Atmus Filtration 10Q 2024 Q1 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

(Mark One)


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

For the quarterly period ended March 31, 2024


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

For the transition period from ______ to ______

Commission file number 001-41710

Atmus Filtration Technologies Inc.

(Exact name of registrant as specified in its charter)


Delaware			88-1611079
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

26 Century Boulevard Nashville, Tennessee			37214
(Address of Principal Executive Offices)			(Zip Code)

(615) 514-7339

Registrant's telephone number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

ATMU

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the

registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

At April 30, 2024, there were 83,355,930 shares of the registrant’s Common Stock outstanding.

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ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES

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		Page No.
Part I -	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Net Income for the Three Months Ended March 31 , 202 4 and March 31 , 202 3	1
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31 , 202 4 and March 31 , 202 3	2
	Condensed Consolidated Balance Sheets at March 31 , 202 4 and December 31, 202 3	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 4 and March 31 , 202 3	4
	Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31 , 202 4 and March 31 , 202 3	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	27
Part II -	OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 5.	Other Information	28
Item 6.	Exhibits	28
	Signature	29

In this report, for all periods presented, “we,” “us,” “our,” the “Company” and “Atmus” refer to Atmus Filtration Technologies Inc. and its subsidiaries.

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Part I - Financial Information

Item 1. Financial Statements

ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

(in millions of U.S. dollars, except per share data)

(Unaudited)


	For the Three Months Ended March 31,
	2024		2023
NET SALES(a)	$	426.6	$	418.6
Cost of sales	314.8		308.8
GROSS MARGIN	111.8		109.8
OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses	43.3		39.1
Research, development and engineering expenses	10.1		9.8
Equity, royalty and interest income from investees	10.4		8.4
Other operating expense, net	0.2		0.1
OPERATING INCOME	68.6		69.2
Interest expense	10.5		—
Other income (expense), net	0.2		(0.1)
INCOME BEFORE INCOME TAXES	58.3		69.1
Income tax expense	12.8		16.4
NET INCOME	$	45.5	$	52.7
PER SHARE DATA:
Weighted-average shares for basic EPS	83.3		83.3
Weighted-average shares for diluted EPS	83.6		83.3

Basic earnings per share	$	0.55	$	0.63
Diluted earnings per share	$	0.54	$	0.63

(a)Includes sales to related parties of $82.3 million for the three months ended March 31, 2024 compared with $89.1 million for the three months ended March 31, 2023.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions of U.S. dollars)

(Unaudited)


	For the Three Months Ended March 31,
	2024		2023
NET INCOME	$	45.5	$	52.7
Other comprehensive (loss) income, net of tax

Foreign currency translation adjustments	(6.8)		0.9
Total other comprehensive (loss) income, net of tax	(6.8)		0.9
COMPREHENSIVE INCOME	$	38.7	$	53.6

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions of U.S. dollars, except share data)

(Unaudited)


	March 31, 2024		December 31, 2023
ASSETS
Cash and cash equivalents	$	149.2	$	168.0

Accounts and notes receivable, net	262.2		246.8

Inventories	256.9		250.0
Prepaid expenses and other current assets	31.1		28.2
Total current assets	699.4		693.0
Property, plant and equipment, net	181.2		174.6
Investments and advances related to equity method investees	83.4		84.8
Goodwill	84.7		84.7
Other assets	55.5		51.5
TOTAL ASSETS	$	1,104.2	$	1,088.6
LIABILITIES
Accounts payable	$	236.5	$	236.6

Accrued compensation, benefits and retirement costs	17.8		41.8
Current portion of accrued product warranty	6.1		5.4
Current maturities of long-term debt	11.2		7.5
Other accrued expenses	77.8		83.7
Total current liabilities	349.4		375.0
Long-term debt	588.8		592.5
Accrued product warranty	9.7		8.6
Other liabilities	34.5		31.8
TOTAL LIABILITIES	982.4		1,007.9
Commitments and contingencies (Note 10)
EQUITY
Common stock, $0.0001 par value (2,000,000,000 shares authorized and 83,355,930 shares issued and outstanding as of March 31, 2024)	—		—

Additional paid-in capital	52.1		49.7
Retained earnings	132.7		87.2
Accumulated other comprehensive loss	(63.0)		(56.2)
TOTAL EQUITY	121.8		80.7
TOTAL LIABILITIES AND EQUITY	$	1,104.2	$	1,088.6

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

(Unaudited)


	For the Three Months Ended March 31,
	2024		2023
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net income	$	45.5	$	52.7
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization	5.4		5.4
Deferred income taxes	0.1		3.5
Equity in income of investees, net of dividends	0.8		(6.8)
Foreign currency remeasurement and transaction exposure	1.1		(1.6)
Changes in current assets and liabilities:
Trade and other receivables	(18.2)		(4.6)

Inventories	(9.6)		(9.7)
Prepaid expenses and other current assets	(3.2)		(1.1)
Accounts payable	0.3		3.9

Other accrued expenses	(28.4)		(1.5)
Changes in other liabilities	3.3		4.9
Other, net	(5.3)		(2.3)
Net cash (used in) provided by operating activities	(8.2)		42.8
CASH USED IN INVESTING ACTIVITIES
Capital expenditures	(10.6)		(6.4)
Net cash used in investing activities	(10.6)		(6.4)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES


Net transfers to Parent	—		(36.4)

Net cash provided by (used in) financing activities	—		(36.4)
Net decrease in cash and cash equivalents	(18.8)		—
Cash and cash equivalents at beginning of period	168.0		—
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	149.2	$	—

SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash investing and financing activities:

Non-cash Capital expenditures	$	2.6	$	2.8

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions of U.S. dollars)

(Unaudited)


	Common Stock		Net Parent Investment		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Three Months Ended March 31, 2024
Balances at January 01, 2024	$	—	$	—	$	49.7	$	87.2	$	(56.2)	$	80.7
Net income	—		—		—		45.5		—		45.5
Other comprehensive loss, net of tax	—		—		—		—		(6.8)		(6.8)
Share-based awards	—		—		2.4		—		—		2.4

Balances at March 31, 2024	$	—	$	—	$	52.1	$	132.7	$	(63.0)	$	121.8







Three Months Ended March 31, 2023
Balances at January 01, 2023	$	—	$	511.4	$	—	$	—	$	(55.8)	$	455.6
Net income	—		52.7		—		—		—		52.7
Other comprehensive income, net of tax	—		—		—		—		0.9		0.9
Net transfers to Parent	—		(36.4)		—		—		—		(36.4)
Balances at March 31, 2023	$	—	$	527.7	$	—	$	—	$	(54.9)	$	472.8

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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ATMUS FILTRATION TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. DESCRIPTION OF THE BUSINESS

Atmus Filtration Technologies Inc. (“Atmus” or the “Company”) is one of the global leaders of filtration products for on-highway commercial vehicles and off-highway agriculture, construction, mining and power generation vehicles and equipment. Atmus designs and manufactures advanced filtration products, principally under the Fleetguard brand, that provide superior asset protection and enable lower emissions. Atmus estimates that approximately 19% of its net sales in 2023 were generated through first-fit sales to OEMs, where its products are installed as components for new vehicles and equipment. Atmus estimate that approximately 81% of its net sales in 2023 were generated in the aftermarket, where its products are installed as replacement or repair parts, leading to a strong recurring revenue base. Building on its more than 65-year history, Atmus continues to grow and differentiate itself through its global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market.

