------- | :---------------- | | Term Loan A Facility | $484.3 | $484.3 | | Term Loan B Facility | $648.0 | $648.0 | | 6.875% Notes due 2028 | $400.0 | $400.0 | | 6.50% Notes due 2027 | $500.0 | $500.0 | | 6.25% Notes due 2026 | $125.9 | $127.6 | | 5.00% Notes due 2029 | $600.0 | $600.0 | | Foreign credit facilities and other | $42.4 | $51.8 | | Total debt | $2,800.6 | $2,811.7 | | Less: Current portion of long-term debt | $25.0 | $17.0 | | Long-term debt, net | $2,735.0 | $2,751.9 | - Total debt decreased by $11.1 million from December 31, 2023, to March 31, 2024[41] - Available borrowings under Revolving Credit Facility: $892.3 million at March 31, 2024[41] - Prepaid $19.5 million on Term Loan A (satisfies through 2024) and $18.6 million on Term Loan B (satisfies through 2026)[42] - Weighted-average interest rate of long-term debt: 7.1% at both March 31, 2024, and December 31, 2023[43] 5. Derivatives AAM uses derivative instruments, including foreign currency forward contracts and interest rate swaps, to manage exposure to currency exchange rates and interest rate fluctuations, not for speculative purposes. The notional amount of currency forward contracts increased to $227.3 million, and variable-to-fixed interest rate swaps hedge $700.0 million of debt - Uses foreign currency forward contracts to reduce effects of exchange rate fluctuations on payroll and inventory purchases[46] - Currency forward contracts notional amount: $227.3 million at March 31, 2024 (up from $206.9 million at Dec 31, 2023)[46] - Utilizes a fixed-to-fixed cross-currency swap (€200.0 million notional) to hedge Euro-based intercompany loans through Q2 2024[47] - Entered variable-to-fixed interest rate swaps in 2023 to reduce interest payment variability on variable rate debt[48] - Variable-to-fixed interest rate swaps notional amount: $700.0 million at March 31, 2024[48] Reclassification of Pre-Tax Derivative Gains and Losses into Net Income (Three Months Ended March 31, 2024) | Derivative Type | Location of Gain (Loss) Reclassified | Gain Reclassified (in millions) | | :--------------------------- | :----------------------------------- | :------------------------------ | | Currency forward contracts | Cost of Goods Sold | $4.7 | | Fixed-to-fixed cross-currency swap | Other Income (Expense), net | $5.0 | | Variable-to-fixed interest rate swap | Interest Expense | $0.3 | 6. Fair Value AAM measures financial instruments at fair value using a hierarchy (Level 1, 2, 3 inputs). Cash equivalents and equity securities are Level 1, while cash flow hedges and debt instruments are Level 2. The fair value of long-term debt is generally close to its carrying amount, with some variations - Fair value hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), Level 3 (unobservable inputs)[54] Financial Instruments Measured at Fair Value (in millions) | Balance Sheet Classification | March 31, 2024 Fair Value | December 31, 2023 Fair Value | Input Level | | :-------------------------------------- | :-------------------------- | :--------------------------- | :---------- | | Cash equivalents | $222.2 | $328.3 | Level 1 | | Cash flow hedges - currency forward contracts | $17.0 | $15.9 | Level 2 | | Nondesignated - currency forward contracts | $1.0 | $0.8 | Level 2 | | Investment in equity securities | $0.9 | $0.8 | Level 1 | | Cash flow hedges - fixed-to-fixed cross-currency swap | $4.5 | $9.4 | Level 2 | | Cash flow hedges - variable-to-fixed interest rate swap | $2.0 | $5.0 | Level 2 | - Investment in REE Automotive equity securities valued at $0.9 million at March 31, 2024, with an unrealized gain of $0.1 million in Q1 2024[57][125] Fair Value of Debt (in millions) | Debt Type | March 31, 2024 Carrying Amount | March 31, 2024 Fair Value | December 31, 2023 Carrying Amount | December 31, 2023 Fair Value | Input Level | | :--------------------------- | :------------------------------- | :------------------------ | :-------------------------------- | :--------------------------- | :---------- | | Term Loan A Facility | $484.3 | $482.4 | $484.3 | $483.6 | Level 2 | | Term Loan B Facility | $648.0 | $648.8 | $648.0 | $649.6 | Level 2 | | 6.875% Notes due 2028 | $400.0 | $396.0 | $400.0 | $387.0 | Level 2 | | 6.50% Notes due 2027 | $500.0 | $495.0 | $500.0 | $501.9 | Level 2 | | 6.25% Notes due 2026 | $125.9 | $124.6 | $127.6 | $126.3 | Level 2 | | 5.00% Notes due 2029 | $600.0 | $538.5 | $600.0 | $529.5 | Level 2 | 7. Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (AOCI) This note details the reclassification adjustments from AOCI into net income, primarily related to defined benefit plans and cash flow hedges. For Q1 2024, a net change of $(5.1) million was recorded in AOCI, compared to $10.6 million in Q1 2023 Net Change in Accumulated Other Comprehensive Income (Loss) (in millions) | Metric | Defined Benefit Plans, net of tax | Foreign Currency Translation Adjustments | Unrecognized Gain (Loss) on Cash Flow Hedges, net of tax | Total | | :-------------------------------------- | :-------------------------------- | :--------------------------------------- | :------------------------------------------------------- | :------ | | Balance at December 31, 2023 | $(145.3) | $(142.3) | $24.7 | $(262.9) | | Net change in AOCI (Q1 2024) | $(0.6) | $(15.3) | $10.8 | $(5.1) | | Balance at March 31, 2024 | $(145.9) | $(157.6) | $35.5 | $(268.0) | | Net change in AOCI (Q1 2023) | $(0.7) | $8.8 | $2.5 | $10.6 | | Balance at March 31, 2023 | $(147.6) | $(140.9) | $23.7 | $(264.8) | - Amounts reclassified from AOCI into net income for Q1 2024 included $(4.7) million in COGS, $(0.3) million in interest expense, and $(5.0) million in Other income (expense), net[65] 8. Employee Benefit Plans AAM's net periodic pension benefit cost increased to $0.6 million in Q1 2024, while net periodic other postretirement benefit cost shifted to a credit of $(0.5) million. The company expects minimal regulatory pension funding and approximately $11.0 million in cash payments for other postretirement benefits in 2024 Net Periodic Benefit Cost (Credit) (Three Months Ended March 31, in millions) | Component | Pension Benefits 2024 | Pension Benefits 2023 | Other Postretirement Benefits 2024 | Other Postretirement Benefits 2023 | | :--------------------------- | :-------------------- | :-------------------- | :--------------------------------- | :--------------------------------- | | Service cost | $0.3 | $0.3 | $0.0 | $0.0 | | Interest cost | $5.8 | $6.0 | $2.1 | $2.5 | | Expected asset return | $(7.2) | $(7.2) | — | — | | Amortized loss (gain) | $1.7 | $1.0 | $(2.5) | $(2.1) | | Amortized prior service credit | — | — | $(0.1) | $(0.1) | | Net periodic benefit cost (credit) | $0.6 | $0.1 | $(0.5) | $0.3 | - Noncurrent pension liability: $72.7 million at March 31, 2024 (down from $74.7 million at Dec 31, 2023)[68] - Noncurrent other postretirement benefits liability: $268.4 million at March 31, 2024 (down from $268.9 million at Dec 31, 2023)[68] - Expected 2024 regulatory pension funding: less than $1.0 million[69] - Expected 2024 cash payments for other postretirement benefits (net of GM cost sharing): approximately $11.0 million[69] 9. Product Warranties AAM records a liability for estimated warranty obligations at the time of sale, based on sales volumes, internal/external data, and contractual terms. The warranty liability increased to $67.6 million at March 31, 2024, from $66.3 million at the beginning of the quarter - Warranty liability estimates are based on sales volumes, internal/external warranty data, and contractual arrangements[72] Product Warranty Activity (Three Months Ended March 31, in millions) | Metric | 2024 | 2023 | | :--------------------------- | :--- | :--- | | Beginning balance | $66.3 | $54.1 | | Accruals | $3.9 | $8.7 | | Payments | $(2.2) | $(1.8) | | Foreign currency translation | $(0.4) | $0.4 | | Ending balance | $67.6 | $61.4 | - Ending warranty balance increased by $1.3 million in Q1 2024[73] 10. Revenue from Contracts with Customers AAM's net sales increased by 7.6% to $1,606.9 million in Q1 2024, driven by growth in both Driveline and Metal Forming segments, particularly in North America and Europe. Contract liabilities, representing deferred revenue, decreased slightly Net Sales by Segment and Geographical Location (Three Months Ended March 31, in millions) | Region | Driveline 2024 | Metal Forming 2024 | Total 2024 | Driveline 2023 | Metal Forming 2023 | Total 2023 | | :--------------------------- | :------------- | :----------------- | :--------- | :------------- | :----------------- | :--------- | | North America | $828.0 | $345.9 | $1,173.9 | $783.0 | $328.5 | $1,111.5 | | Asia | $142.7 | $8.0 | $150.7 | $105.8 | $6.7 | $112.5 | | Europe | $121.5 | $124.3 | $245.8 | $99.8 | $122.9 | $222.7 | | South America | $14.2 | $22.3 | $36.5 | $25.2 | $22.0 | $47.2 | | Total | $1,106.4 | $500.5 | $1,606.9 | $1,013.8 | $480.1 | $1,493.9 | - Total net sales increased