x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
Delaware
|
95-4486486
|
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S.
Employer Identification No.)
|
1400
Opus Place - Suite 600, Downers Grove, IL
|
60515
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Page Number
|
||
PART
I.
|
Financial
Information
|
|
Item
1.
|
Financial
Statements:
|
|
Item
2.
|
||
Item
3.
|
||
Item
4.
|
||
PART
II.
|
Other
Information
|
|
Item
2.
|
||
Item
6.
|
||
CONSOLIDATED
BALANCE SHEETS
|
|||||||
(In
thousands, except share and per share data)
|
|||||||
March
31,
|
December
31,
|
||||||
2008
|
2007
|
||||||
(Unaudited)
|
|||||||
Assets
|
|||||||
Current
Assets:
|
|||||||
Cash
and cash equivalents
|
$ | 19,248 | $ | 40,149 | |||
Accounts
receivable, net
|
77,302 | 70,887 | |||||
Inventories
|
78,325 | 63,994 | |||||
Prepaid
and other assets
|
3,706 | 3,136 | |||||
Refundable
income taxes
|
2,456 | 2,036 | |||||
Deferred
income taxes
|
8,691 | 7,740 | |||||
Assets
of discontinued operations
|
1,661 | 2,408 | |||||
Total
current assets
|
191,389 | 190,350 | |||||
Property,
plant and equipment, net
|
57,990 | 56,462 | |||||
Debt
issuance costs, net
|
468 | 507 | |||||
Goodwill
|
132,375 | 132,375 | |||||
Intangible
assets, net
|
148 | 211 | |||||
Long-term
investments
|
4,843 | 3,019 | |||||
Other
assets
|
1,231 | 1,244 | |||||
Assets
of discontinued operations
|
3,952 | 5,206 | |||||
Total
assets
|
$ | 392,396 | $ | 389,374 | |||
Liabilities
and Stockholders' Equity
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable
|
$ | 44,591 | $ | 34,756 | |||
Accrued
expenses
|
21,267 | 34,495 | |||||
Income
taxes payable
|
7,021 | 3,308 | |||||
Deferred
compensation
|
124 | 124 | |||||
Liabilities
of discontinued operations
|
1,934 | 789 | |||||
Total
current liabilities
|
74,937 | 73,472 | |||||
Deferred
compensation, less current portion
|
5,137 | 3,308 | |||||
Other
long-term liabilities
|
2,251 | 2,819 | |||||
Liabilities
related to uncertain tax positions
|
1,607 | 1,608 | |||||
Deferred
income taxes
|
28,473 | 27,654 | |||||
Stockholders'
Equity:
|
|||||||
Preferred
stock, $.01 par value; shares authorized - 2,000,000; none
issued
|
- | - | |||||
Common
stock, $.01 par value; shares authorized - 30,000,000;
|
|||||||
Issued
(including shares held in treasury) - 27,502,175
and 27,479,944
|
|||||||
as
of March 31, 2008 and December 31, 2007, respectively
|
275 | 275 | |||||
Additional
paid-in capital
|
233,327 | 232,312 | |||||
Retained
earnings
|
133,909 | 125,336 | |||||
Accumulated
other comprehensive income
|
3,674 | 3,766 | |||||
Common
stock held in treasury, at cost - 5,870,893 and 5,328,423
shares
|
|||||||
as
of March 31, 2008 and December 31, 2007, respectively
|
(91,194 | ) | (81,176 | ) | |||
Total
stockholders' equity
|
279,991 | 280,513 | |||||
Total
liabilities and stockholders' equity
|
$ | 392,396 | $ | 389,374 | |||
See
accompanying notes.
