AFTERMARKET TECHNOLOGY CORP
10-Q, 1996-10-25
MOTOR VEHICLE PARTS & ACCESSORIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


FOR THE QUARTER ENDED  SEPTEMBER 30, 1996   Commission File Number  33-86838-01


                          AFTERMARKET TECHNOLOGY CORP.
             (Exact Name of Registrant as Specified in its Charter)



            DELAWARE                                      95-4486486
(State of other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


      Registrant's telephone number, including area code: (206) 838-0346


                                    NO CHANGE
Former name, former address and former fiscal year, if changed since last report



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 (  )

The number of shares outstanding of each of the issuer's classes of common
stock, as of September 30, 1996.

          Common Stock                             1,000 Shares


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                            AFTERMARKET TECHNOLOGY CORP.

                                   FORM 10-Q


                               TABLE OF CONTENTS

                                                                    Page Number
                                                                    -----------
PART I              Financial Information

   Item 1    Financial Statements:

             Consolidated Balance Sheets as of September 30, 1996 
             (unaudited) and December 31, 1995 ....................       3

             Consolidated Statements of Income (unaudited) for
             the Three and Nine Months Ended September 30, 
             1996 and 1995 ........................................       4
                              
             Consolidated Statements of Cash Flows (unaudited)
             for the Nine Months Ended September 30, 1996 and
             1995 .................................................       5

             Notes to Consolidated Financial Statements ...........       6

   Item 2    Management's Discussion and Analysis of Financial
             Condition and Results of Operations ..................       8

PART II             Other Information

   Item 6.   Exhibits and Reports on Form 8-K .....................      14

             Signatures ...........................................      15



Note:        Items 1 - 5 of Part II are omitted because they are not
             applicable.


                                        -2-

<PAGE>

                            AFTERMARKET TECHNOLOGY CORP.

                            CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                      September 30,         December 31,
                                                          1996                 1995
                                                     -------------         ------------
                                                       (Unaudited)
<S>                                                  <C>                   <C>

ASSETS
Current Assets:
   Cash and cash equivalents                          $  8,301,366          $  8,749,805
   Accounts receivable, net                             37,889,351            32,965,874
   Inventories                                          53,305,883            43,064,712
   Prepaid and other assets                              2,807,626             2,032,671
   Deferred tax assets                                   2,534,960             2,267,000
                                                     -------------          ------------
      Total current assets                             104,839,186            89,080,062

Equipment and leasehold improvements:
   Machinery and equipment                              10,836,264             7,187,840
   Autos and trucks                                      1,818,222             1,503,760
   Furniture and fixtures                                1,373,432               858,070
   Leasehold improvements                                4,264,799             2,860,711
                                                     -------------          ------------
                                                        18,292,717            12,410,381

   Less accumulated depreciation and amortization       (2,906,930)           (1,625,917)
                                                     -------------          ------------
                                                        15,385,787            10,784,464

Debt issuance costs, net                                 6,537,558             7,162,690
Cost in excess of net assets acquired, net             140,237,861           140,652,620
Other assets                                               339,231               245,897
                                                     -------------          ------------
        Total assets                                  $267,339,623          $247,925,733
                                                     -------------          ------------
                                                     -------------          ------------

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
   Accounts payable                                   $ 21,206,676          $ 12,851,575
   Accrued payroll and related costs                     3,550,075             2,094,237
   Accrued interest payable                              3,371,661             8,097,647
   Other accrued expenses                                3,104,571             3,170,162
   Bank lines of credit                                  2,924,475               811,067
   Income taxes payable                                    775,401             1,912,116
   Due to related parties                                  100,000               100,000
   Due to former stockholders                               36,734                36,734
                                                     -------------          ------------
Total current liabilities                               35,069,593            29,073,538

Series B and D Senior Subordinated Notes               162,047,458           162,245,762
Deferred tax liabilities                                 4,746,161             3,478,000
Stockholder's equity:
   Common stock, $.01 par value; 5,000,000 shares
     authorized; 1,000 shares issued and outstanding            10                    10
   Additional paid-in capital                           39,999,990            39,999,990
   Retained earnings                                    25,444,640            13,103,433
   Cumulative translation adjustment                        31,771                25,000
                                                     -------------          ------------
                                                        65,476,411            53,128,433
                                                     -------------          ------------
        Total liabilities and stockholder's equity    $267,339,623          $247,925,733
                                                     -------------          ------------
                                                     -------------          ------------

</TABLE>

SEE ACCOMPANYING NOTES.