by $113.0 million (7.6%) YoY[77] - North America sales increased by $62.4 million (5.6%) YoY[77] - Asia sales increased by $38.2 million (33.9%) YoY[77] Contract Liabilities (in millions) | Metric | Accounts Receivable, Net | Contract Liabilities (Current) | Contract Liabilities (Longterm) | | :--------------------------- | :----------------------- | :----------------------------- | :------------------------------ | | December 31, 2023 | $818.5 | $16.6 | $70.4 | | March 31, 2024 | $960.5 | $15.0 | $69.9 | | Increase/(decrease) | $142.0 | $(1.6) | $(0.5) | - Contract liabilities (current and long-term) decreased by $2.1 million in Q1 2024[79] 11. Restructuring and Acquisition-Related Costs AAM incurred $2.5 million in restructuring and acquisition-related costs in Q1 2024, down from $4.8 million in Q1 2023. The company initiated a global restructuring program in 2024 to optimize its cost structure and expects to incur $10-20 million in total restructuring charges for 2024 - Initiated a global restructuring program in Q1 2024 to optimize cost structure, with costs expected into 2026[82] Restructuring Activity (in millions) | Metric | Severance Charges 2024 | Implementation Costs 2024 | Total 2024 | Severance Charges 2023 | Implementation Costs 2023 | Total 2023 | | :--------------------------- | :--------------------- | :---------------------- | :--------- | :--------------------- | :---------------------- | :--------- | | Charges | $0.2 | $1.2 | $1.4 | $0.3 | $3.7 | $4.0 | | Cash utilization | $(1.6) | $(1.1) | $(2.7) | $(0.7) | $(2.5) | $(3.2) | | Accrual at March 31 | $1.6 | $1.8 | $3.4 | $2.0 | $2.6 | $4.6 | - Total restructuring and acquisition-related costs were $2.5 million in Q1 2024, compared to $4.8 million in Q1 2023[84] - Expected total restructuring charges for 2024: $10 million to $20 million[83] - Expected integration costs for Tekfor acquisition in 2024: up to $5 million[123] 12. Income Taxes AAM reported income tax expense of $15.9 million in Q1 2024, resulting in an effective tax rate of 43.7%, compared to no expense in Q1 2023. The variance is primarily due to the mix of earnings by jurisdiction, disallowed interest expense deductions in the U.S., and GILTI. The company is currently in litigation with the IRS regarding a 2015 tax return, with a potential additional tax expense of $300-350 million for 2015-2023 if unsuccessful Income Tax Expense and Effective Income Tax Rate (Three Months Ended March 31) | Metric | 2024 | 2023 | | :--------------------------- | :--- | :--- | | Income tax expense | $15.9 | $0.0 | | Effective income tax rate | 43.7% | 0.0% | - Effective tax rate varies due to jurisdictional earnings mix, disallowed U.S. interest expense deductions, and GILTI[89][90] - Recorded a full valuation allowance against deferred tax asset on current year estimated disallowed interest expense in the U.S. for both Q1 2024 and Q1 2023[88] - Litigation with IRS regarding 2015 U.S. federal income tax return; potential additional income tax expense of $300-350 million for 2015-2023 if unsuccessful[94][95] - Liability for unrecognized income tax benefits and related interest and penalties: $30.4 million at March 31, 2024 (down from $38.1 million at Dec 31, 2023)[96] 13. Earnings (Loss) Per Share (EPS) AAM reports EPS using the two-class method, allocating undistributed earnings between common shares and nonvested restricted stock units. For Q1 2024, basic and diluted EPS were $0.17, a significant improvement from a loss of $0.04 in Q1 2023 - EPS is presented using the two-class method, accounting for nonvested restricted stock units as participating securities[99] Earnings (Loss) Per Share (Three Months Ended March 31, in millions, except per share data) | Metric | 2024 | 2023 | | :-------------------------------------- | :--- | :--- | | Net income (loss) attributable to common shareholders - Basic and Dilutive | $19.9 | $(5.1) | | Weighted-average common shares outstanding | 117.2 | 115.2 | | Diluted shares outstanding | 117.3 | 115.2 | | Basic EPS | $0.17 | $(0.04) | | Diluted EPS | $0.17 | $(0.04) | - Basic and diluted EPS improved from a loss of $0.04 in Q1 2023 to earnings of $0.17 in Q1 2024[100] 14. Segment Reporting AAM operates in two reportable segments: Driveline and Metal Forming. Both segments saw increased sales in Q1 2024, primarily due to higher production volumes. Driveline's Segment Adjusted EBITDA significantly increased, while Metal Forming's decreased due to higher manufacturing