x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
SECURITIES
EXCHANGE ACT OF 1934
|
o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
SECURITIES
EXCHANGE ACT OF 1934
|
|
For
The Transition Period From ____________ To
______________
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DELAWARE
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95-4486486
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(State or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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1400
Opus Place, Suite 600, Downers Grove, IL
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60515
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(Address
of principal executive offices)
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(Zip
Code)
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Title
of Each Class
|
Name
of Each Exchange on Which Listed
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Common
Stock, $.01 par value
|
Nasdaq
Global Select Market
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Page
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BUSINESS
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|
·
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remove
the assembly, disassemble it into its component pieces, replace worn or
broken parts with remanufactured or new components, and reinstall the
assembly in the vehicle;
|
|
·
|
replace
the assembly with an assembly from a remanufacturer such as us;
or
|
|
·
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replace
the assembly with a new assembly manufactured by the
OEM.
|
|
·
|
First,
costs to the customers associated with remanufactured assemblies generally
are substantially less than costs associated with either new assemblies or
assemblies that have been rebuilt by the dealer following a severe
failure. This is due primarily to our lower labor costs and our use
of high volume salvage and manufacturing techniques that enable us to
refurbish and reuse a high percentage of original components. The
cost savings produced by remanufactured assemblies help our customers
manage their warranty expenses.
|
|
·
|
Second,
remanufactured assemblies are generally of consistent high quality due to
the precision manufacturing techniques, technical upgrades and rigorous
inspection and testing procedures we employ in remanufacturing. By
contrast, the quality of rebuilt assemblies generally is less consistent
because it is heavily dependent on the skill level of the particular
mechanic as well as the availability of adequate tooling and testing
equipment. For warranty repairs, consistent quality is
important to the customer providing the applicable warranty, because once
installed, the remanufactured product is usually covered by the customer’s
warranty for the balance of the original warranty
period.
|
|
·
|
Third,
replacement of a component with a remanufactured component generally takes
considerably less time than the time needed to rebuild the component,
thereby significantly reducing the time the vehicle is at the dealer or
repair shop and allowing the dealer or repair shop to increase its volume
of business.
|
|
·
|
Fourth,
the environmental benefits of remanufacturing may be significant. We
annually re-process thousands of tons of materials that would otherwise
have been discarded. Remanufacturing in our facilities, when
compared to rebuilding at various dealers, generally results in a more
efficient reuse of parts and a more controlled recycling of scrap
materials and excess fluids. This in turn leads to associated cost
savings and benefits to customers that are increasingly focused on
environmental compliance
issues.
|
|
·
|
consumers
retaining automobiles for shorter periods, which could occur in periods of
economic growth or stability;
|
|
·
|
transmission
designs that result in greater
reliability;
|
|
·
|
consumers
driving fewer miles per year due to high gasoline prices;
and
|
|
·
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mild
weather.
|
|
·
|
guidelines
that affect dealer decisions to rebuild units at the dealer rather than
install remanufactured
transmissions;
|
|
·
|
a
decision not to use remanufactured units for warranty
replacements;
|
|
·
|
shortened
warranty periods that could reduce the demand for our
products;
|
|
·
|
reductions
in the amount of inventory our OEM customers elect to
retain;
|
|
·
|
longer
time periods before remanufactured transmissions are introduced for use
with a particular automobile; and
|
|
·
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pricing
strategies.
|
|
·
|
quarterly
variations in our results of operations, which may be impacted by, among
other things, price renegotiations with, or loss of, our
customers;
|
|
·
|
quarterly
variations in the results of operations or stock prices of comparable
companies;
|
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·
|
announcements
of new products or services offered by us or our
competitors;
|
|
·
|
changes
in earnings estimates or buy/sell recommendations by financial
analysts;
|
|
·
|
the
stock price performance of our customers;
and
|
|
·
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general
market conditions or market conditions specific to particular
industries.
|
|
·
|
pricing
strategies;
|
|
·
|
changes
to our customers’ warranty
policies;
|
|
·
|
changes
in product costs from vendors;
|
|
·
|
the
risk of some of the items in our inventory becoming
obsolete;
|
|
·
|
the
availability and quality of cores;
|
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·
|
the
relative mix of products and services sold during the period;
and
|
|
·
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general
market and competitive conditions.
|
|
·
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dilutive
issuances of equity securities;
|
|
·
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reductions
in our operating results;
|
|
·
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incurrence
of debt and contingent liabilities;
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·
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future
impairment of goodwill and other intangibles;
and
|
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·
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other
acquisition-related expenses.