|
CONSOLIDATED
STATEMENTS OF INCOME
|
|||||||
(In
thousands, except per share data)
|
|||||||
For
the three months ended March 31,
|
|||||||
2008
|
2007
|
||||||
(Unaudited)
|
|||||||
Net
sales:
|
|||||||
Services
|
$ | 84,757 | $ | 68,432 | |||
Products
|
44,785 | 62,837 | |||||
Total
net sales
|
129,542 | 131,269 | |||||
Cost
of sales:
|
|||||||
Services
|
61,133 | 51,633 | |||||
Products
|
36,149 | 47,406 | |||||
Total
cost of sales
|
97,282 | 99,039 | |||||
Gross
profit
|
32,260 | 32,230 | |||||
Selling,
general and administrative expense
|
13,370 | 13,167 | |||||
Amortization
of intangible assets
|
51 | 59 | |||||
Exit,
disposal, certain severance and other charges
|
966 | - | |||||
Operating
income
|
17,873 | 19,004 | |||||
Interest
income
|
300 | 84 | |||||
Other
income, net
|
71 | 27 | |||||
Interest
expense
|
(128 | ) | (418 | ) | |||
Income
from continuing operations before income taxes
|
18,116 | 18,697 | |||||
Income
tax expense
|
7,031 | 7,086 | |||||
Income
from continuing operations
|
11,085 | 11,611 | |||||
Loss
from discontinued operations, net of income taxes
|
(2,512 | ) | (1,937 | ) | |||
Net
income
|
$ | 8,573 | $ | 9,674 | |||
Per
common share - basic:
|
|||||||
Income
from continuing operations
|
$ | 0.51 | $ | 0.54 | |||
Loss
from discontinued operations
|
$ | (0.12 | ) | $ | (0.09 | ) | |
Net
income
|
$ | 0.39 | $ | 0.45 | |||
Weighted
average number of common shares
|
|||||||
outstanding
|
21,842 | 21,651 | |||||
Per
common share - diluted:
|
|||||||
Income
from continuing operations
|
$ | 0.50 | $ | 0.53 | |||
Loss
from discontinued operations
|
$ | (0.11 | ) | $ | (0.09 | ) | |
Net
income
|
$ | 0.39 | $ | 0.44 | |||
Weighted
average number of common and
|
|||||||
common
equivalent shares outstanding
|
22,102 | 21,940 | |||||
See
accompanying notes.
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||
(In
thousands)
|
|||||||
For
the three months ended March 31,
|
|||||||
2008
|
2007
|
||||||
(Unaudited)
|
|||||||
Operating
Activities:
|
|||||||
Net
income
|
$ | 8,573 | $ | 9,674 | |||
Adjustments
to reconcile net income to net cash (used in) provided by
|
|||||||
operating
activities - continuing operations:
|
|||||||
Net
loss from discontinued operations
|
2,512 | 1,937 | |||||
Depreciation
and amortization
|
3,623 | 3,509 | |||||
Noncash
stock-based compensation
|
996 | 869 | |||||
Amortization
of debt issuance costs
|
39 | 39 | |||||
Adjustments
to provision for losses on accounts receivable
|
- | (95 | ) | ||||
Loss
(gain) on sale of equipment
|
38 | (2 | ) | ||||
Deferred
income taxes
|
(133 | ) | 3,828 | ||||
Changes
in operating assets and liabilities,
|
|||||||
net
of businesses discontinued/sold:
|
|||||||
Accounts
receivable
|
(6,411 | ) | 3,870 | ||||
Inventories
|
(14,340 | ) | (719 | ) | |||
Prepaid
and other assets
|
(981 | ) | (1,647 | ) | |||
Accounts
payable and accrued expenses
|
1,581 | (7,185 | ) | ||||
Net
cash (used in) provided by operating activities - continuing
operations
|
(4,503 | ) | 14,078 | ||||
Net
cash used in operating activities - discontinued
operations
|
(278 | ) | (2,166 | ) | |||
Investing
Activities:
|
|||||||
Purchases
of property, plant and equipment
|
(4,628 | ) | (4,848 | ) | |||
Purchases
of available-for-sale securities
|
(1,896 | ) | (1,257 | ) | |||
Proceeds
from sales of available-for-sale securities
|
- | 920 | |||||
Proceeds
from sale of equipment
|
- | 2 | |||||
Net
cash used in investing activities - continuing operations
|
(6,524 | ) | (5,183 | ) | |||
Net
cash provided by (used in) investing activities - discontinued
operations
|
412 | (202 | ) | ||||
Financing
Activities:
|
|||||||
Payments
on revolving credit facility, net
|
- | (8,800 | ) | ||||
Net
change in book overdraft
|
- | 6,573 | |||||
Proceeds
from exercise of stock options
|
- | 140 | |||||
Tax
benefit from stock-based award transactions
|
19 | 38 | |||||
Repurchases
of common stock for treasury
|
(10,018 | ) | (60 | ) | |||
Net
cash used in financing activities
|
(9,999 | ) | (2,109 | ) | |||
Effect
of exchange rate changes on cash and cash equivalents
|
(9 | ) | 3 | ||||
(Decrease)
increase in cash and cash equivalents
|
(20,901 | ) | 4,421 | ||||
Cash
and cash equivalents at beginning of period
|
40,149 | 7,835 | |||||
Cash
and cash equivalents at end of period
|
$ | 19,248 | $ | 12,256 | |||
Cash
paid (refunded) during the period for:
|
|||||||
Interest
|
$ | 102 | $ | 394 | |||
Income
taxes, net
|
2,206 | (58 | ) | ||||
See
accompanying notes.