In April 2022, Cummins Inc. (“Cummins” or the “Parent”) announced its intention to separate its filtration business (the “Filtration Business”) into a standalone publicly traded company (the “Separation”). In preparation for separation from Cummins, Atmus, as its predecessor in interest, was incorporated as a wholly-owned subsidiary of Cummins in Delaware on April 1, 2022 in connection with the planned Separation. Prior to the completion of Atmus’ initial public offering (the “IPO”), Cummins completed, in all material respects, the transfer of the assets and liabilities of the Filtration Business to Atmus and its subsidiaries as detailed in the separation agreement Atmus entered into with Cummins.

On September 30, 2022, and as amended on February 15, 2023, Atmus entered into a $1.0 billion credit agreement (“Credit Agreement”) with Cummins and a syndicate of banks, providing for a $600 million term loan facility (the “term loan”) and a $400 million revolving credit facility (the “revolving credit facility”), in anticipation of the Separation. Borrowings under the Credit Agreement did not become available until the IPO occurred. The facilities covered by the Credit Agreement will mature on September 30, 2027.

Atmus’ Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission (“Commission”) on May 16, 2023, was declared effective on May 25, 2023, and Atmus’ common shares began trading on the New York Stock Exchange under the symbol “ATMU” on May 26, 2023. On May 30, 2023, the IPO was completed through the sale on behalf of certain commercial paper holders of Cummins of 16,243,070 shares of common stock, including the underwriters’ full exercise of their 30-day option to purchase 2,118,661 shares to cover over-allotments. None of the proceeds of the IPO were for the benefit of Atmus. As of the closing of the IPO, Cummins owned approximately 80.5% of the outstanding shares of Atmus common stock.

Upon completion of the IPO, Atmus borrowed $650 million, consisting of proceeds of the term loan and amounts drawn under the revolving credit facility, and paid such amounts to Cummins in partial consideration for the Separation.

On February 14, 2024, Cummins announced an exchange offer whereby Cummins shareholders could exchange all or a portion of Cummins common stock for shares of Atmus common stock owned by Cummins. The divestiture of Atmus shares by Cummins was completed on March 18, 2024 and resulted in the full separation of Atmus and divestiture of Cummins’ entire ownership and voting interest in Atmus (“Full-Separation”).

NOTE 2. BASIS OF PRESENTATION

As Atmus became a publicly traded company upon the IPO, its financial statements are now presented on a consolidated basis. In preparation for the IPO, the Company’s historical combined financial statements were prepared on a standalone basis, which reflected a combination of entities under common control that had been

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“carved out” of and derived from the historical consolidated financial statements and accounting records of Cummins.

The unaudited financial statements for all periods presented, including the historical results of the Company prior to May 26, 2023, are now referred to as “Condensed Consolidated Financial Statements”, and have been prepared pursuant to the rules and regulations of the Commission for interim financial information. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been omitted. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair statement of Atmus’ results of operations, financial position and cash flows. Results of operations for any interim period are not necessarily indicative of future or annual results. These interim statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Periods Prior to the IPO

Prior to the IPO, Atmus, previously the Filtration Business of Cummins, functioned as part of the larger group of businesses controlled by Cummins and accordingly, utilized centralized functions of Cummins, such as facilities and information technology, to support its operations. A portion of the shared service costs were historically allocated to the Filtration Business. Cummins also performed certain corporate functions for the Filtration Business. The corporate expenses related to the Filtration Business were allocated from Cummins. These allocated costs primarily related to certain governance and corporate functions, including finance, human resources, investor relations, legal, tax, treasury and certain other costs. Where it was possible to specifically attribute such expenses to activities of the Filtration Business, these amounts were charged or credited directly to the Filtration Business without allocation or apportionment. Allocation of other such expenses was based on a reasonable reflection of the utilization of the service provided or benefit received by the Filtration Business for the periods presented prior to the Separation, on a consistent basis, such as a relative percentage of headcount and third-party sales. The aggregate costs allocated for these functions to the Filtration Business are included within the unaudited Condensed Consolidated Statements of Net Income for the periods presented prior to the Separation.

Management believes these cost allocations were a reasonable reflection of the utilization of services provided to, or the benefit derived by, the Filtration Business during the period prior to the IPO, though the allocations may not be indicative of the actual costs that would have been incurred had the Filtration Business operated as a standalone public company. Actual costs that may have been incurred if the Filtration Business had been a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by the Filtration Business employees, and strategic decisions made in areas such as manufacturing, selling and marketing, research and development, information technology and infrastructure.

Historically, Atmus’ cash was transferred to Cummins on a daily basis. This arrangement was not reflective of the manner in which Atmus would have been able to finance its operations had it been a standalone business separate from Cummins during each of the periods presented.

Cummins’ debt and related interest expense were not allocated to Atmus for any of the periods presented since Atmus was not the legal obligor of the debt and Cummins’ borrowings were not directly attributable to Atmus.

As the separate legal entities that made up the Filtration Business were not historically held by a single legal entity, Cummins’ net investment in this business (“Net Parent Investment”) was presented in lieu of a controlling interest’s equity in the Condensed Consolidated Financial Statements.

For the Filtration Business, transactions with Cummins affiliates were included in the Condensed Consolidated Statements of Net Income and related balances were reflected as related party receivables and related party payables. Other balances between the Filtration Business and Cummins were considered to be

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effectively settled in the Condensed Consolidated Financial Statements at the time the transactions were recorded.

As of the IPO Date

In connection with the Separation, we entered into various agreements with Cummins, including a separation agreement. In the separation agreement, there were certain assets and liabilities identified in the schedules, including leases and unrecognized tax liabilities, which were retained by Cummins and were reflected as Net Parent Investment in the Company’s Condensed Consolidated Financial Statements, and those that were transferred to the Company, including additional pension assets, other compensation obligations and certain other assets and liabilities, which were transferred to the Company through Net Parent Investment in the Company’s Condensed Consolidated Financial Statements. These various agreements comprehensively provide a framework for our relationship with Cummins and govern various interim and ongoing relationships between us and Cummins post IPO.

As part of the Separation, Net Parent Investment was reclassified as Additional Paid-in Capital.

Periods Post IPO

Following the IPO, certain services continue to be provided by Cummins under the transition services agreement. The Company incurred certain costs in its establishment as a standalone public company and expects to incur ongoing additional costs associated with operating as an independent, publicly traded company.