                                           -3-

<PAGE>


                              AFTERMARKET TECHNOLOGY CORP.
                           CONSOLIDATED STATEMENTS OF INCOME
                                       (Unaudited)


<TABLE>
<CAPTION>

                                   Three Months Ended September 30,       Nine Months Ended September 30,
                                        1996              1995                 1996             1995
                                   ------------       -------------       -------------     -------------
<S>                                <C>                <C>                 <C>               <C>
Net sales                          $ 68,287,232       $ 46,739,997        $ 199,306,548     $ 132,471,865
Cost of sales                       (42,289,029)       (30,053,554)        (122,457,605)      (82,051,302)
                                   ------------       -------------       -------------     -------------
Gross profit                         25,998,203         16,686,443           76,848,943        50,420,563 

Selling, general and
 administration expense             (13,525,604)        (9,289,030)         (38,651,311)      (26,438,086)
Amortization of intangible assets      (931,873)          (896,707)          (2,780,654)       (2,391,467)
                                   ------------       -------------       -------------     -------------

Income from operations               11,540,726          6,500,706           35,416,978        21,591,010

Interest and other income               317,638            201,808              715,089           688,254
Interest expense                     (4,966,962)        (5,019,054)         (15,144,880)      (12,977,656)
                                   ------------       -------------       -------------     -------------

Income before income taxes            6,891,402          1,683,460           20,987,187         9,301,608 
Provision for income taxes           (2,840,142)          (339,700)          (8,645,980)       (3,080,332)
                                   ------------       -------------       -------------     -------------

Net income                         $  4,051,260       $  1,343,760        $  12,341,207      $  6,221,276 
                                   ------------       -------------       -------------     -------------
                                   ------------       -------------       -------------     -------------

</TABLE>

SEE ACCOMPANYING NOTES.


                                               -4-

<PAGE>

                                  AFTERMARKET TECHNOLOGY CORP.
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (Unaudited)


<TABLE>
<CAPTION>
                                                         Nine Months Ended September 30,
                                                               1996             1995
                                                           -------------    ------------
<S>                                                        <C>              <C>

OPERATING ACTIVITIES:
Net Income                                                 $  12,341,207    $  6,221,276
Adjustments to reconcile net income to
  net cash provided by operating activities:
 Depreciation and amortization                                 4,167,746       3,403,440
 Amortization of debt issuance costs                             625,132         504,793
 Increase in allowance for
  losses on accounts receivable                                  129,300         454,565
 Loss on sale of equipment                                        28,634           1,861
 Increase in net deferred tax liabilities                        978,201       1,237,916
 Changes in operating assets and liabilities:
  Accounts receivable                                         (4,138,735)        720,961 
  Inventories                                                 (9,179,984)     (3,735,723)
  Prepaid and other assets                                      (849,761)     (1,562,404)
  Accounts payable and accrued expenses                        3,287,866      (5,829,874)
                                                           -------------    ------------
Net cash provided by operating activities                      7,389,606       1,416,811

INVESTING ACTIVITIES:
Purchases of equipment                                        (5,892,715)     (3,905,148)
Acquisition of companies, net of cash acquired                (4,106,970)    (39,875,396)
Proceeds from sale of fixed assets                                48,232               -
                                                           -------------    ------------
Net cash used in investing activities                         (9,951,453)    (43,780,544)

FINANCING ACTIVITIES:
Issuance of senior subordinated notes                                  -      42,377,966
Borrowings (payments) on revolving bank lines, net             2,113,408       2,235,395
Payment of debt issuance costs                                         -      (1,788,481)
Payments on amounts due former stockholders                            -      (4,083,834)
                                                           -------------    ------------
Net cash provided by financing activities                      2,113,408      38,741,046 
                                                           -------------    ------------

Decrease in cash and cash equivalents                           (448,439)     (3,622,687)

Cash and cash equivalents at beginning of period               8,749,805       9,421,577 
                                                           -------------    ------------
Cash and cash equivalents at end of period                 $   8,301,366    $  5,798,890 
                                                           -------------    ------------
                                                           -------------    ------------

Cash paid during the period for:
 Interest                                                  $  19,342,319    $ 15,236,248 
 Income taxes                                              $   8,438,414    $  4,443,167 

</TABLE>

SEE ACCOMPANYING NOTES.