costs - Reportable segments: Driveline (front/rear axles, driveshafts, electric/hybrid driveline products) and Metal Forming (engine, transmission, driveline, safety-critical components)[103] - Segment Adjusted EBITDA is used to assess performance and allocate resources[104] Net External Sales by Segment (Three Months Ended March 31, in millions) | Segment | 2024 | 2023 | | :--------------------------- | :----- | :----- | | Driveline | $1,106.4 | $1,013.8 | | Metal Forming | $500.5 | $480.1 | | Total Net External Sales | $1,606.9 | $1,493.9 | Segment Adjusted EBITDA (Three Months Ended March 31, in millions) | Segment | 2024 | 2023 | | :--------------------------- | :----- | :----- | | Driveline | $157.4 | $114.1 | | Metal Forming | $48.2 | $61.3 | | Total Segment Adjusted EBITDA | $205.6 | $175.4 | - Driveline Segment Adjusted EBITDA increased by $43.3 million (38.0%) YoY, primarily due to increased production volumes and improved operating performance[105][137] - Metal Forming Segment Adjusted EBITDA decreased by $13.1 million (21.4%) YoY, impacted by increased manufacturing costs (labor) and production inefficiencies, partially offset by increased production volumes[105][138] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on AAM's financial performance and condition for the three months ended March 31, 2024, compared to the prior year. It covers key financial metrics, segment performance, liquidity, and significant commercial and operational developments Company Overview AAM is a global Tier 1 automotive and mobility supplier, manufacturing Driveline and Metal Forming technologies. Its major customers include General Motors (40% of net sales), Stellantis (14%), and Ford (13%). A significant commercial development involved the termination of an e-Beam axle contract by a major customer, leading to a cancellation claim for incurred costs - AAM is a leading global Tier 1 automotive and mobility supplier, specializing in Driveline and Metal Forming technologies for various vehicle types[111] Major Customer Sales as % of Consolidated Net Sales | Customer | Q1 2024 | Q1 2023 | Full Year 2023 | | :--------- | :------ | :------ | :------------- | | General Motors | 40% | 39% | 39% | | Stellantis | 14% | 17% | 16% | | Ford | 13% | 11% | 12% | - One of AAM's largest customers terminated production purchase orders for a future e-Beam axle program in April 2024, reflecting uncertainty in the EV market[115] - AAM has submitted a cancellation claim to recover approximately $70 million in assets (capitalized engineering, design, and development costs) associated with the terminated program[115] Results of Operations – Three Months Ended March 31, 2024 vs. 2023 AAM reported strong operational improvements in Q1 2024, with net sales increasing by 7.6% to $1,606.9 million, primarily due to higher production volumes. Gross profit rose by 23.6%, and operating income more than doubled. The company shifted from a net loss to a net income of $20.5 million, resulting in diluted EPS of $0.17 Key Financial Highlights (Three Months Ended March 31, in millions, except percentages) | Metric | 2024 | 2023 | Change | Percent Change | | :-------------------------------------- | :----- | :----- | :----- | :------------- | | Net sales | $1,606.9 | $1,493.9 | $113.0 | 7.6% | | Cost of goods sold | $1,408.4 | $1,333.3 | $75.1 | 5.6% | | Gross profit | $198.5 | $160.6 | $37.9 | 23.6% | | Gross margin | 12.4% | 10.8% | 1.6 pts | | | Selling, general and administrative expenses | $98.3 | $98.3 | $0.0 | 0.0% | | SG&A as % of net sales | 6.1% | 6.6% | (0.5) pts | | | Operating income | $77.0 | $36.1 | $40.9 | 113.3% | | Operating margin | 4.8% | 2.4% | 2.4 pts | | | Interest expense | $(49.0) | $(50.5) | $1.5 | (3.0%) | | Interest income | $8.3 | $5.9 | $2.4 | 40.7% | | Income (loss) before income taxes | $36.4 | $(5.1) | $41.5 | N/A | | Income tax expense | $15.9 | $0.0 | $15.9 | N/A | | Net income (loss) | $20.5 | $(5.1) | $25.6 | N/A | | Diluted EPS | $0.17 | $(0.04) | $0.21 | N/A | - Net sales increase primarily reflects increased production volumes and $6 million from metal market pass-throughs and foreign exchange[118] - R&D expense, net of customer recoveries, decreased to $36.7 million in Q1 2024 from $42.8 million in Q1 2023[122] - Expected full-year 2024 interest expense: approximately $190 million to $200 million[124] - Effective income tax rate was 43.7% in Q1 2024, compared to 0.0% in Q1 2023, due to jurisdictional earnings