|
Note
1.
|
Basis
of Presentation
|
Note
2.
|
Inventories
|
March 31,
2008
|
December 31, 2007
|
||||
Raw
materials, including core inventories
|
$ | 69,181 | $ | 57,695 | |
Work-in-process
|
1,127 | 1,467 | |||
Finished
goods
|
8,017 | 4,832 | |||
$ | 78,325 | $ | 63,994 |
Note
3.
|
Property,
Plant and Equipment
|
March
31, 2008
|
December
31, 2007
|
||||||
Property,
plant and
equipment
|
$ | 149,269 | $ | 144,172 | |||
Accumulated
depreciation
|
(91,279 | ) | (87,710 | ) | |||
$ | 57,990 | $ | 56,462 |
Note
4.
|
Warranty
Liability
|
For
the three months ended March 31,
|
|||||||
2008
|
2007
|
||||||
Balance
at beginning of period
|
$ | 2,154 | $ | 1,985 | |||
Warranties
issued
|
317 | 393 | |||||
Claims
paid / settlements
|
(381 | ) | (328 | ) | |||
Changes
in liability for pre-existing warranties
|
(29 | ) | (12 | ) | |||
Balance
at end of period
|
$ | 2,061 | $ | 2,038 |
Note
5.
|
Credit
Facility
|
Note
6.
|
Comprehensive
Income
|
For
the three months ended March 31,
|
||||||
2008
|
2007
|
|||||
Net
income
|
$ | 8,573 | $ | 9,674 | ||
Other
comprehensive income (loss):
|
||||||
Currency
translation
adjustments
|
(15 | ) | 21 | |||
Change
in unrealized (loss) gain on available-for-sale securities, net of income
taxes
|
(77 | ) | 11 | |||
$ | 8,481 | $ | 9,706 |
Note
7.
|
Stock-Based
Compensation
|
Stock
Options
|
Restricted Stock(1)
|
||||
Outstanding
at January 1, 2008
|
1,514,727 | 224,625 | |||
Granted
at market price
|
71,275 | 22,231 | |||
Exercised
|
– | (10,133 | ) | ||
Forfeited/expired
|
(17,516 | ) | (14,979 | ) | |
Outstanding
at March 31, 2008
|
1,568,486 | 221,744 |
Note
8.
|
Repurchases
of Common Stock
|
Note
9.
|
Segment
Information
|
Logistics
|
Drivetrain
|
Consolidated
|
||||||
For the three months
ended March 31, 2008:
|
||||||||
Net
sales from external customers
|
$ | 84,757 | $ | 44,785 | $ | 129,542 | ||
Operating
income
|
15,313 | 2,560 | 17,873 | |||||
For
the three months ended March 31, 2007:
|
||||||||
Net
sales from external customers
|
$ | 68,432 | $ | 62,837 | $ | 131,269 | ||
Operating
income
|
9,368 | 9,636 | 19,004 |
Note
10.
|
Exit,
Disposal, Certain Severance and Other
Charges
|
Note
11.
|
Discontinued
Operations
|
For
the three months ended March 31,
|
|||||||
2008
|
2007
|
||||||
NuVinci:
|
|||||||
Loss
from sale and exit
|
$ | (1,728 | ) | $ | – | ||
Operating
loss
|
(2,363 | ) | (3,198 | ) | |||
Loss
before income taxes
|
(4,091 | ) | (3,198 | ) | |||
Income
tax benefit
|
1,594 | 1,246 | |||||
Loss
from NuVinci project, net of income taxes
|
(2,497 | ) | (1,952 | ) | |||
Independent
Aftermarket:
|
|||||||
Loss
from closure and sale of businesses
|
– | (24 | ) | ||||
Operating
(loss)
income
|
(24 | ) | 37 | ||||
Non-operating
income
|
– | 9 | |||||
(Loss)
income before income taxes
|
(24 | ) | 22 | ||||
Income
tax benefit (expense)
|
9 | (7 | ) | ||||
(Loss)
gain from Independent Aftermarket, net of income taxes
|
(15 | ) | 15 | ||||
Loss
from discontinued operations, net of income taxes
|
$ | (2,512 | ) | $ | (1,937 | ) |
March 31,
2008
|
December
31, 2007
|
||||
Assets:
|
|||||
NuVinci:
|
|||||
Accounts
receivable
|
$ | 1,661 | $ | 476 | |
Inventory
|
− | 1,601 | |||
Other
current assets
|
− | 331 | |||
Total
current assets of discontinued operations
|
1,661 | 2,408 | |||
Property,
plant and equipment, net
|
3,952 | 4,525 | |||
Intangible
assets, net
|
– | 681 | |||
Total
long term assets of discontinued operations
|
3,952 | 5,206 | |||
Total
assets of discontinued operations
|
$ | 5,613 | $ | 7,614 | |
Liabilities:
|
|||||
NuVinci:
|
|||||
Current
liabilities
|
$ | 1,694 | $ | 506 | |
Independent
Aftermarket:
|
|||||
Current
liabilities
|
240 | 283 | |||
Total
liabilities of discontinued operations
|
$ | 1,934 | $ | 789 |
Note
12.