As a standalone entity, the Company will file tax returns on its own behalf, and tax balances and effective income tax rates may differ from the amounts reported in the historical periods. Post IPO, Atmus filed a consolidated Federal income tax return and returns in certain other jurisdictions with Cummins.

Post IPO, Retained earnings began to accumulate and the balance reflected on the Condensed Consolidated Balance Sheets reflects earnings for the period May 26, 2023 through March 31, 2024.

Periods Post Full Separation

Following Full Separation, Cummins will continue to provide certain services to Atmus under the transition services agreement. The transition services agreement relates primarily to administrative services, which are generally to be provided through May 2025. Atmus will continue to pay Cummins mutually agreed upon fees for these services.

Post Full Separation, Cummins is no longer considered a related party and activity post March 18, 2024, between Atmus and Cummins has been treated as arm’s-length transactions.

Atmus files tax returns in all jurisdictions on its own behalf post Full Separation.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Estimates and Judgments

Preparation of financial statements requires management to make estimates and assumptions that affect reported amounts presented and disclosed in our interim Condensed Consolidated Financial Statements. Significant estimates and assumptions in these interim Condensed Consolidated Financial Statements require the exercise of judgment. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be different from these estimates.

Recent Accounting Pronouncements Net Yet Adopted

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit

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or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows and financial condition.

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The guidance is effective for our fiscal year ending December 31, 2025, with early adoption permitted. The guidance does not affect recognition or measurement in our consolidated financial statements. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows and financial condition.

NOTE 4. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

Revenue by Geographic Area

The table below presents Atmus’ combined sales by geographic area. Net sales attributed to geographic areas were based on the location of the customer.


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
United States	$	201.0	$	196.2
Other international	225.6		222.4
Total net sales	$	426.6	$	418.6

Revenue by Product Category

The table below presents Atmus’ combined sales by product category:


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Fuel	$	187.2	$	188.2
Lube	81.2		73.4
Air	71.8		72.1
Other	86.4		84.9
Total net sales	$	426.6	$	418.6

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NOTE 5. EQUITY, ROYALTY AND INTEREST INCOME FROM INVESTEES

Equity, royalty and interest income from investees, net of applicable taxes, was as follows:


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Fleetguard Filters Pvt. Ltd.	$	7.6	$	5.8
Shanghai Fleetguard Filter Co. Ltd	1.1		0.9
Filtrum Fibretechnologies Pvt. Ltd	0.1		0.1
Atmus share of net income	8.8		6.8
Royalty and interest income	1.6		1.6
Equity, royalty and interest income from investees	$	10.4	$	8.4

NOTE 6. INCOME TAXES

In connection with the Separation, the Company entered into a tax matters agreement with Cummins that among other things, formalized our agreement related to the responsibility for historical tax positions for the period prior to the IPO for jurisdictions where our business was included in the consolidated or combined tax returns of Cummins.

Atmus’ effective tax rate for the three months ended March 31, 2024, was 22.0%. Atmus’ effective tax rate for the three months ended March 31, 2023, was 23.7%. The decrease in the effective tax rate was driven by a change in the mix of earnings among tax jurisdictions and discrete tax items. The Company’s effective tax rate differs from the U.S. statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes.

The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries have enacted legislation that is effective on January 1, 2024. We have evaluated the impact of this legislation based on Atmus’ current global landscape and do not believe it will have a material impact. We will continue to update our analysis and monitor the ongoing legislation throughout the year.

NOTE 7. INVENTORIES

Inventories are stated at the lower of cost or net realizable value. Inventories included the following:


	March 31, 2024		December 31, 2023
	(in millions)
Finished products	$	197.3	$	179.2
Work-in-process and raw materials	96.4		101.1
Inventories at FIFO cost	293.7		280.3
Excess of FIFO over LIFO	(36.8)		(30.3)
Total inventories	$	256.9	$	250.0

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NOTE 8. PRODUCT WARRANTY LIABILITY

A tabular reconciliation of the product warranty liability, including accrued product campaigns, was as follows:


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Balance, beginning of year	$	14.0	$	15.5
Provision for base warranties issued	2.2		3.0
Payments made during period	(0.7)		(1.3)
Changes in estimates for pre-existing product warranties	0.3		(0.8)

Balance, end of period	$	15.8	$	16.4

Warranty liabilities included in Atmus’ Condensed Consolidated Balance Sheets were as follows:


	March 31, 2024		December 31, 2023
	(in millions)
Current portion	$	6.1	$	5.4
Long-term portion	9.7		8.6
Total	$	15.8	$	14.0

NOTE 9. DEBT AND BORROWING ARRANGEMENTS

Atmus entered into the Credit Agreement with Cummins and a syndicate of banks, providing for a "term loan” and a revolving credit facility, in anticipation of the Separation. Borrowings under the Credit Agreement did not become available under the Credit Agreement until the IPO occurred. The facilities covered by the Credit Agreement will mature on September 30, 2027.

Upon completion of the IPO, we borrowed $650 million under the Credit Agreement, consisting of proceeds of the term loan and amounts drawn under the revolving credit facility, and paid such amounts to Cummins in partial consideration for the Separation.

Borrowings under the Credit Agreement bear interest at varying rates, depending on the type of loan and, in some cases, the rates of designated benchmarks and the applicable election made. Generally, U.S. dollar-denominated loans bear interest at an adjusted term Secured Overnight Financing Rate (“SOFR”) (which includes a 0.1 percent credit spread adjustment to SOFR) for the applicable interest period plus a rate ranging from 1.125 percent to 1.75 percent depending on Atmus’ net leverage ratio. As of March 31, 2024, $600 million has been drawn on the term loan and no amount was drawn on the revolving credit facility. These amounts are included within Long-term debt and Current maturities of long-term debt on the Balance Sheet. As of March 31, 2024, Atmus’ fair value of Long-term debt was approximately $588 million, which was derived from Level 2 input measures.

Our credit lines available as of March 31, 2024 and December 31, 2023 include:


	As of March 31, 2024				As of December 31, 2023
	Facility Amount		Borrowed Amount		Facility Amount	Borrowed Amount
	(in millions)
Credit facilities:
Term loan September 30, 2027(1)	$	600.0	$	600.0	600.0	600.0
Revolving credit facility September 30, 2027(1)	400.0		—		400.0	—

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(1)Atmus maintains a term loan facility and a revolving credit facility as part of the Credit Agreement. The Credit Agreement includes financial covenants that Atmus maintain certain net leverage, secured net leverage and interest coverage ratios. At March 31, 2024, Atmus was in compliance with all financial covenants under the Credit Agreement. The Credit Agreement also contains customary representations, events of default and covenants, including restrictions on the level of borrowing.

