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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Date of report (Date of earliest event reported): 10/27/00
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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.)
ONE OAK HILL CENTER - SUITE 400, 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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NONE
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(Former name or address, if changed since last report)
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AFTERMARKET TECHNOLOGY CORP.
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Aftermarket Technology Corp. (the "Company") filed a current report on Form 8-K
dated October 27, 2000 (the "Current Report") pertaining to the sale of all the
outstanding capital stock of its ATC Distribution Group Inc. (the "Distribution
Group") subsidiary to ATCDG Acquisition Corp., Inc. ("Buyer"), an indirect
wholly owned subsidiary of Aceomatic-Recon Holdings Corporation, which is an
affiliate of The Riverside Company. At the time of the filing of the Current
Report, it was impractical for the Company to provide pro forma financial
information to reflect the sale of the Distribution Group. Pursuant to the
instructions for Item 7 of the Form 8-K, the Company hereby amends Item 7 of the
Current Report to include the previously omitted information as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
1) Unaudited proforma consolidated balance sheet at
September 30, 2000.
2) Unaudited proforma consolidated statement of income
for the nine months ended September 30, 2000.
3) Unaudited proforma consolidated statement of income
for the year ended December 31, 1999.
1
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.
Dated: January 10, 2001
By: /s/ Barry C. Kohn
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Barry C. Kohn, Chief Financial Officer
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AFTERMARKET TECHNOLOGY CORP.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(In thousands, except share and per share data)
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- --------
ASSETS
Current Assets:
Cash and cash equivalents $ 4,007 $ 4,007
Accounts receivable, net 55,161 55,161
Inventories 37,716 37,716
Prepaid and other assets 4,179 4,179
Refundable income taxes 3,438 3,438
Deferred income taxes 58,370 58,370
Assets of discontinued operations held for sale, net 48,130 (57,042) (1)
14,914 (2) 6,002
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Total current assets 211,001 (42,128) 168,873
Property, plant and equipment, net 42,829 42,829
Debt issuance costs, net 4,497 4,497
Cost in excess of net assets acquired, net 176,204 176,204
Other assets 265 10,294 (3) 10,559
Assets of discontinued operations held for sale, net 16,903 (12,905) (1) 3,998
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Total assets $ 451,699 $ (44,739) $ 406,960
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 40,045 $ 40,045
Accrued expenses 25,617 (133) (4) 25,484
Bank line of credit 1,278 1,278
Credit facility 25,840 25,840
Amounts due to acquired companies 2,647 2,647
Liabilities of discontinued operations - 14,914 (2) 14,914
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Total current liabilities 95,427 14,781 110,208
12% Series B and D Senior Subordinated Notes 111,078 111,078
Amount drawn on credit facility, less current portion 152,199 (59,946) (4) 92,253
Amounts due to acquired companies, less current portion 6,802 6,802
Deferred compensation 3,067 3,067
Other long-term liabilities 507 507
Deferred income taxes 10,291 10,291
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 - 20,911,510 and 20,612,764
(including shares held in teasury) 209 209
Additional paid-in capital 136,480 136,480
Accumulated (deficit) earnings (61,358) (61,358)
Accumulated other comprehensive loss (1,009) 426 (1) (583)
Common stock held in treasury, at cost (172,000
shares) (1,994) (1,994)
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Total stockholders' equity 72,328 426 72,754
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Total liabilities and stockholders' equity $ 451,699 $ (44,739) $ 406,960
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SEE ACCOMPANYING NOTES. 3
Aftermarket Technology Corp.
Notes to Unaudited Pro Forma Consolidated Balance Sheet
The accompanying unaudited pro forma consolidated balance sheet reflects the
sale of the Distribution Group as if it had occurred on September 30, 2000. The
adjustments reflect the sale as follows:
(1) Gives effect to the elimination of the book value of the net assets of
the Distribution Group that were sold.
(2) Adjustment gives effect to the reclassification of estimated
remaining obligations and accrued losses and other costs related to
discontinued operations which were previously netted against Assets
of discontinued operations held for sale, net.
(3) Adjustment gives effect to the non-cash proceeds received from the sale
of the Distribution Group, comprised of Series B preferred stock of
Buyer valued by the Company at $1.9 million (stated value of $8.7
million net of a valuation allowance of $6.8 million) and an 18% senior
subordinated promissory note of the Buyer with a principal amount of
$10.1 million and a discounted value of $8.4 million.
(4) Adjustment gives effect to the application of the $60.1 million cash
proceeds from the sale of the Distribution Group to (i) repay $40.0
million of principal and $0.1 million of accrued interest under the
term loan portion of the Company's senior credit facility and (ii)
use $20.0 million of cash proceeds to repay a portion of the balance
outstanding under the revolving loan portion of the Company's senior
credit facility and to pay current and future fees and expenses
associated with the transaction.