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·
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retain
key management members and technical personnel of acquired
companies;
|
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·
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successfully
merge corporate cultures and operational and financial systems;
and
|
|
·
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realize
sale and cost reduction synergies.
|
|
·
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a
portion of our cash flow from operations must be dedicated to interest
payments on our indebtedness and is not available for other purposes,
which amount would increase if prevailing interest rates
rise;
|
|
·
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it
may materially limit or impair our ability to obtain financing in the
future;
|
|
·
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it
may reduce our flexibility to respond to changing business and economic
conditions or take advantage of business opportunities that may arise;
and
|
|
·
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our
ability to pay dividends is
limited.
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PROPERTIES
|
Location
|
Approx.
Sq.
Feet
|
Lease
Expiration
Date
|
Products
Produced/Services Provided
|
|||
Springfield,
MO
|
280,800
|
2008
|
transmissions,
transfer cases and assorted components(1)
|
|||
Oklahoma
City, OK
|
100,000
|
2019
|
transmissions,
transfer cases and assorted components(1)
|
|||
Oklahoma
City, OK
|
200,000
|
owned(2)
|
transmissions
and assorted components(1)
|
|||
Oklahoma
City, OK
|
94,000
|
2008
|
returned
material reclamation and disposition, core management(3)
|
|||
Carrollton
(Dallas), TX
|
39,000
|
2009
|
radios,
telematics and instrument and display clusters(3)
|
|||
Ft.
Worth, TX
|
414,000
|
2013
|
wireless
device and accessory distribution, electronics packaging and related
services(3)
|
|||
Ft.
Worth, TX
|
375,000
|
2010
|
wireless
device and electronics test and repair, returns processing, accessory
packaging(3)
|
|||
Ft.
Worth, TX
|
180,000
|
2009
|
wireless
device and accessory packaging, distribution and related services(3)
|
|||
Grantham,
England
|
120,000
|
owned
|
engines
and related components(1)
|
_______________
|
(1)
|
This
facility is used by the Drivetrain
segment.
|
(2)
|
This
property is subject to a mortgage securing our bank credit
facility.
|
(3)
|
This
facility is used by the Logistics
segment.
|
LEGAL
PROCEEDINGS
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
High
|
Low
|
||||
2007
|
|||||
First quarter
|
$ | 25.67 | $ | 20.31 | |
Second quarter
|
32.44 | 24.11 | |||
Third quarter
|
33.75 | 25.41 | |||
Fourth quarter
|
35.00 | 25.88 | |||
2006
|
|||||
First quarter
|
$ | 22.68 | $ | 19.19 | |
Second quarter
|
26.83 | 21.77 | |||
Third quarter
|
25.64 | 16.81 | |||
Fourth quarter
|
22.31 | 17.49 |
Period
|
Total
number
of
Shares
Purchased
|
Price
Paid per
Share
|
Total
Number of
Shares
Purchased
as
Part of a
Publicly
Announced
Plan
|
Maximum
Number
of Shares
that
May Yet Be Purchased Under
the
Plan
|
October
1-31, 2007
|
–
|
−
|
–
|
–
|
November
1-30, 2007
|
–
|
−
|
–
|
–
|
December
1-31, 2007
|
53
|
$
30.17
|
53(1)
|
–
|
_______________
|
(1)
|
Repurchases
were made pursuant to our stock incentive plans. See Item 8.
"Consolidated Financial Statements and Supplementary Data - Note
11."
|
12/31/02
|
12/31/03
|
12/31/04
|
12/31/05
|
12/30/06
|
12/28/07
|
|
Aftermarket
Technology Corp.