Over the next five years, aggregate principal maturities of our long-term debt are (in millions):


2024		2025		2026		2027		2028		Thereafter		Total
$	7.5	$	22.5	$	30.0	$	540.0	$	—	$	—	$	600.0

NOTE 10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is subject to lawsuits and claims arising out of the ordinary course of its business. The Company does not have any currently pending claims or litigation that the Company believes, individually or in the aggregate, will have a material adverse effect on its financial position, results of operations, cash flows, liquidity or capital resources. Atmus carries various forms of commercial, property and casualty, product liability and other forms of insurance; however, such insurance may not be applicable or adequate to cover the costs associated with a judgment against Atmus with respect to these lawsuits, claims and proceedings. While the Company believes it has established adequate accruals for our expected future liability with respect to pending lawsuits, claims and proceedings, where the nature and extent of any such liability can be reasonably estimated based upon presently available information, there can be no assurance that the final resolution of any existing or future lawsuits, claims or proceedings will not have a material adverse effect on Atmus’ business, results of operations, financial condition or cash flows.

Indemnifications

Periodically, Atmus enters various contractual arrangements where it agrees to indemnify a third-party against certain types of losses. Atmus regularly evaluates the probability of having to incur costs associated with these indemnities and accrue for expected losses that are probable. Because the indemnifications are not related to specified known liabilities, and due to their uncertain nature, Atmus is unable to estimate the maximum amount of the potential loss associated with these indemnifications.

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NOTE 11. ACCUMULATED OTHER COMPREHENSIVE LOSS

Following are the changes in Accumulated other comprehensive (loss) income by component for the three months ended March 31, 2024 and March 31, 2023:


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Currency translation adjustments:
Balance at beginning of period	$	(56.1)	$	(56.7)
Currency translation adjustments	(6.8)		0.9
Other comprehensive (loss) income, net	(6.8)		0.9
Balance at end of period	(62.9)		(55.8)
Pensions and other benefit plans:
Balance at beginning of period	$	(0.1)	$	0.9
Change in pensions and other benefit plans	—		—
Tax (expense)/benefit	—		—
Other comprehensive income (loss), net	—		—
Balance at end of period	(0.1)		0.9
Accumulated other comprehensive loss:
Balance at beginning of period	$	(56.2)	$	(55.8)
Total other comprehensive (loss) income, net	(6.8)		0.9
Balance at end of period	$	(63.0)	$	(54.9)

NOTE 12. RELATIONSHIP WITH PARENT AND RELATED PARTIES

As described in Note 1, Description of the Business, prior to the IPO, Atmus had been managed and operated in the normal course of business with other subsidiaries of Cummins. Accordingly, certain shared costs prior to the IPO have been allocated to Atmus and reflected as expenses in the Condensed Consolidated Financial Statements. Management of Cummins and Atmus consider the allocation methodologies used to be reasonable and appropriate reflections of historical expenses of Cummins attributable to Atmus for purposes of the Condensed Consolidated Financial Statements; however, the expenses reflected in the Condensed Consolidated Financial Statements may not be indicative of the actual expenses that would have been incurred during the periods presented if Atmus historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the Condensed Consolidated Financial Statements may not be indicative of expenses that will be incurred in the future by Atmus.

The Company entered into the separation agreement and transition services agreement with Cummins, among other transaction agreements, all of which will govern the parties relationship following the IPO and full separation. This includes services provided by Cummins to the Company for a fixed term on a service-by-service basis. We will pay Cummins mutually agreed-upon fees for the services provided under the transition services agreement.

Corporate Costs/Allocations

The Condensed Consolidated Financial Statements include corporate costs incurred by Cummins for services that were provided to or on behalf of Atmus for the period prior to IPO. Such costs represent shared services and infrastructure provided by Cummins, including administrative, finance, human resources, information technology, legal, and other corporate and infrastructure services.

The corporate costs reflected in the Condensed Consolidated Financial Statements consist of direct charges to the business and indirect allocations to Atmus. The costs that were directly charged to Atmus, such as the shared services for finance provided by Cummins Business Services, were primarily determined based on actual usage.

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Indirect allocations are related to shared services and infrastructure provided by Cummins that would benefit Atmus but were not directly charged to Atmus in a manner discussed above. These corporate costs were allocated to Atmus using methods management believes are consistent and reasonable. The primary allocation factor was third-party revenue; however, other relevant metrics were also utilized based on the nature of the underlying activities. For example, headcount was used as the allocation driver to allocate the human resource departmental costs.

The expenses allocated and directly charged reflect all expenses that Cummins incurred on behalf of the Company. The expenses reflected in the Condensed Consolidated Financial Statements prior to the IPO may not be indicative of the actual expenses that would have been incurred during the period presented if Atmus historically operated as a separate, stand-alone entity. All corporate charges and allocations have been deemed paid by Atmus to Cummins in the period in which the cost was recognized in the Condensed Consolidated Statements of Income.

Total corporate costs allocated to Atmus were zero for the three months ended March 31, 2024 compared with $8.2 million for the three months ended March 31, 2023. Allocated corporate costs are included in Net sales, Cost of sales, Selling, general and administrative expenses, Research, development and engineering expenses and Other income, net. Post-IPO, Atmus has and will continue to incur its own corporate costs associated with being a standalone publicly traded company.

Related Party Balances

Following the full separation and as of March 31, 2024, Cummins is no longer considered a related party. Atmus had trade receivables of $37.9 million for products sold to, and accounts payable of $54.8 million for products and services purchased in the ordinary course from Cummins as of December 31, 2023. Atmus’ sales to Cummins from January 1, 2024 through the date of full separation, March 18, 2024, were $65.4 million compared to $76.7 million for the three months ended March 31, 2023.

NOTE 13. EARNINGS PER SHARE

Basic and diluted earnings per share (“EPS”) were calculated as follows:


	For the Three Months Ended March 31,
	2024		2023
	(in millions, except per share data)
Net income	$	45.5	$	52.7
Weighted-average shares for basic EPS	83.3		83.3
Plus incremental shares from assumed conversions of long-term incentive plan shares	0.3		—
Weighted-average shares for diluted EPS	83.6		83.3
Basic earnings per share	$	0.55	$	0.63
Diluted earnings per share	$	0.54	$	0.63

Basic and diluted earnings per share for the three months ended March 31, 2024 was calculated using the shares of common stock that were issued and outstanding as of the completion of the IPO. For the periods prior to the IPO, it is assumed that there were no dilutive equity instruments as there were no equity awards of Atmus outstanding prior to the IPO. Post-IPO, there were no anti-dilutive shares.

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NOTE 14. SUPPLEMENTAL BALANCE SHEET DATA

Other assets included the following:


	March 31, 2024		December 31, 2023
	(in millions)
Operating lease assets	$	28.0	$	24.8
Deferred income taxes	14.1		14.2
Long-term receivables	3.0		3.1
Other	10.4		9.4
Other assets	$	55.5	$	51.5

Other accrued expenses included the following:


	March 31, 2024		December 31, 2023
	(in millions)
Marketing accruals	$	36.4	$	42.6
Income taxes payable	14.0		10.3
Other taxes payables	8.9		12.7
Current portion of operating lease liabilities	7.3		7.1
Current portion of finance lease liabilities	0.4		0.3
Other	10.8		10.7
Other accrued expenses	$	77.8	$	83.7

Other liabilities included the following:


	March 31, 2024		December 31, 2023
	(in millions)
Long-term portion of operating lease liabilities	$	21.4	$	18.5
Deferred income taxes	1.4		1.4
Long-term income taxes	0.2		0.2
Other long-term liabilities	11.5		11.7
Other liabilities	$	34.5	$	31.8

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The discussion and analysis presented below refers to and should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.