                                            -5-

<PAGE>

                                 AFTERMARKET TECHNOLOGY CORP.

                         Notes to Consolidated Financial Statements


NOTE 1:  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Aftermarket
Technology Corp. (the "Company") as of September 30, 1996 and for the three and
nine months ended September 30, 1996 and 1995 have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q.  Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.  Operating results for the nine month
period ended September 30, 1996 are not necessarily indicative of the results
that may be expected for the year ended December 31, 1996.  For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.


NOTE 2:  INVENTORIES

Inventories are stated at the lower of cost (first in, first out method) or
market:

<TABLE>
<CAPTION>

                                               September 30, 1996  December 31, 1995
                                               ------------------  -----------------
<S>                                            <C>                 <C>

 Raw materials...........................         $ 29,539,596         $ 19,015,530
 Work-in-process.........................              974,496            1,394,479
 Finished goods..........................           22,791,791           22,654,703
                                                  ------------         ------------
                                                  $ 53,305,883         $ 43,064,712
                                                  ------------         ------------
                                                  ------------         ------------

</TABLE>

Inventory build-ups are required to meet increased production levels of
remanufactured transmissions and engines associated with additional product
applications, new and expanded production facilities, and seasonal demand
fluctuations.


NOTE 3:  ACQUISITIONS

The Company acquired Component Remanufacturing Specialists, Inc. ("CRS"), Mascot
Truck Parts Inc. ("Mascot") and King-O-Matic Industries Ltd. ("King-O-Matic") on
June 1, June 9, and September 12, 1995, respectively ("the 1995 acquisitions"),
for a total purchase price of approximately $42.8 million.  The Company issued
$40 million of principal amount of 12% Senior Subordinated Notes due 2004
concurrent with the acquisition of CRS, the proceeds of which financed the
acquisitions.  In addition, on April 2, 1996, the Company acquired Tranzparts,
Inc. ("Tranzparts") for approximately $4.1


                                      -6-

<PAGE>


million in cash.  These acquisitions have been accounted for as purchases.  
Accordingly, the allocation of the cost of the acquired assets and 
liabilities has been made on the basis of the estimated fair value.

On October 1, 1996 the Company acquired Diverco, Inc. ("Diverco") in a business
combination accounted for as a purchase.  On the acquisition closing date, the
Company made an initial cash payment of $8.5 million, with a potential future
post-closing purchase price adjustment to be made based upon Diverco's financial
performance for the year ending December 31, 1996.  The initial cash payment
plus related costs exceeded the fair value of the acquired net assets of Diverco
by $5.4 million.  The cost in excess of net assets acquired will be amortized on
the straight line method over forty years.

The Company has also entered into a non-binding letter of intent for the
acquisition of another North American drive train parts distributor.  The letter
of intent provides for a purchase price of approximately $10.0 million and is
subject to certain contingencies, including the Company's satisfactory
completion of business, legal, accounting and environmental due diligence
reviews, negotiation of definitive agreements, and approval of the respective
transactions by the Company's Board of Directors.  The letter of intent does not
obligate either the Company or the potential acquisition candidate to enter into
a definitive agreement, and there can be no assurance given that the Company
will enter into a definitive acquisition agreement or consummate such
acquisition.

The consolidated financial statements include the operating results of each
business from the date of acquisition.  The following pro forma information
gives effect to the 1995 acquisitions and the acquisition of Tranzparts and
Diverco as if such acquisitions occurred on January 1, 1995.  The pro forma
information includes adjustments for interest expense that would have been
incurred to finance the acquisitions, additional depreciation based on the fair
market values of the property, plant and equipment acquired, and amortization of
intangibles arising from the transactions.  The pro forma information is not
necessarily indicative of the results of operations as they would have been had
the transactions been effected on January 1, 1995.

<TABLE>
<CAPTION>

               Three Months Ended September 30,  Nine Months Ended September 30,
               --------------------------------  -------------------------------
                      1996      1995                      1996       1995
                      ----      ----                      ----       ----
                      (in thousands)                     (in thousands)
<S>                <C>       <C>                       <C>        <C>
Net sales . . . .  $ 70,490  $  52,190                 $ 208,066  $ 163,030
Net income. . . .  $  4,140  $   1,186                 $  12,815  $   6,604

</TABLE>



                                        -7-

<PAGE>

                          AFTERMARKET TECHNOLOGY CORP.