|
100.00
|
94.62
|
111.03
|
134.07
|
146.76
|
188.00
|
New
Peer Group Index
|
100.00
|
118.87
|
168.28
|
187.12
|
201.05
|
189.09
|
Old
Peer Group Index
|
100.00
|
115.76
|
157.07
|
166.54
|
183.51
|
184.56
|
NASDAQ
Market Index
|
100.00
|
150.36
|
163.00
|
166.58
|
183.68
|
201.91
|
Year
Ended December 31,
|
|||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||||||
(In
thousands, except per share data)
|
|||||||||||||||||||
Statements
of Income Data:
|
|||||||||||||||||||
Net
sales
|
$ | 530,706 | $ | 497,974 | $ | 419,618 | $ | 375,600 | $ | 322,657 | |||||||||
Cost
of sales
|
397,670 | 393,269 | 315,507 | 275,453 | 227,239 | ||||||||||||||
Exit,
disposal, certain severance and other
charges(1)
|
1,962 | − | − | − | 200 | ||||||||||||||
Gross
profit
|
131,074 | 104,705 | 104,111 | 100,147 | 95,218 | ||||||||||||||
Selling,
general and administrative expense
|
66,131 | 54,538 | 48,993 | 45,034 | 45,332 | ||||||||||||||
Amortization
of intangible assets
|
435 | 269 | 125 | 125 | 299 | ||||||||||||||
Impairment
of goodwill
|
− | 14,592 | − | − | − | ||||||||||||||
Exit,
disposal, certain severance and other
charges(1)
|
1,411 | 1,938 | 523 | 3,766 | 8,273 | ||||||||||||||
Operating
income
|
63,097 | 33,368 | 54,470 | 51,222 | 41,314 | ||||||||||||||
Interest
income
|
1,141 | 605 | 2,026 | 2,658 | 2,863 | ||||||||||||||
Interest
expense
|
(969 | ) | (4,297 | ) | (7,696 | ) | (7,271 | ) | (8,169 | ) | |||||||||
Other
income, net
|
116 | 262 | 542 | 19 | 70 | ||||||||||||||
Equity
in income of investee
|
− | − | − | 146 | 277 | ||||||||||||||
Write-off
of debt issuance costs
|
− | (1,691 | ) | − | − | − | |||||||||||||
Income
tax expense
|
(23,404 | ) | (10,506 | ) | (16,344 | ) | (16,698 | ) | (13,477 | ) | |||||||||
Income
from continuing operations
|
$ | 39,981 | $ | 17,741 | $ | 32,998 | $ | 30,076 | $ | 22,878 | |||||||||
Income
from continuing operations per diluted
share(2)
|
$ | 1.81 | $ | 0.81 | $ | 1.53 | $ | 1.40 | $ | 0.93 | |||||||||
Shares
used in computation of income from continuing operations per
diluted share(2)
|
22,144 | 21,927 | 21,579 | 21,411 | 24,486 | ||||||||||||||
Other
Data:
|
|||||||||||||||||||
Capital
expenditures
|
$ | 23,027 | $ | 11,910 | $ | 17,292 | $ | 10,820 | $ | 12,927 |
As
of December 31,
|
||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||
(In
thousands)
|
||||||||||||||
Balance
Sheet Data:
|
||||||||||||||
Cash
and cash equivalents
|
$ | 40,149 | $ | 7,835 | $ | 45,472 | $ | 18,085 | $ | 59,628 | ||||
Working
capital, continuing operations
|
117,161 | 89,262 | 109,226 | 88,221 | 103,855 | |||||||||
Property,
plant and equipment, net
|
60,987 | 53,008 | 54,153 | 51,416 | 53,435 | |||||||||
Total
assets
|
389,374 | 345,677 | 407,780 | 390,277 | 451,862 | |||||||||
Current
and long-term debt outstanding
|
– | 17,800 | 90,779 | 112,406 | 127,342 | |||||||||
Long-term
liabilities, less current portion
|
35,389 | 46,194 | 107,077 | 122,225 | 134,545 | |||||||||
Total
stockholders' equity
|
280,513 | 232,330 | 221,230 | 186,373 | 229,251 |
_______________
|
(1)
|
See
Item 8. “Consolidated Financial Statements and Supplementary Data – Note
17” for a description of exit, disposal, certain severance and other
charges.
|
(2)
|
See
Item 8. “Consolidated Financial Statements and Supplementary Data – Note
12” for a description of the computation of earnings per
share.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF
FINANCIAL
|
|
CONDITION
AND RESULTS OF OPERATIONS
|
|
·
|
value-added
warehouse, packaging and distribution
services;
|
|
·
|
turnkey
order fulfillment and information
services;
|
|
·
|
test
and repair services;
|
|
·
|
automotive
electronic components remanufacturing and distribution services;
and
|
|
·
|
returned
material reclamation, disposition and core management
services,
|
Year
Ended December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||
Net
sales
|
$ | 530.7 | 100.0 | % | $ | 498.0 | 100.0 | % | $ | 419.6 | 100.0 | % | ||||||||
Gross
profit
|
131.1 | 24.7 | 104.7 | 21.0 | 104.1 | 24.8 | ||||||||||||||
SG&A
expense
|
66.1 | 12.5 | 54.5 | 10.9 | 49.0 | 11.7 | ||||||||||||||
Impairment
of goodwill
|
− | − | 14.6 | 2.9 | − | − | ||||||||||||||
Exit,
disposal, certain severance and other
charges(1)
|
3.4 | 0.6 | 1.9 | 0.4 | 0.5 | 0.1 | ||||||||||||||
Operating
income
|
63.1 | 11.9 | 33.4 | 6.7 | 54.5 | 13.0 | ||||||||||||||
Interest
income
|
1.1 | 0.2 | 0.6 | 0.1 | 2.0 | 0.5 | ||||||||||||||
Other
income, net
|
0.1 | − | 0.3 | − | 0.5 | 0.1 | ||||||||||||||
Write-off
of debt issuance costs
|
− | − | (1.7 | ) | (0.3 | ) | − | − | ||||||||||||
Interest
expense
|
(1.0 | ) | (0.2 | ) | (4.3 | ) | (0.9 | ) | (7.7 | ) | (1.8 | ) | ||||||||
Income
from continuing operations
|
40.0 | 7.5 | 17.7 | 3.6 | 33.0 | 7.9 |
(1)
|
Includes
charges of $2.0 million primarily related to the wind-down of activities
with certain low-volume customers classified as cost of sales in the
consolidated statement of income for
2007.