The following is our discussion and analysis of changes in our financial condition and results of operations for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including, without limitation, those that are based on current expectations, estimates and projections about the industries in which we operate and management’s views, plans, objectives, projections, beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “anticipates,” “expects,” “forecasts,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “could,” “should,” “may” or words of similar meaning. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, discussions of future operations, impact of planned acquisitions and dispositions, our strategy for growth, product development activities, regulatory approvals, market position, expenditures and the effects of the Full Separation, Separation and IPO (each as defined in Note 1, Description of the Business, to our Condensed Consolidated Financial Statements included herein). These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which we refer to as “future factors,” which are difficult to predict. If the underlying assumptions prove correct, or known or unknown risks or uncertainties materialize, our actual outcomes, results and financial condition may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Risks and uncertainties include, but are not limited to:

•Significant customer concentration among Cummins, PACCAR, and the Traton Group;

•The loss of a top OEM relationship, or changes in the preferences of Atmus' aftermarket end-users;

•Atmus deriving significant earnings from investees that Atmus does not directly control;

•Significant competition in the markets Atmus serves;

•Evolving customer needs and developing technologies;

•Reliance on Atmus’ executive leadership and other key personnel;

•Strategic transactions, such as acquisitions, divestitures, and joint ventures;

•Management of productivity improvements;

•Work stoppages and other labor matters;

•Variability in material and commodity costs;

•Raw material, transportation and labor price increases and supply shortages;

•Complexity of supply chain and manufacturing;

•Atmus’ customers operating in cyclical industries and the current economic conditions in these industries;

•Exposure to potential claims related to warranties and claims for support outside of standard warranty obligations;

•Products being subject to recall for performance or safety-related issues;

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•Inability or failure to adequately protect and enforce Atmus’ intellectual property rights and the cost of protecting or enforcing Atmus' intellectual property rights;

•Ineffective internal control over financial reporting;

•Unexpected events, including natural disasters;

•Sales of counterfeit versions of products, as well as unauthorized sales of products;

•Statutory and regulatory requirements that can significantly increase costs;

•Changes in international, national and regional trade laws, regulations and policies affecting international trade;

•Unanticipated changes in Atmus' effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities, as well as audits by tax authorities resulting in additional tax payments for prior periods;

•Changes in tax law relating to multinational corporations;

•Significant compliance costs and reputational and legal risks imposed by Atmus' global operations and the laws and regulations to which these are subject;

•Effects of climate change may cause Atmus to incur increased costs;

•Operations being subject to increasingly stringent environmental laws and regulations as well as to laws requiring cleanup of contaminated property;

•Potential system or data security breaches or other disruptions;

•Dependence on information technology infrastructure and assets that are increasing in complexity;

•Foreign currency exchange rate;

•Potential economic downturns that could cause the impairment of recorded goodwill;

•Political, economic, and social uncertainty in geographies where Atmus has significant operations or large offerings of products;

•Uncertain worldwide and regional market and economic conditions;

•The loss of Cummins’ reputation, economies of scale, capital base and other resources as a result of the Separation from Cummins;

•Potential failure of performance by Atmus or Cummins under transaction agreements executed as part of the Separation;

•Actual or potential conflicts of interests for certain of Atmus' executive officers and directors because of their equity interests in Cummins;

•Limited liability to Atmus from Cummins and its directors for breach of fiduciary duty;

•Potential indemnification liabilities to Cummins pursuant to the separation agreement;

•Changes in capital and credit markets;

•Substantial indebtedness from Atmus’ term loan, which may impact Atmus' ability to service all its indebtedness and react to changes in the industry; and

•Substantially all Atmus' assets being pledged as security for its term loan and revolving credit facility.

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Additional information about these future factors and the material factors or assumptions underlying such forward-looking statements may be found under the section entitled Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023. It is not possible to predict or identify all such factors, and the risks described above should not be considered a complete statement of all potential risks and uncertainties. Readers are urged to consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements made herein are made only as of the date hereof and we undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

General Overview

Company Overview

We are one of the global leaders of filtration products for on-highway commercial vehicles and off-highway agriculture, construction, mining and power generation vehicles and equipment. We design and manufacture advanced filtration products, principally under the Fleetguard brand, that provide superior asset protection and enable lower emissions. We estimate that approximately 19% of our net sales in 2023 were generated through first-fit sales to OEMs, where our products are installed as components for new vehicles and equipment. We estimate that approximately 81% of our net sales in 2023 were generated in the aftermarket, where our products are installed as replacement or repair parts, leading to a strong recurring revenue base. Building on our more than 65-year history, we continue to grow and differentiate ourselves through our global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market.

Separation from Cummins

In April 2022, Cummins Inc. (“Cummins”) announced its intention to separate its filtration business (the “Filtration Business”) into a standalone publicly traded company (the “Separation”). We were incorporated in Delaware on April 1, 2022, as a wholly-owned subsidiary of Cummins, in anticipation of the Separation, and prior to the completion of our initial public offering (the “IPO”), Cummins completed, in all material respects, the transfer of the assets and liabilities of the Filtration Business to us and our subsidiaries.

Our Registration Statement on Form S-1, as amended, filed on May 16, 2023, was declared effective on May 25, 2023, and our common shares began trading on the New York Stock Exchange under the symbol “ATMU” on May 26, 2023. On May 30, 2023, the IPO was completed through Cummins’ exchange of 16,243,070 shares of our common stock, including the underwriters’ full exercise of their option to purchase 2,118,661 shares to cover over-allotments. None of the proceeds of the IPO were for the benefit of Atmus. As of the closing of the IPO, Cummins owned approximately 80.5% of the outstanding shares of our common stock.

On September 30, 2022, and as amended on February 15, 2023, Atmus entered into a $1.0 billion credit agreement (“Credit Agreement”) with Cummins and a syndicate of banks, providing for a $600 million term loan facility (the “term loan”) and a $400 million revolving credit facility (the “revolving credit facility”), in anticipation of the Separation. Borrowings under the Credit Agreement did not become available until the IPO occurred. Upon completion of the IPO, we borrowed $650 million, consisting of proceeds of the term loan and amounts drawn under the revolving credit facility, and paid such amounts to Cummins in partial consideration for the Separation.

In connection with the Separation, we entered into various agreements with Cummins, including a separation agreement. In the separation agreement, there were certain assets and liabilities identified in the schedules which were retained by Cummins, and those that were transferred to the Company. These agreements comprehensively provide a framework for our relationship with Cummins and govern various interim and ongoing relationships between us and Cummins post IPO.

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separation of Atmus and divestiture of Cummins’ entire ownership and voting interest in Atmus (“Full Separation”).

