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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Date of report (Date of earliest event reported): February 23, 1998
AFTERMARKET TECHNOLOGY CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-21803 95-4486486
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
900 Oakmont Lane - Suite 100, Westmont, IL 60559
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (630) 455-6000
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AFTERMARKET TECHNOLOGY CORP.
FORM 8-K
ITEM 5. OTHER EVENTS.
On February 23, 1998, Aftermarket Technology Corp. (the "Company")
released its financial results for the quarter and year ended December 31,
1997. Attached as Exhibit 99 hereto is a copy of the press release issued by
the Company announcing such results. On February 24, 1998, Stephen J. Perkins,
Chairman of the Board, President and Chief Executive Officer of the Company,
and John C. Kent, Chief Financial Officer of the Company, conducted a
securities analyst/investor meeting at which the following additional
information was disclosed:
FOURTH QUARTER REVENUE BY CUSTOMER GROUP
Sales to OEM customers during the fourth quarter of 1997 were
$38.5 million compared to $40.5 million during the fourth quarter of 1996,
reflecting lower shipments to Chrysler during the fourth quarter of 1997
partially offset by $3.2 million of sales by ATS Remanufacturing, which was
acquired in July 1997. Sales to Independent Aftermarket customers during the
fourth quarter of 1997 were $51.1 million compared to $33.0 million during the
fourth quarter of 1996. Fourth quarter 1997 sales to the Independent
Aftermarket included $16.2 million of sales by REPCO Industries, Trans Mart and
Metran, which were acquired in January, August and November 1997, respectively.
ANNUAL REVENUE BY CUSTOMER GROUP
Sales to OEM customers during 1997 were $162.3 million (including $5.6
million of sales by ATS Remanufacturing following its acquisition) compared to
$141.5 million during 1996. Sales to Independent Aftermarket customers during
1997 were $183.8 million (including $44.4 million of sales by REPCO Industries,
Trans Mart and Metran following their acquisitions) compared to $131.4 million
during 1996.
REVENUE FROM ACQUISITIONS COMPARED TO INTERNAL GROWTH
The Company's 1997 sales of $346.1 million were comprised of
$296.1 million of sales from existing operations and $50.0 of sales from the
four businesses acquired by the Company during 1997 (ATS Remanufacturing, REPCO
Industries, Trans Mart and Metran). On a pro forma basis giving effect to the
four acquisitions as of January 1, 1997, total sales for the year would have
been $392.5 million, including $96.4 million from the four acquisitions.
CAPITALIZATION
Total debt declined to $149.1 million (including $15.7 million under the
Company's $100.0 million revolving credit facility) at December 31, 1997 from
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$197.4 million (including $64.2 million under the credit facility) at
September 30, 1997. The decline was due to the repayment of debt under the
credit facility with proceeds from the Company's sale of 2.2 million shares
of common stock in November 1997. Stockholders' equity increased to $175.6
million and debt as a percentage of capital declined to 46% at December 31,
1997 from $119.5 million and 62%, respectively, at September 30, 1997.
AUTOCRAFT ACQUISITION
As previously disclosed, the Company has entered into a definitive
agreement to acquire substantially all of the assets of the OEM Division of
Autocraft Industries, Inc. (which acquisition is expected to be completed by
the end of the first quarter of 1998, subject to the Company obtaining
necessary financing and the satisfaction of certain conditions customary in
this type of transaction, including receipt of certain third party consents
and requisite governmental approvals). Below is certain unaudited pro forma
financial data giving effect, as of January 1, 1997, to (i) the completion of
the Autocraft acquisition and (ii) the incurrence of bank debt to finance the
acquisition:
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<CAPTION>
YEAR ENDED DECEMBER 31, 1997
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ACTUAL PRO FORMA
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(DOLLARS IN MILLIONS)
<S> <C> <C>
Revenue Mix Data:
Independent Aftermarket............... 53% 45%
Chrysler.............................. 32 20
Ford.................................. - 15
General Motors........................ 2 7
Other OEMs............................ 13 9
United Kingdom operations............. - 4
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100% 100%
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Capitalization Data:
Bank debt.............................. $ 15.7 $ 135.2
Seller notes........................... 12.1 24.6
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Total senior debt...................... 27.8 159.8
Subordinated debt...................... 121.3 121.3
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Total debt............................. 149.1 281.1
Common equity.......................... 175.6 175.6
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Total capitalization................... 324.7 456.7
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Debt as a percentage of capital........ 46% 62%
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The foregoing pro forma financial data (i) is not necessarily indicative
of the results of operations that would actually have occurred if the
Autocraft acquisition had been consummated as of January 1, 1997, (ii) is not
necessarily indicative of the results of future operations, and (iii) does
not contain all the information required by the Securities and Exchange
Commission regarding pro forma financial statements.