mix and discrete items[128][130] Segment Reporting (MD&A) This MD&A section reiterates the segment reporting for Driveline and Metal Forming, emphasizing that both segments experienced sales growth in Q1 2024 due to increased production volumes. Driveline's Segment Adjusted EBITDA saw a significant increase, while Metal Forming's declined due to higher manufacturing costs - Driveline and Metal Forming segments both experienced sales increases in Q1 2024, primarily driven by higher production volumes[135] - Driveline Segment Adjusted EBITDA increased by approximately $24 million due to increased production volumes, improved operating performance, and lower program launch costs[137] - Metal Forming Segment Adjusted EBITDA was negatively impacted by increased manufacturing costs (primarily labor) and production inefficiencies, partially offset by increased production volumes[138] Reconciliation of Non-GAAP and GAAP Information AAM provides a reconciliation of non-GAAP financial measures, EBITDA and Total Segment Adjusted EBITDA, to their closest GAAP equivalents. These metrics are used by management and investors to analyze operating performance and valuation, and for operational planning and incentive compensation - EBITDA is defined as earnings before interest expense, income taxes, depreciation, and amortization[140] - Total Segment Adjusted EBITDA excludes restructuring and acquisition-related costs, debt refinancing/redemption costs, unrealized gains/losses on equity securities, pension curtailment/settlement charges, and non-recurring items[140] Reconciliation of Net Income (Loss) to Total Segment Adjusted EBITDA (Three Months Ended March 31, in millions) | Metric | 2024 | 2023 | | :-------------------------------------- | :----- | :----- | | Net income (loss) | $20.5 | $(5.1) | | Interest expense | $49.0 | $50.5 | | Income tax expense | $15.9 | $0.0 | | Depreciation and amortization | $117.8 | $124.9 | | EBITDA | $203.2 | $170.3 | | Restructuring and acquisition-related costs | $2.5 | $4.8 | | Unrealized (gain) loss on equity securities | $(0.1) | $0.3 | | Total Segment Adjusted EBITDA | $205.6 | $175.4 | - Total Segment Adjusted EBITDA increased by $30.2 million (17.2%) YoY[141] Liquidity and Capital Resources AAM maintains over $1.4 billion in liquidity, comprising cash and available borrowings, to fund debt service, capital expenditures, R&D, and working capital. Net cash from operating activities decreased in Q1 2024 due to changes in accounts receivable and higher interest paid. Capital expenditures are projected at 4.0% to 4.5% of sales for 2024 - Total liquidity at March 31, 2024: over $1.4 billion, including $470 million cash and $892 million available under Revolving Credit Facility[143] - Net cash provided by operating activities: $17.8 million in Q1 2024, down from $32.1 million in Q1 2023[144] - Decrease in operating cash flow primarily due to a $79 million decrease related to accounts receivable changes and higher interest paid[144][146] - Net cash used in investing activities: $48.2 million in Q1 2024, up from $30.5 million in Q1 2023[147] - Capital expenditures: $48.0 million in Q1 2024, with a full-year 2024 projection of 4.0% to 4.5% of sales[147] - Net cash used in financing activities: $16.0 million in Q1 2024, down from $49.1 million in Q1 2023[148] - Repaid $6.6 million of Tekfor Group indebtedness and repurchased $1.7 million of 6.25% Notes due 2026 in Q1 2024[149] Cyclicality and Seasonality AAM's operations are cyclical, tied directly to worldwide automotive production and general economic conditions. The business also experiences moderate seasonality due to major OEM customer shutdowns for model year changeovers and holidays, which can affect quarterly results - Operations are cyclical, directly related to worldwide automotive production and general economic conditions[156] - Business is moderately seasonal due to OEM customer shutdowns (model year changeover, December holidays, program changeovers)[156] Litigation and Environmental Matters AAM is involved in various legal proceedings, including product warranties, contractual matters, and environmental obligations, but does not anticipate a material adverse effect on its financial condition. The company is also subject to tax examinations and environmental regulations, with no significant climate-related events impacting Q1 2024 - Involved in various legal proceedings (product warranties, contractual matters, environmental