               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations


RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1996
COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1995.

NET SALES

Total net sales increased $21.6 million or 46.3%, from $46.7 million for the
three month period ended September 30, 1995 to $68.3 million for the three month
period ended September 30, 1996.  Of this increase, $17.8 million was due to
internal growth and $3.8 million was due to the incremental net sales generated
by King-O-Matic and Tranzparts, which were acquired on September 12, 1995, and
April 2, 1996, respectively.

The internal growth was generated primarily from increased sales volumes with
existing Original Equipment Manufacturer ("OEM") customers.  To a lesser extent,
internal growth was also generated by the incremental sales from five new
distribution centers opened during the second half of 1995, increased sales
through existing distribution centers and increased sales volumes with existing
retail customers.

Net sales to the Mopar Parts Division of Chrysler Corporation ("Chrysler") of
$24.4 million for the three month period ended September 30, 1996 represented
35.7% of the Company's total net sales for the period, as compared to $13.2
million and 28.3% for the three month period ended September 30, 1995.  The
increase in net sales to Chrysler is partially reflective of an effort by
Chrysler during the third quarter of 1995 to reduce its inventory of
remanufactured transmissions.  Management believes, although there can be no
assurance, that the Chrysler inventory reduction during the third quarter of
1995 was a one-time effort to reverse an inventory build-up in 1994 and is not
expected to recur.

GROSS PROFIT

Gross profit as a percentage of net sales increased from 35.7% for the three
month period ended September 30, 1995 to 38.1% for the three month period ended
September 30, 1996.  The increase in gross profit margin was primarily
attributable to a shift in product mix, lower direct labor cost, and a higher
absorption of overhead resulting from increased production and sales volumes of
remanufactured transmissions.  In addition, gross profit margin for the three
month period ended September 30, 1995 had been adversely affected by certain
non-recurring charges relating to the July 1995 relocation of the Company's
largest independent aftermarket production facility from Azusa, California to
Rancho Cucamonga, California.


                                    -8-

<PAGE>


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

As a result of an increase in revenues, selling, general and administrative
expenses ("SG&A") decreased as a percentage of net sales from 19.9% for the
three month period ended September 30, 1995 to 19.8% for the three month period
ended September 30, 1996.  However, SG&A increased in absolute dollars from $9.3
million for the three month period ended September 30, 1995 to $13.5 million for
the three month period ended September 30, 1996, representing an increase of
$4.2 million or 45.2%.  The increase in SG&A was due largely to the ongoing
incremental SG&A expenses of King-O-Matic and Tranzparts.  Other significant
factors contributing to the increase in SG&A include the ongoing incremental
expenses associated with the five new distribution centers opened during the
second half of 1995, and certain start-up and ongoing SG&A expenses associated
with the Company's new plant in Joplin, Missouri and its new rebuild kit
packaging and distribution facility in Memphis, Tennessee.

AMORTIZATION OF INTANGIBLE ASSETS

Amortization of intangible assets for the three month period ended September 30,
1996 of $0.9 million was relatively unchanged in comparison with the three month
period ended September 30, 1995.

INCOME FROM OPERATIONS

Principally as a result of the factors described above, income from operations
increased 76.9%, from $6.5 million for the three month period ended September
30, 1995 to $11.5 million for the three month period ended September 30, 1996.

INTEREST EXPENSE

Interest expense for the three month period ended September 30, 1996 of $5.0
million was relatively unchanged in comparison with the three month period ended
September 30, 1995.


RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1996
COMPARED TO THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1995.

NET SALES

Total net sales increased $66.8 million or 50.4%, from $132.5 million for the
nine month period ended September 30, 1995 to $199.3 million for the nine month
period ended September 30, 1996.  Of this increase, $39.0 million was due to
internal growth and $27.8 million was due to the incremental net sales generated
by the companies acquired in 1995 and 1996, including CRS, Mascot, King-O-Matic
and Tranzparts which were acquired on June 1, June 9, and September 12, 1995,
and April 2, 1996, respectively.

                                     -9-

<PAGE>


The internal growth was generated primarily from increased sales volumes with
existing OEM customers.  To a lesser extent, internal growth was also generated
by the incremental sales from five new distribution centers opened during the
second half of 1995, increased sales volumes through existing distribution
centers and increased sales volumes with existing retail customers.