Basis of Presentation

For the periods prior to the IPO, the discussion below relates to the financial position and results of operations of a combination of entities under common control that have been “carved out” of Cummins’ historical combined financial statements and accounting records. The historical combined financial statements reflect our historical financial position, results of operations and cash flows, in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Refer to Note 2, Basis of Presentation, to the Condensed Consolidated Financial Statements included elsewhere in this report for additional information.

For the period subsequent to May 26, 2023, as a standalone public company, we present our financial statements on a consolidated basis. The condensed consolidated financial statements have been prepared in conformity with U.S. GAAP.

Factors Affecting Our Performance

Our financial performance depends, in large part, on varying conditions in the markets we serve. Demand in these markets tends to fluctuate in response to overall economic conditions. Our revenues may also be impacted by OEM inventory levels, production schedules, commodity prices, work stoppages and supply chain challenges. Economic downturns in markets we serve generally result in reduced sales of our products and can result in price reductions in certain products and/or markets. As a worldwide business, our operations are also affected by currency exchange rate changes, political and economic uncertainty, public health crises (epidemics or pandemics) and regulatory matters, including adoption and enforcement of environmental and emission standards in the countries we serve. Some of the more important factors affecting our performance are briefly discussed below.

Market demand

Aftermarket and first-fit demand remained stable during the first quarter of 2024. In 2024, we expect first-fit demand to soften across many of our key markets whereas the aftermarket is expected to recover, particularly in the second half of 2024. We have continued to increase prices as a result of continued inflation and increases to our cost base, which has contributed to higher net sales in the three months ended March 31, 2024.

Supply chain constraints

We continued to encounter supply chain challenges which impact our ability to meet customer demand. While overall supply chain conditions have substantially improved from a year ago, they continue to affect inventory and backlog levels throughout our supply chain. Our management team continues to monitor and evaluate all of these factors and the related impacts on our business and operations and we are diligently working to minimize any supply chain impacts to our business and to our customers.

Commodity prices, labor, inflation and foreign currency exchange rates

We continue to experience generally high inflation in the first quarter of 2024. Direct material cost pressures, driven largely by steel, resin and other petrochemical products, have stabilized, but we continue to see impacts from labor. Collectively, we incurred higher freight and manufacturing costs resulting in an increase in Cost of sales in the first quarter of 2024. To mitigate these pressures, we continued to institute pricing actions into the first quarter of 2024.

During the first quarter of 2024, our Selling, general and administrative expenses increased as a result of increased people-related expenses and consulting.

Additionally, the depreciation of the U.S. dollar against foreign currencies has had and could continue to have a favorable impact on our condensed consolidated results of operations due to translation impacts. Although we did see a slightly favorable impact on our results of operations in the first quarter of 2024, there can be no assurances that this favorable impact will continue throughout 2024.

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Standalone costs

We have incurred, and expect to continue to incur, additional costs associated with becoming a standalone public company. During the three months ended March 31, 2024, we incurred approximately $6.0 million of one-time expenses including $3.3 million within Cost of sales and $2.7 million within Selling, general and administrative expenses. We expect to incur one-time expenses of approximately $10 million to $20 million in 2024 in connection with becoming a standalone public company. In addition, we expect to incur capital expenditures in connection with the Separation of approximately $10 million to $20 million in 2024. These expenses and capital expenditures primarily relate to the establishment of functions previously co-mingled with Cummins, such as information technologies, distribution centers and human resources. These expenses and capital expenditures are expected to be substantially complete by the end of 2024 but some expenses and capital expenditures may potentially be incurred in 2025. The actual amount of the expenses and capital expenditures we will incur as a stand-alone public company may be higher, perhaps significantly, from our current estimates for a number of reasons, including, among others, the final terms we are able to negotiate with service providers, as well as additional costs we may incur that we have not currently anticipated. Additionally, the actual timing of when we incur these incremental expenses may be different, perhaps significantly, from our current estimates for a number of reasons, including, among others, unforeseen events that may cause delays or interruptions in our plans or our service providers’ ability to provide their services.

Results of Operations

Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023


	For the Three Months Ended March 31,				Favorable (Unfavorable)
	2024		2023		Amount		%
	(in millions)
NET SALES	$	426.6	$	418.6	$	8.0	1.9	%
Cost of sales	314.8		308.8		(6.0)		(1.9)	%
GROSS MARGIN	111.8		109.8		2.0		1.8	%
OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses	43.3		39.1		(4.2)		(10.7)	%
Research, development and engineering expenses	10.1		9.8		(0.3)		(3.1)	%
Equity, royalty and interest income from investees	10.4		8.4		2.0		23.8	%
Other operating expense, net	0.2		0.1		(0.1)		(100.0)	%
OPERATING INCOME	68.6		69.2		(0.6)		(0.9)	%
Interest expense	10.5		—		(10.5)		—	%
Other income (expense), net	0.2		(0.1)		0.3		(300.0)	%
INCOME BEFORE INCOME TAXES	58.3		69.1		(10.8)		(15.6)	%
Income tax expense	12.8		16.4		3.6		22.0	%
NET INCOME	$	45.5	$	52.7	$	(7.2)	(13.7)	%
PER SHARE DATA:
Basic earnings per share	$	0.55	$	0.63	$	(0.09)	(13.7)	%
Diluted earnings per share	$	0.54	$	0.63	$	(0.09)	(14.0)	%


	For the Three Months Ended March 31,		Favorable (Unfavorable)
Percent of Net sales	2024	2023	Percentage Points
Gross margin	26.2%	26.2%	—
Selling, general and administrative expenses	10.2%	9.3%	(0.9)
Research, development and engineering expenses	2.4%	2.3%	(0.1)

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Net Sales

Net sales were $426.6 million for the three months ended March 31, 2024, an increase of $8.0 million compared to $418.6 million for the three months ended March 31, 2023. The increase in Net sales was mainly due to $8.8 million of favorable pricing impacts and the favorable impacts of currency of $1.4 million, partially offset by lower volumes of approximately $2.2 million.

Gross Margin

Gross margin was $111.8 million for the three months ended March 31, 2024, an increase of $2.0 million compared to $109.8 million for the three months ended March 31, 2023. The increase in Gross margin was mainly due to approximately $8.8 million of favorable pricing as described above, $2.4 million of favorable commodities costs and $0.1 million of favorable currency impacts, partially offset by $4.6 million increase in manufacturing and other costs, $2.3 million in one-time separation costs, $1.6 million in unfavorable freight costs and $0.8 million in lower volumes. Gross margin as a percentage of Net sales was 26.2% for the three months ended March 31, 2024 and for the three months ended March 31, 2023.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $43.3 million for the three months ended March 31, 2024, an increase of $4.2 million compared to $39.1 million for the three months ended March 31, 2023. The increase was primarily driven by increased people-related expenses and consulting, partially offset by lower one-time separation costs of $0.4 million. Selling, general and administrative expenses as a percentage of Net sales were 10.2% for the three months ended March 31, 2024, an increase of 0.9 percentage points compared to 9.3% for the three months ended March 31, 2023. The increase in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above increasing at a higher rate in relation to the increase in Net sales.