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AFTERMARKET TECHNOLOGY CORP.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Continuing Pro Forma
Operations (1) Adjustments Pro Forma
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Net sales $ 250,745 $ - $ 250,745
Cost of sales 162,665 - 162,665
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Gross profit 88,080 - 88,080
Selling, general and
administrative expense 34,981 - 34,981
Amortization of intangible assets 3,769 - 3,769
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Income from operations 49,330 - 49,330
Other income (expense), net (22) 1,078 (2) 1,056
Interest expense 17,773 538 (3)
758 (4) 19,069
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Income before income taxes 31,535 (218) 31,317
Income tax expense 12,047 (83) (5) 11,964
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Income from continuing operations $ 19,488 $ (135) $ 19,353
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Per common share - basic:
Income from continuing operations $ 0.94 $ - $ 0.94
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Weighted average number of common
shares outstanding 20,634 20,634 20,634
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Per common share - diluted:
Income from continuing operations $ 0.92 $ (0.01) $ 0.91
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Weighted average number of common and
common equivalent shares outstanding 21,243 21,243 21,243
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SEE ACCOMPANYING NOTES. 5
Aftermarket Technology Corp.
Notes to Unaudited Pro Forma Consolidated Statement of Income
The accompanying unaudited pro forma consolidated statement of income reflects
the sale of the Distribution Group as if it had occurred on January 1, 2000. The
adjustments reflect this activity as follows:
(1) During 2000, the Company adopted a plan to discontinue the Independent
Aftermarket segment of its business, which contains the Distribution
Group and its remanufactured engines business. This column is presented
after the discontinued operations accounting treatment to remove the
Independent Aftermarket from income from continuing operations for the
nine months ended September 30, 2000.
(2) As part of the sale of the Distribution Group the Company received from
the Buyer an 18% senior subordinated promissory note in the principal
amount of $10.1 million, discounted to a present value of $8.4 million.
The adjustment reflects recognition of the related interest income.
(3) Adjustment to reflect the increase in interest expense resulting from
the actual total consideration received from the sale of the
Distribution Group of $71.7 million, as compared to the interest expense
previously allocated to discontinued operations, which was based upon
estimated total consideration of $80.0 million.
(4) Adjustment to reflect the increase in interest expense resulting from
the actual cash proceeds received from the sale of the Distribution
Group of $60.1 million, as compared to the interest expense previously
allocated to discontinued operations, which was based upon total
consideration of $71.7 million.
(5) Adjustment to reflect the income tax expense resulting from the pro
forma adjustments at an effective tax rate of 38.1%.
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AFTERMARKET TECHNOLOGY CORP.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Removal of
Discontinued Pro Forma
Historical (1) Operations (2) Adjustments Pro Forma
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Net sales $ 564,965 $ (236,941) $ 328,024
Cost of sales 384,250 (168,033) 216,217
Special charges 4,895 (4,782) 113
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Gross profit 175,820 (64,126) - 111,694
Selling, general and
administrative expense 122,078 (75,052) 47,026
Amortization of intangible assets 7,420 (2,355) 5,065
Special charges 8,868 (5,004) 3,864
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Income from operations 37,454 18,285 - 55,739
Other income (expense), net 393 (70) 1,471 (3) 1,794
Interest expense 26,895 (4,121) 919 (4) 23,693
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Income before income taxes 10,952 22,336 552 33,840
Income tax expense 4,145 8,086 200 (5) 12,431
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Income from continuing operations $ 6,807 $ 14,250 $ 352 $ 21,409
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Per common share - basic:
Income from continuing operations $ 0.33 $ 0.70 $ 0.02 $ 1.05
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Weighted average number of common
shares outstanding 20,325 20,325 20,325 20,325
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Per common share - diluted:
Income from continuing operations $ 0.32 $ 0.67 $ 0.02 $ 1.01
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Weighted average number of common and
common equivalent shares outstanding 21,164 21,164 21,164 21,164
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SEE ACCOPANYING NOTES. 7
Aftermarket Technology Corp.
Notes to Unaudited Pro Forma Consolidated Statement of Income
The accompanying unaudited pro forma consolidated statement of income reflects
the discontinuance of the Independent Aftermarket segment of the Company's
business. In addition it reflects the sale of the Distribution Group as if it
had occurred on January 1, 1999. The adjustments reflect this activity as
follows:
(1) Certain prior-year amounts have been reclassified to conform to the
2000 presentation.
(2) During 2000, the Company adopted a plan to discontinue the Independent
Aftermarket segment of its business, which contains the Distribution
Group and its remanufactured engines business. The adjustments reflect
the discontinued operations accounting treatment to remove the
Independent Aftermarket from income from continuing operations for the
year ended December 31, 1999.
(3) As part of the sale of the Distribution Group the Company received from
the Buyer an 18% senior subordinated promissory note in the principal
amount of $10.1 million, discounted to a present value of $8.4 million.
The adjustment reflects recognition of the related interest income.
(4) Adjustment to reflect the increase in interest expense resulting from
the actual cash proceeds received from the sale of the Distribution
Group of $60.1 million, as compared to the interest expense previously
allocated to discontinued operations, which was based upon total
consideration of $71.7 million.
(5) Adjustment to reflect the income tax expense resulting from the pro
forma adjustments at an effective tax rate of 36.2 %.
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