|
Earnings
Per Share
|
For
the three months ended March 31,
|
|||||
2008
|
2007
|
||||
Numerator:
|
|||||
Income
from continuing
operations
|
$ | 11,085 | $ | 11,611 | |
Denominator:
|
|||||
Weighted-average
common shares outstanding
|
21,842,435 | 21,651,150 | |||
Common
stock
equivalents
|
259,573 | 288,526 | |||
Denominator
for diluted earnings per common share
|
22,102,008 | 21,939,676 | |||
Per
common share -
basic
|
$ | 0.51 | $ | 0.54 | |
Per
common share -
diluted
|
$ | 0.50 | $ | 0.53 |
Note
13.
|
Contingencies
|
Note
14.
|
Subsequent
Event
|
Item
2.
|
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
|
·
|
the
launch and ramp-up of our logistics programs with
TomTom;
|
|
·
|
increased
volume and favorable mix in our programs with AT&T and other base
business customers in our Logistics segment;
and
|
|
·
|
an
increase in sales to GM (primarily an automotive electronics upgrade
program that is substantially
complete);
|
|
·
|
lower
volumes of Honda remanufactured transmissions for warranty applications
due to (i) higher volume in the first quarter of 2007 believed to be
attributable to an extension of warranty coverage on certain models, and
(ii) lower volume in the first quarter of 2008 as Honda reduced inventory
in connection with its March 31 fiscal
year-end;
|
|
·
|
scheduled
price concessions to certain customers in our Logistics and Drivetrain
segments granted in connection with previous contract renewals;
and
|
|
·
|
lower
volumes of Ford remanufactured transmissions resulting from (i) lower
sales over the last several years of new vehicles using transmissions we
remanufacture, resulting in a reduction in the population of Ford vehicles
in the zero to eight-year age category, which category we believe drives
the majority of demand for our Ford products, however we expect this trend
to reverse as the population of vehicles using the 6-speed transmission
families for which we recently launched remanufacturing programs begins to
grow and age, and (ii) an inventory reduction at a large
distributor.
|
|
·
|
lower
volumes of Honda remanufactured transmissions for warranty applications
due to (i) higher volume in the first quarter of 2007 believed to be
attributable to an extension of warranty coverage on certain models, and
(ii) lower volume in the first quarter of 2008 as Honda reduced inventory
in connection with its March 31 fiscal
year-end;
|
|
·
|
a
decline in Nokia revenues due to the termination of a test and repair
program in June 2007;
|
|
·
|
scheduled
price concessions to certain customers in our Logistics and Drivetrain
segments granted in connection with previous contract
renewals;
|
|
·
|
lower
volumes of Ford remanufactured transmissions resulting from (i) lower
sales over the last several years of new vehicles using transmissions we
remanufacture, resulting in a reduction in the population of Ford vehicles
in the zero to eight-year age category, which category we believe drives
the majority of demand for our Ford products, however we expect this trend
to reverse as the population of vehicles using the 6-speed transmission
families for which we recently launched remanufacturing programs begins to
grow and age, and (ii) an inventory reduction at a large distributor;
and
|
|
·
|
lower
volumes of Chrysler remanufactured transmissions due to (i) Chrysler’s
decision not to use remanufactured transmissions for warranty
repairs generally for model years 2003 and later, resulting
in one less model year being in our warranty program each year, however, a
transmission model we remanufacture has recently been approved by Chrysler
for use in their warranty program, and (ii) an inventory reduction at a
large distributor;
|
|
·
|
the
launch and ramp-up of our logistics programs with
TomTom;
|
|
·
|
increased
volume and favorable mix in our programs with AT&T and other base
business customers in our Logistics segment;
and
|
|
·
|
an
increase in sales to GM (primarily an automotive electronics upgrade
program that is substantially
complete).