Research, Development and Engineering Expenses

Research, development and engineering expenses were $10.1 million for the three months ended March 31, 2024, an increase of $0.3 million compared to $9.8 million for the three months ended March 31, 2023. The increase was primarily due to increased people-related expenses. Research, development and engineering expenses as a percentage of Net sales were 2.4% for the three months ended March 31, 2024, an increase of 0.1 percentage points compared to 2.3% for the three months ended March 31, 2023. The increase in Research, development and engineering expenses as a percentage of Net sales was mainly due to the item noted above.

Equity, Royalty and Interest Income From Investees

Equity, royalty and interest income from investees were $10.4 million for the three months ended March 31, 2024, an increase of $2.0 million compared to $8.4 million for the three months ended March 31, 2023. The increase was due to higher earnings of $2.0 million from our joint ventures, primarily in India.

Interest Expense

Interest expense was $10.5 million for the three months ended March 31, 2024, an increase of $10.5 million compared to zero for the three months ended March 31, 2023. The increase was primarily due to interest on our borrowings under the Credit Agreement beginning with our IPO in May 2023.

Income Tax Expense

Our effective tax rate for the three months ended March 31, 2024 was 22.0%, a decrease of 1.7 percentage points compared to 23.7% for the three months ended March 31, 2023. The decrease in the effective tax rate was driven by a change in the mix of earnings among tax jurisdictions and discrete tax items. Our effective tax

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rate differs from the U.S. statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes.

Liquidity and Capital Resources

Our facilities under the Credit Agreement provide for $1.0 billion in total availability, which includes a $600 million term loan and a $400 million revolving credit facility. As of March 31, 2024, we have borrowed $600.0 million on the term loan and zero on the revolving credit facility. As a result, we had capacity under our revolving credit facility of $400.0 million as of March 31, 2024.

We believe that cash from operations and the facilities under our Credit Agreement will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our contractual, tax and benefit plan obligations in both the short and long term. Overall, we do not expect negative effects to our funding sources that would have a material effect on our liquidity. However, if a serious economic or credit market crisis ensues or other adverse developments arise, it could have a material adverse effect on our liquidity, financial condition, results of operations and cash flows.

Our most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, tax liabilities, benefit plan obligations and lease expenses) as well as periodic expenditures for anticipated capital investments, interest payments on our long-term debt and supporting any future acquisitions.

Long-term cash requirements primarily relate to funding long-term debt repayments and our long-term benefit plan obligations.

Cash Flow

Our management reviews our liquidity needs in determining any and all indebtedness options. We have the ability to access the capital markets and other sources of liquidity which management believes are sufficient to allow us to manage our business and give us flexibility to meet our short- and long-term financial commitments. Our cash flow activity is noted below:


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Net cash (used in) provided by operating activities	$	(8.2)	$	42.8
Net cash used in investing activities	(10.6)		(6.4)
Net cash provided by (used in) financing activities	—		(36.4)

Operating Cash Flow

Net cash used in operating activities was $8.2 million for the three months ended March 31, 2024, a decrease of $51.0 million compared to Net cash provided by operating activities of $42.8 million for the three months ended March 31, 2023. The decrease was driven primarily by higher working capital requirements of $46.1 million and a decrease in Net income of $7.2 million. During the three months ended March 31, 2024, higher working capital requirements resulted in a cash outflow of $59.1 million compared to a cash outflow of $13.0 million for the three months ended March 31, 2023, mainly due to lower other accrued expenses, driven by variable compensation of $23.7 million and one-time working capital inefficiencies associated with the move from intercompany settlement terms with Cummins to standalone practices of $3.3 million, higher trade receivables and lower trade payables.

Dividends received from our unconsolidated equity investees were $9.6 million and zero for the three months ended March 31, 2024 and March 31, 2023, respectively. During the first quarter of 2024, we received a partial dividend from our joint venture in India which is included in Net cash used in operating activities.

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Investing Cash Flow

Net cash used in investing activities for the three months ended March 31, 2024 and March 31, 2023 was primarily used for capital expenditures. Our capital expenditures were $10.6 million (of which approximately $2.8 million related to one-time separation costs) and $6.4 million for the three months ended March 31, 2024 and March 31, 2023, respectively, corresponding to approximately 2.5% of Net sales for the three months ended March 31, 2024 and approximately 1.5% of Net sales for the three months ended March 31, 2023.

Financing Cash Flow

Net cash provided by financing activities for the three months ended March 31, 2024 was zero and Net cash used in financing activities for the three months ended March 31, 2023 was $36.4 million. Net cash used in financing activities for the three months ended March 31, 2023 consisted entirely of transfers to Cummins.

Contractual Obligations

Our commitments consist of lease obligations for real estate and equipment. For more information regarding our lease obligations, see Note 9, Leases, to the historical consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which provides a summary of our future minimum lease payments.

Debt

Our total debt was $600.0 million at both March 31, 2024 and December 31, 2023. At March 31, 2024, the weighted-average term of our outstanding long-term debt was 3.4 years. Refer to Note 9, Debt and Borrowing Arrangements, to the Condensed Consolidated Financial Statements for more information on our debt and debt covenants.

Non-GAAP Measures

We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluate our business. We use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. We believe the non-GAAP measures should always be considered along with the related U.S. GAAP financial measures. We have provided the reconciliations between the U.S. GAAP and non-GAAP financial measures below, and we also discuss our underlying U.S. GAAP results throughout our Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q.

Our primary non-GAAP financial measures are listed below and reflect how we evaluate our current and prior-year operating results. As new events or circumstances arise, these definitions could change. When our definitions change, we provide the updated definitions and present the related non-GAAP historical results on a comparable basis.

•“EBITDA” is defined as earnings or losses before interest expense, income taxes, depreciation and amortization and “EBITDA margin” is defined as EBITDA as a percent of Net sales. We believe EBITDA and EBITDA margin are useful measures of our operating performance as they assist investors and debt holders in comparing our performance on a consistent basis without regard to financing methods, capital structure, income taxes or depreciation and amortization methods, which can vary significantly depending upon many factors. Additionally, we believe these metrics are widely used by investors, securities analysts, ratings agencies and others in our industry in evaluating performance.

•“Adjusted EBITDA” is defined as EBITDA after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company and “Adjusted EBITDA margin” is defined as Adjusted EBITDA as a percent of Net sales. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful measures of our operating performance as it allows investors and debt holders to compare our performance on a consistent basis without regard to one-time costs attributable to our becoming a standalone public company.

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•“Adjusted earnings per share” is defined as diluted earnings per share (the most comparable U.S. GAAP financial measure) after adding back certain one-time expenses, reflected in Cost of sales and Selling, general and administrative expenses, associated with becoming a standalone public company less the related tax impact of the same one-time expenses. We believe Adjusted earnings per share provides improved comparability of underlying operating results.