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1998 EPS OUTLOOK
The Company confirmed that analysts' estimates of the Company's earnings
per fully diluted share for the year ending December 31, 1998 (which the
Company understands range between $1.40 per share and $1.43 per share) are in
line with the Company's expectations for the year. However, the Company
indicated that, due to mild weather during the first quarter of 1998, it
expects revenues for the quarter, and therefore earnings per share for the
quarter, to be slightly below analysts' estimates. The Company expects that
the operations to be acquired from Autocraft will produce between 5 cents and
7 cents of additional earnings per fully diluted share during 1998 if the
Autocraft acquisition is completed by the end of the first quarter of 1998.
FORWARD LOOKING STATEMENT NOTICE
The above paragraph captioned "1998 EPS Outlook" contains forward-looking
statements that involve risks and uncertainties because such statements are
based upon assumptions as to future events that may not prove to be accurate.
There can be no assurance that actual results will not differ materially from
those projected or implied by such statements. The factors that could cause
actual results to differ include, but are not limited to, the possibility that
the Autocraft acquisition may not be completed, concentration of sales to
Chrysler, the Company's ability to achieve and manage growth, and competition,
as well as other factors discussed in the Company's other filings with the
Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99 Press release dated February 23, 1998
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.
Dated: February 26, 1998
By: /s/ Joseph Salamunovich
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Joseph Salamunovich
Vice President
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EXHIBIT 99
NEWS RELEASE
FOR MORE INFORMATION, CALL
John Snyder, Kaufer Miller Communications, (425) 450-9965, [email protected]
John Kent, Aftermarket Technology, (630) 455-6000, [email protected]
FOR IMMEDIATE RELEASE
FEBRUARY 23, 1998
AFTERMARKET TECHNOLOGY REPORTS
FOURTH QUARTER AND 1997 FINANCIAL RESULTS
FOURTH QUARTER NET INCOME UP 48%
WESTMONT, IL., FEBRUARY 23, 1998 -- Aftermarket Technology Corp. (NASDAQ:
ATAC), a leading remanufacturer and distributor of drive train products used in
automotive aftermarket repair, today announced its financial and operating
results for the quarter and year ended December 31, 1997.
For the fourth quarter, the Company reported record revenues of
$89.6 million, up 22% over $73.6 million in the fourth quarter of 1996. Net
income during the most recent quarter increased 48% to $5.9 million, or 29
cents per diluted share, up from $4.0 million, or 23 cents per diluted share
in the fourth quarter of 1996. The number of shares used in the calculation
of net income per share was 20.6 million for the fourth quarter of 1997, as
compared to 17.0 million for the comparable quarter of 1996. The increase in
shares resulted primarily from the Company's public offering of common stock
in October 1997.
For the twelve months ended December 31, 1997, the Company's
revenues increased 27% to $346.1 million, compared to $273.0 million during
the prior 12-month period. Income before extraordinary charge for 1997
increased 41% to $23.0 million, or $1.19 per diluted share, compared to net
income of $16.3 million, or $1.02 per diluted share, for 1996. The
extraordinary charge was $3.7
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Aftermarket Technology Reports Fourth Quarter and 1997 Financial Results
Page 2
million, or 20 cents per diluted share, net of tax, related to the early
retirement of debt in February 1997.