obligations), but does not expect a material adverse effect[157] - Subject to examinations of tax returns by authorities; negative outcomes could materially impact financial results[158] - Complies with federal, state, local, and foreign environmental and occupational safety laws; expenditures for compliance were not significant in Q1 2024[159] - No climate-related events in Q1 2024 are believed to have a material adverse impact[160] Item 3. Quantitative and Qualitative Disclosures About Market Risk AAM manages market risks related to currency exchange rates and interest rates through hedging strategies, not for speculative purposes. The company uses foreign currency forward contracts and fixed-to-fixed cross-currency swaps to mitigate currency risk, and variable-to-fixed interest rate swaps to manage interest rate variability on its debt - Manages market risks from currency exchange rates and interest rates using hedging policies, not for trading or speculative purposes[162] - Currency forward contracts outstanding: $227.3 million notional amount at March 31, 2024 (up from $206.9 million at Dec 31, 2023)[163] - Potential decrease in fair value of foreign exchange contracts from a 10% adverse change: approximately $20.7 million at March 31, 2024[163] - Fixed-to-fixed cross-currency swap: €200.0 million notional amount at March 31, 2024, hedging Euro-based intercompany loans through Q2 2024[164] - Variable-to-fixed interest rate swaps: $700.0 million notional amount hedged at March 31, 2024, extending into Q4 2029[166] - Pre-tax earnings and cash flow impact of a one-percentage-point increase in interest rates: approximately $4.3 million annually at March 31, 2024[166] Item 4. Controls and Procedures AAM's management, under the direction of its CEO and CFO, concluded that its disclosure controls and procedures were effective as of March 31, 2024. There were no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were evaluated and concluded to be effective as of March 31, 2024[168] - No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2024[169] Part II. Other Information This part covers other required disclosures, including risk factors, equity security sales, and internal controls Item 1A. Risk Factors There were no material changes to the risk factors previously disclosed in AAM's December 31, 2023 Form 10-K - No material changes from the risk factors previously disclosed in the December 31, 2023 Form 10-K[171] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds AAM purchased 389,857 shares of its equity securities during Q1 2024 at an average price of $6.88 per share, primarily to satisfy employee tax withholding obligations related to stock-based compensation Issuer Purchases of Equity Securities (Quarter Ended March 31, 2024) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--------------------------- | :----------------------------- | :--------------------------- | | January 1 - January 31, 2024 | 5,076 | $8.02 | | February 1 - February 29, 2024 | — | — | | March 1 - March 31, 2024 | 384,781 | $6.87 | | Total | 389,857 | $6.88 | - Purchases were primarily for withholding and repurchase of shares to satisfy employee tax withholding obligations upon vesting of stock-based compensation[150] Item 5. Other Information During the first quarter of 2024, AAM's directors and officers did not adopt, terminate, or modify any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - Directors and officers did not adopt, terminate, or modify Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2024[174] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including forms of performance share and unit awards, subsidiary guarantors, certifications from the CEO and CFO, and XBRL-related documents - Includes forms of Performance Share Award and Performance Unit Award for Executive Officers[176] - Lists Subsidiary Guarantors and Issuers of Guaranteed Securities[176] - Contains certifications from the Chairman of the Board & CEO and Executive Vice President & CFO as required by the Securities Exchange Act and Sarbanes-Oxley Act[176] - Includes XBRL Instance Document, Taxonomy Extension Schema, Calculation Linkbase, Label Linkbase, Presentation Linkbase, and Definition Linkbase Documents[176] Signatures The report is duly signed on behalf of American Axle & Manufacturing Holdings, Inc. by James G. Zaliwski, Chief Accounting Officer, on May 3, 2024 - Report signed by James G. Zaliwski, Chief Accounting Officer, on May 3, 2024[178]