Net sales to Chrysler of $72.7 million for the nine month period ended September
30, 1996 represented 36.5% of the Company's total net sales for the period, as
compared to $46.1 million and 34.8% for the nine month period ended September
30, 1995.  The increase in net sales to Chrysler is partially reflective of an
effort by Chrysler during the third quarter of 1995 to reduce its inventory of
remanufactured transmissions.  Management believes, although there can be no
assurance, that the Chrysler inventory reduction during the third quarter of
1995 was a one-time effort to reverse an inventory build-up in 1994 and is not
expected to recur.

GROSS PROFIT

Gross profit as a percentage of net sales increased from 38.1% for the nine
month period ended September 30, 1995 to 38.6% for the nine month period ended
September 30, 1996.  The increase in gross profit margin was primarily
attributable to a shift in product mix, lower direct labor cost, and a higher
absorption of overhead resulting from increased production and sales volumes of
remanufactured transmissions.  The gross profit margin improved despite certain
non-recurring start-up costs incurred during 1996 in connection with the
Company's new plant in Joplin, Missouri and the expansion of capacity at the
Company's plant in Springfield, Missouri needed to support sales growth to
retail and OEM customers.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
                              
As a result of an increase in revenues, SG&A decreased as a percentage of net
sales from 20.0% for the nine month period ended September 30, 1995 to 19.4% for
the nine month period ended September 30, 1996.  However, SG&A increased in
absolute dollars from $26.4 million for the nine month period ended September
30, 1995 to $38.7 million for the nine month period ended September 30, 1996,
representing an increase of $12.3 million or 46.6%. The increase in SG&A was due
largely to the ongoing incremental SG&A expenses of CRS, Mascot, King-O-Matic
and Tranzparts.  Other significant factors contributing to the increase in SG&A
include the ongoing incremental expenses associated with the five new
distribution centers opened during the second half of 1995, and certain start-up
and ongoing SG&A expenses incurred in connection with the Company's new plant in
Joplin, Missouri.

AMORTIZATION OF INTANGIBLE ASSETS

Amortization of intangible assets increased $0.4 million for the nine month
period ended September 30, 1996 as compared to the nine month period ended
September 30, 1995

                                   -10-

<PAGE>

reflecting the increase in intangible assets that occurred as a result of the 
acquisitions of CRS, Mascot, King-O-Matic and Tranzparts.

INCOME FROM OPERATIONS

Principally as a result of the factors described above, income from operations
increased 63.9%, from $21.6 million for the nine month period ended September
30, 1995 to $35.4 million for the nine month period ended September 30, 1996.

INTEREST EXPENSE

Interest expense increased $2.1 million from $13.0 million for the nine month
period ended September 30, 1995 to $15.1 million for the nine month period ended
September 30, 1996.  The increase in interest expense was due to the interest on
the Series D Notes which were used to finance the acquisitions of CRS, Mascot
and King-O-Matic, and the related amortization of debt issuance costs.  The
Series D Notes were issued on June 1, 1995 and therefore were only outstanding
for four months during the nine month period ended September 30, 1995.


LIQUIDITY AND CAPITAL RESOURCES

The Company had total cash and cash equivalents on hand of $8.3 million at
September 30, 1996, representing a decrease in net cash of $0.4 million for the
nine months then ended.  Net cash provided by operating activities was $7.4
million for the nine months ended September 30, 1996.  Net cash used in
investing activities was $10.0 million for the nine months ended September 30,
1996, including $4.1 million for the acquisition of Tranzparts and $5.9 million
in capital expenditures largely for transmission and engine remanufacturing
equipment and other improvements related to the Company's new plant in Joplin,
Missouri.  Net cash provided by financing activities was $2.1 million,
representing net borrowings on bank lines of credit.

The Company has budgeted a total of $9.8 million for capital expenditures for
1996, including $5.2 million for the purchase of additional transmission and
engine remanufacturing equipment to provide an increase in production capacity. 
Of the budgeted capital expenditures, as of September 30, 1996, the Company had
incurred $5.9 million and had placed purchase orders of $2.2 million for
additional equipment and leasehold improvements.