"Last year was an exceptional year for our company," commented
Stephen J. Perkins, Chairman, President and CEO of Aftermarket Technology.
"During 1997, we had record results, driven in part by four successful
acquisitions. In addition, we undertook a number of financial initiatives to
increase our financial flexibility, including the successful fourth-quarter
completion of our second common stock offering, and we completed the
consolidation of our nine distribution group companies into a single unit.
We also continued our commitment to quality, which was demonstrated by three
of our companies achieving QS9000 or ISO9002 certification during the year."
The Company completed four strategic acquisitions during 1997.
Three of these, REPCO Industries in January, Trans Mart in August, and Metran
Automatic Transmission Parts in November, expanded the Company's distribution
capability into the Southeast and Northeast and significantly enhanced the
Company's telemarketing capability. The acquisition of ATS Remanufacturing
in July broadened the Company's customer base to include General Motors.
In October, the Company completed a public offering in which it sold
2,200,000 shares of its common stock at $23.25 per share and used the net
proceeds to repay a portion of the outstanding indebtedness under its revolving
credit facility. At December 31, 1997, the Company's debt-to-total capital
ratio was approximately 46%, compared to 62% at September 30, 1997.
In events subsequent to the year-end, the Company announced on
February 10, 1998, that it has signed a definitive agreement to acquire the
OEM Division of Autocraft Industries, Inc. The OEM Division, based in
Oklahoma City with additional operations in Houston, Dallas and Grantham,
England, has annual sales of over $150 million and 1,500 employees, and its
principal customers include General Motors and Ford. This acquisition will
significantly expand the Company's OEM relationships. The cash purchase
price for the acquisition will be $112.5 million to be paid at closing, plus
up to an additional $12.5 million to be paid in 1999 based on the performance
of the OEM Division's European operations during 1998. The acquisition is
expected to close during the first quarter of 1998 and is subject to the
Company obtaining necessary financing and the satisfaction of
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Aftermarket Technology Reports Fourth Quarter and 1997 Financial Results
Page 3
certain conditions customary in this type of transaction, including receipt
of certain third party consents and requisite governmental approvals.
Aftermarket Technology is a leading remanufacturer and distributor
of drive train products used in the repair of vehicles in the automotive
aftermarket. Aftermarket Technology's principal products include
remanufactured transmissions, torque converters and engines, as well as
remanufactured and new parts for the repair of automotive drive train
assemblies. The Company's customers include original equipment
manufacturers, independent transmission rebuilders, general repair shops,
distributors and retail automotive parts stores. Established in 1994, the
Company maintains over 50 distribution centers throughout the United States
and Canada.
(table to follow)
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Aftermarket Technology Reports Fourth Quarter and 1997 Financial Results
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AFTERMARKET TECHNOLOGY CORP.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
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<CAPTION>
Three Months Ended December 31, Twelve Months Ended December 31,
1997 1996 1997 1996
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(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net sales $ 89,620 $ 73,572 $ 346,110 $ 272,879
Cost of sales 54,737 44,353 212,416 166,811
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Gross profit 34,883 29,219 133,694 106,068
Selling, general and
administrative expense 19,291 16,859 73,768 55,510
Amortization of intangible assets 1,326 957 4,501 3,738
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Income from operations 14,266 11,403 55,425 46,820
Interest and other income 455 466 1,912 1,181
Interest expense 4,854 5,142 18,822 20,287
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Income before income taxes
and extraordinary item 9,867 6,727 38,515 27,714
Provision for income taxes 3,995 2,769 15,512 11,415
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Income before extraordinary item 5,872 3,958 23,003 16,299
Extraordinary item - net of income tax
benefit of $2,520 - - 3,749 -
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Net income $ 5,872 $ 3,958 $ 19,254 $ 16,299
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Per share of common stock:
Income before extraordinary item $ 0.29 $ 0.23 $ 1.19 $ 1.02
Extraordinary item, net of tax - - (0.20) -
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Net income per share $ 0.29 $ 0.23 $ 0.99 $ 1.02
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Shares used in calculation of
net income per share 20,561 17,024 19,335 15,918
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