•“Free cash flow” is defined as cash flows provided by (used for) operating activities less capital expenditures and “Adjusted free cash flow” is defined as Free cash flow after adding back certain one-time capital expenditures and other separation related costs associated with becoming a standalone public company. We believe Free cash flow and Adjusted free cash flow are useful metrics used by management and investors to analyze our ability to service and repay debt and return value to shareholders.

The metrics defined above are not in accordance with, or alternatives for, U.S. GAAP financial measures and may not be consistent with measures used by other companies. The metrics should be considered supplemental data; however, the amounts included in the EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted earnings per share, Free cash flow and Adjusted free cash flow calculations are derived from amounts included in the consolidated statements of net income and cash flows. We do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:

•such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•such measures do not reflect changes in, or cash requirements for, our working capital needs;

•such measures do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

•other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

To properly and prudently evaluate our business, we encourage you to review the unaudited condensed consolidated financial statements included elsewhere in this report and not rely on a single financial measure to evaluate our business.

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A reconciliation of Net income to EBITDA and Adjusted EBITDA is shown in the table below:


	For the Three Months Ended March 31,
	2024			2023
	(in millions)
NET INCOME	$	45.5		$	52.7
Plus:
Interest expense	10.5			—
Income tax expense	12.8			16.4
Depreciation and amortization	5.4			5.4
EBITDA (non-GAAP)	$	74.2		$	74.5
Plus:
One-time separation costs(a)	$	6.0		$	4.2
Adjusted EBITDA (non-GAAP)	$	80.2		$	78.7
Net sales	$	426.6		$	418.6
Net income margin	10.7		%	12.6		%
EBITDA margin (non-GAAP)	17.4		%	17.8		%
Adjusted EBITDA margin (non-GAAP)	18.8		%	18.8		%

(a)Primarily comprised of one-time expenses related to Information Technology, warehousing and Human Resources separation costs.

A reconciliation of Diluted earnings per share to Adjusted earnings per share is shown in the table below:


	For the Three Months Ended March 31,
	2024		2023
	(per share)
Diluted earnings per share	$	0.54	$	0.63
Plus:
One-time separation costs(a)	$	0.07	$	0.05
Less:
Tax impact of one-time separation costs(a)	$	0.01	$	0.01
Adjusted earnings per share	$	0.60	$	0.67

(a)Primarily comprised of one-time expenses related to Information Technology, warehousing and Human Resources separation costs and the related tax impact of those expenses. The tax impact of one-time separation costs for the three months ended March 31, 2024 and 2023 were $1.3 million and $1.0 million, respectively.

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A reconciliation of Net cash provided by operating activities to Free cash flow and Adjusted free cash flow is shown in the table below:


	For the Three Months Ended March 31,
	2024		2023
	(in millions)
Cash (used in) provided by operating activities	$	(8.2)	$	42.8
Less:
Capital expenditures	$	10.6	$	6.4
Free cash flow	$	(18.8)	$	36.4
Plus:
One-time separation capital expenditures	$	2.8	$	0.8
Other one-time separation related(a)	3.3		—
Adjusted free cash flow	$	(12.7)	$	37.2

(a)Primarily comprised of one-time working capital inefficiencies associated with the move from intercompany settlement terms with Cummins to standalone practices.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in conformity with U.S. GAAP. The preparation of our financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Our significant accounting policies are described in Note 3, Summary of Significant Accounting Policies, to our historical consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Our significant accounting estimates are described in the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk

As a result of our international business presence, we are exposed to foreign currency exchange rate risks. We transact business in foreign currencies and, as a result, our income and financial condition are exposed to movements in foreign currency exchange rates. This risk is closely monitored and managed through the use of financial derivative instruments. Financial derivatives are used by Atmus expressly for hedging purposes and under no circumstances are they used for speculative purposes. Substantially all of Atmus’ derivative contracts are subject to master netting arrangements, which provide the option to settle certain contracts on a net basis when they settle on the same day with the same currency. In addition, these arrangements provide for a net settlement of all contracts with a given counterparty in the event that the arrangement is terminated due to the occurrence of default or a termination event.

To minimize the income volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than the functional currency, Atmus enters into foreign currency forward contracts, which are considered economic hedges and are not designated as hedges for accounting purposes. The objective is to offset the gain or loss from remeasurement with the gain or loss from the fair market valuation of the forward contract.

The potential gain or loss in the fair value of our outstanding foreign currency contracts, assuming a hypothetical 10% fluctuation in the currencies of such contracts, would not have a material impact on the unaudited condensed consolidated financial statements for the three months ended March 31, 2024 and March 31, 2023. The sensitivity analysis of the effects of changes in foreign currency exchange rates assumes the notional value to remain constant for the next 12 months. The analysis ignores the impact of foreign exchange movements on our competitive position and potential changes in sales levels. Any change in the

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value of the contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items.

Interest Rate Risk

Our interest rate risk relates primarily to our $600.0 million term loan facility and our five-year $400.0 million revolving credit facility. Borrowings under these facilities would bear interest at varying rates, depending on the type of loan and, in some cases, the rates of designated benchmarks and the applicable election made by us. Generally, U.S. dollar-denominated loans would bear interest at an adjusted term SOFR (which includes a 0.10 percent credit spread adjustment to SOFR) for the applicable interest period plus a rate ranging from 1.125 percent to 1.75 percent depending on our net leverage ratio. Based on our outstanding borrowings at March 31, 2024, a 0.125% change in SOFR would have a $0.8 million annual impact on interest expense. Refer to Note 9, Debt and Borrowing Arrangements, to the Condensed Consolidated Financial Statements for further information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of March 31, 2024.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

For a discussion of legal proceedings, see Note 10, Commitments and Contingencies, to the Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

There were no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

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

Recent Sales of Unregistered Securities

None.

Repurchase of Equity by the Company

None.

Item 5. Other Information

10b5-1 Trading Arrangements

During the first quarter of 2024, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in item 408(a) of Registration S-K).

Item 6. Exhibits

The following exhibits are either filed herewith or, if so indicated, incorporated by reference to the documents indicated in parentheses, which have previously been filed or furnished with the Commission.


Exhibit No.						Description
31.1						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (embedded with the Inline XBRL Document).

*						Filed with this Quarterly Report on Form 10-Q are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income for the three months ended March 31, 2024 and 2023, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and 2023, (iii) the Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023, (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023, (v) the Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2024and 2023, and (vi) Notes to Condensed Consolidated Financial Statements.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Atmus Filtration Technologies Inc.

By:

/s/ STEPHANIE J. DISHER

By:

/s/ JACK M. KIENZLER

Stephanie J. Disher

Jack M. Kienzler

Chief Executive Officer

Chief Financial Officer and Chief Accounting Officer

(Principal Executive Officer)

(Principal Financial Officer)

May 3, 2024

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Atmus Filtration (ATMU) 10-Q2024 Q1 Quarterly report

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