As of September 30, 1996, the Company had approximately $26.3 million available
under its $30.0 million primary revolving credit facility.  On October 1, 1996,
the Company borrowed $6.9 million under the revolving credit facility to
purchase Diverco.  The Company has also entered into a non-binding letter of
intent for the acquisition of another North American drive train parts
distributor.  The letter of intent provides for a purchase price of
approximately $10.0 million, which would be drawn from the revolving credit
facility if the transaction is consummated.

                                   -11-

<PAGE>

In July 1996, the Company entered into an agreement with Bank of Montreal 
("BOM") for a $3.0 million Canadian revolving credit facility to accommodate 
the working capital needs of the Company's Canadian subsidiaries, 
King-O-Matic and Mascot.  Borrowings under the agreement are limited to 
certain advance rates based upon the eligible accounts receivable and 
inventory of King-O-Matic and Mascot up to an aggregate maximum of $3.0 
million Canadian, are due upon demand and bear interest at the BOM Prime 
Lending Rate plus 0.25%. The agreement contains certain covenants including a 
tangible net worth covenant for King-O-Matic and Mascot combined, and the 
terms of the agreement are subject to annual review.

PLANNED OFFERING

On June 24, 1996, the Company filed a Form S-1 Registration Statement with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended, to register the sale by the Company of shares of its Common Stock
(the "Offering").  Completion of the Offering is subject to a number of factors,
including SEC approval of the Registration Statement and negotiation and
execution of an Underwriting Agreement between the Company and the several
underwriters who will participate in the Offering.

Simultaneous with the consummation of the Offering, the Company will be merged
with Aftermarket Technology Holdings Corporation ("Holdings"), the sole
stockholder of the Company.  Upon the effectiveness of such merger, the
outstanding shares of Holdings Common Stock will be converted into shares of the
Company's Common Stock, and the outstanding shares of Holdings Preferred Stock
will be converted into the right to receive cash equal to its stated value plus
accrued and unpaid dividends to the effective date of the reorganization (the
"Preferred Stock Reorganization Consideration").  The total stated value of the
Holdings Preferred Stock is $20.0 million and the accrued and unpaid dividends
at September 30, 1996 totaled approximately $4.6 million. 

The net proceeds from the Offering will be used by the Company to redeem $40
million in aggregate principal amount of its Series B and D Senior Subordinated
Notes (the "Senior Notes") at a redemption price of 112% plus accrued interest
thereon, and to pay the aggregate Preferred Stock Reorganization Consideration. 
Any remaining net proceeds will be used by the Company for general corporate
purposes.  If the net proceeds from the Offering are not sufficient to fund the
intended redemption of the Senior Notes and payment of the aggregate Preferred
Stock Redemption Consideration, the Company expects that the balance of the
Preferred Stock Redemption Consideration would be paid from cash on hand.  No
assurance can be given that the Company will successfully complete the Offering.

GENERAL

The Company believes that cash on hand, cash flow from operations and existing
borrowing capacity will be sufficient to fund its ongoing operations, its
budgeted capital

                                    -12-

<PAGE>

expenditures, and the potential acquisition as described in the preceding 
paragraphs.  In pursuing additional future acquisitions, the Company expects 
to have to consider the effect any such acquisition costs may have on its 
liquidity.  In order to consummate such acquisitions, the Company may 
accordingly need to seek to raise additional capital through additional 
borrowings or equity financings. The information in this paragraph is 
forward-looking and involves risks and uncertainties that could significantly 
impact the Company's expected liquidity requirements in the short and long 
term.  While it is impossible to itemize the many factors and specific events 
that could affect the Company's outlook for its liquidity requirements, such 
factors would include the possible reduction in deliveries to one or more 
significant customers for any reason and the possible effect of assimilating 
acquisitions into the Company's existing operations and the expansion of 
those operations.



                                   -13-

<PAGE>


                        AFTERMARKET TECHNOLOGY CORP.

                       Part II.    Other Information




   Items 1 - 5 are not applicable.

   Item 6 Exhibits and Reports on Form 8-K

         No exhibits or reports were filed on Form 8-K during the quarter.





                                   -14-

<PAGE>


                         AFTERMARKET TECHNOLOGY CORP.

                                 Signatures


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.


                                            AFTERMARKET TECHNOLOGY CORP.


                                                   /s/ John C. Kent
                                          ____________________________________
                                                       John C. Kent
                                                CHIEF FINANCIAL OFFICER

*  John C. Kent is signing in the dual capacities as i) the principal financial
officer, and ii) a duly authorized officer of the company.




                                      -15-


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