AFTERMARKET TECHNOLOGY CORP - 10-Q Quarterly Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2004

OR

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 0-21803

AFTERMARKET TECHNOLOGY CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware		95-4486486
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

One Oak Hill Center - Suite 400, Westmont, IL		60559
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (630) 455-6000

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 ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o

As of July 23, 2004, there were 20,909,138 shares of common stock of the Registrant outstanding.

AFTERMARKET TECHNOLOGY CORP.

FORM 10-Q

Table of Contents

PART I.		Financial Information

	Item 1.	Financial Statements:

		Consolidated Balance Sheets at June 30, 2004 (unaudited) and December 31, 2003

		Consolidated Statements of Income (unaudited) for the Three and Six Months Ended June 30, 2004 and 2003

		Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2004 and 2003

		Notes to Consolidated Financial Statements (unaudited)

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk

	Item 4.	Controls and Procedures

PART II. Other Information

	Item 2.	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

	Item 4.	Submission of Matters to a Vote of Security Holders

	Item 6.	Exhibits and Reports on Form 8-K

SIGNATURES

AFTERMARKET TECHNOLOGY CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	June 30, 2004			December 31, 2003
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	268		$	59,628
Accounts receivable, net	50,403			42,538
Inventories	84,860			81,711
Prepaid and other current assets	4,963			4,896
Refundable income taxes	1,002			—
Deferred income taxes	23,108			19,956
Total current assets	164,604			208,729

Property, plant and equipment, net	59,476			57,461
Debt issuance costs, net	4,014			4,676
Goodwill	170,629			170,485
Intangible assets, net	463			525
Other assets	10,308			9,986
Total assets	$	409,494		$	451,862

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	41,794		$	42,630
Accrued expenses	32,117			32,715
Income taxes payable	—			60
Bank line of credit	127			—
Credit facility	10,629			10,018
Capital lease obligation	23			344
Amounts due to sellers of acquired companies	5,400			1,891
Deferred compensation	144			117
Liabilities of discontinued operations	247			291
Total current liabilities	90,481			88,066

Amount drawn on credit facility, less current portion	107,858			109,873
Amounts due to sellers of acquired companies, less current portion	800			5,225
Deferred compensation, less current portion	717			717
Deferred income taxes	24,737			18,730

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 - 25,661,661 and 25,173,856 (including shares held in treasury)	257			252
Additional paid-in capital	201,711			194,204
Retained earnings	51,450			41,106
Accumulated other comprehensive income	2,199			1,891
Unearned compensation	(1,322		)	(231		)
Common stock held in treasury, at cost (4,752,690 and 933,737 shares)	(69,394		)	(7,971		)
Total stockholders’ equity	184,901			229,251

Total liabilities and stockholders’ equity	$	409,494		$	451,862

See accompanying notes.

AFTERMARKET TECHNOLOGY CORP.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	For the three months ended June 30,				For the six months ended June 30,
	2004		2003		2004		2003
	(Unaudited)				(Unaudited)

Net sales:
Products	$	78,501	$	78,337	$	149,904	$	150,762
Services	24,597		21,748		44,168		44,385
Total net sales	103,098		100,085		194,072		195,147

Cost of sales:
Products