|
For
the Three Months Ended March 31,
|
|||||||||||
2008
|
2007
|
||||||||||
Net
sales
|
$ | 84.8 | 100.0 | % | $ | 68.4 | 100.0 | % | |||
Segment
profit
|
$ | 15.3 | 18.0 | % | $ | 9.4 | 13.7 | % |
|
·
|
the
launch and ramp-up of programs with
TomTom;
|
|
·
|
increased
volume and favorable mix in our programs with AT&T and other base
business customers; and
|
|
·
|
an
increase in sales to GM (primarily an automotive electronics upgrade
program that is substantially
complete);
|
For
the Three Months Ended March 31,
|
|||||||||||
2008
|
2007
|
||||||||||
Net
sales
|
$ | 44.8 | 100.0 | % | $ | 62.8 | 100.0 | % | |||
Segment
profit
|
$ | 2.6 | 5.8 | % | $ | 9.6 | 15.3 | % |
|
·
|
lower
volumes of Honda remanufactured transmissions for warranty applications
due to (i) higher volume in the first quarter of 2007 believed to be
attributable to an extension of warranty coverage on certain models, and
(ii) lower volume in the first quarter of 2008 as Honda reduced inventory
in connection with its March 31 fiscal
year-end;
|
|
·
|
lower
volumes of Ford remanufactured transmissions resulting from (i) lower
sales over the last several years of new vehicles using transmissions we
remanufacture, resulting in a reduction in the population of Ford vehicles
in the zero to eight-year age category, which category we believe drives
the majority of demand for our Ford products, however we expect this trend
to reverse as the population of vehicles using the 6-speed transmission
families for which we recently launched remanufacturing programs begins to
grow and age, and (ii) an inventory reduction at a large
distributor;
|
|
·
|
lower
volumes of Chrysler remanufactured transmissions due to (i) Chrysler’s
decision not to use remanufactured transmissions for warranty
repairs generally for model years 2003 and later, resulting
in one less model year being in our warranty program each year, however, a
transmission model we remanufacture has recently been approved by Chrysler
for use in their warranty program, and (ii) an inventory reduction at a
large distributor; and
|
|
·
|
price
concessions granted to certain customers in connection with previous
contract renewals.
|
|
·
|
$14.3
million for inventories primarily related to the launch and ramp-up of new
programs coupled with increased test and repair volume in our Logistics
segment;
|
|
·
|
$6.4
million for accounts receivable primarily as the result of increased
volumes in the Logistics segment;
and
|
|
·
|
$1.0
million for prepaid and other
assets;
|
Item
3.
|
Quantitative and Qualitative Disclosures About Market
Risk
|
Item
4.
|
Controls and
Procedures
|
Item
2.
|
Unregistered Sales of Equity Securities and Use of
Proceeds
|
Period
|
Total
number
of
Shares
Purchased
|
Average
Price
Paid
per Share
|
Total
Number
of
Shares Purchased
as
Part of Publicly Announced Plans
or
Programs
|
Maximum
Number
(or
Approximate
Dollar
Value) of
Shares
that May Yet
Be Purchased Under
the
Plan(1)(2)
|
||||||
January
1-31, 2008
|
109
|
$ | 26.49 |
109
|
– | |||||
February
1-29, 2008
|
|
–
|
|
$ | − |
–
|
$ | 50,000,000 | ||
March
1-31, 2008
|
527,382
|
$ | 18.96 |
527,382
|
$ | 40,000,006 |
(1)
|
Excludes
amounts that could be used to repurchase shares acquired under our stock
incentive plans to satisfy withholding tax obligations of employees and
non-employee directors upon the vesting of restricted
stock.
|
(2)
|
Announced
on February 28, 2008, our stock repurchase plan authorizes us to
repurchase up to $50,000,000 of our common stock through December 31,
2008, excluding broker commissions and transaction
fees.
|
Item
6.
|
AFTERMARKET
TECHNOLOGY CORP.
|
|
Date: April 29,
2008
|
/s/
Todd R. Peters
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Todd
R. Peters, Vice President and Chief Financial
Officer
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·
|
Todd
R. Peters is signing in the dual capacities as i) the principal financial
officer, and ii) a duly authorized officer of the
company.
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