|
|
·
|
growth
in our Logistics segment, primarily related to increases in our programs
with GM (primarily an automotive electronics upgrade program that we
expect to be substantially completed by the end of the first quarter of
2008), TomTom, SonyEricsson, LG, T-Mobile, TiVo and a favorable mix of
services in our base business with
AT&T;
|
|
·
|
a
reduction in interest expense and a corresponding increase in interest
income in 2007 as compared to 2006 primarily due to a reduction in total
debt outstanding and an increase in cash and cash
equivalents;
|
|
·
|
recovery
from the costs in our Logistics segment incurred during 2006 associated
with the vertical integration of a test and repair program for Nokia that
had been previously outsourced and was subsequently terminated in
2007;
|
|
·
|
recovery
from the costs in our Logistics segment incurred during 2006 associated
with the launch of a new test and repair program in a new
market;
|
|
·
|
increased
volumes of Ford remanufactured transmissions compared to lower sales in
2006 that were due to inventory reductions in Ford’s distribution channel
during the first half of 2006;
|
|
·
|
increased
volumes of Honda remanufactured transmissions believed to be associated
with an extension of the warranty period for certain models, the impact of
which substantially ended during the third quarter of 2007;
and
|
|
·
|
benefits
from our on-going lean and continuous improvement program and other cost
reduction initiatives,
|
partially
offset by:
|
|
·
|
an
increase in product development, market development and start-up costs in
our Drivetrain segment associated with our NuVinci® CVP
project, which we expect to discontinue in the first quarter of
2008;
|
|
·
|
scheduled
price concessions to certain customers in our Logistics and Drivetrain
segments granted in connection with previous contract renewals;
and
|
|
·
|
lower
volumes of Chrysler remanufactured transmissions due to 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.
|
Net
Sales
|
|
·
|
growth
in our Logistics segment, primarily related to increases in our programs
with GM (primarily an automotive electronics upgrade program that we
expect to be substantially completed by the end of the first quarter of
2008), TomTom, SonyEricsson, LG, T-Mobile and
TiVo;
|
|
·
|
increased
volumes of Ford remanufactured transmissions compared to lower sales in
2006 that were due to inventory reductions in Ford’s distribution channel
during the first half of 2006; and
|
|
·
|
increased
volumes of Honda remanufactured transmissions believed to be associated
with the extension of the warranty period for certain models, the impact
of which substantially ended during the third quarter of
2007,
|
|
·
|
a
decline in Nokia revenues due to the termination of a test and repair
program in June 2007, partially offset by revenue from additional new
programs with Nokia;
|
|
·
|
a
reduction in sales to AT&T primarily resulting from a reduced mix of
component repair parts passed through our test and repair
services;
|
|
·
|
lower
volumes of Chrysler remanufactured transmissions due to 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;
|
|
·
|
scheduled
price concessions to certain customers in our Logistics and Drivetrain
segments granted in connection with previous contract renewals;
and
|
|
·
|
lower
sales for medium/heavy duty remanufactured transmissions in our Drivetrain
segment with Allison primarily resulting from a reduction in the cost of
component parts passed through the remanufacturing
process.
|
Reportable
|
Segments
|
Year
Ended December 31,
|
|||||||||||
2007
|
2006
|
||||||||||
Net
sales
|
$ | 293.9 | 100.0 | % | $ | 263.4 | 100.0 | % | |||
Segment
profit
|
$ | 45.0 | 15.3 | % | $ | 24.4 | 9.3 | % |
|
·
|
a
reduction of sales to AT&T primarily resulting from a reduced mix of
component repair parts passed through our test and repair services;
|
|
·
|
a
decline in Nokia revenues due to the termination of a test and repair
program in June 2007, partially offset by revenue from additional new
programs with Nokia; and
|
|
·
|
scheduled
price concessions granted to a customer in connection with a previous
contract renewal.
|
Year
Ended December 31,
|
|||||||||||
2007
|
2006
|
||||||||||
Net
sales
|
$ | 236.8 | 100.0 | % | $ | 234.6 | 100.0 | % | |||
Segment
profit
|
$ | 18.1 | 7.6 | % | $ | 9.0 | 3.8 | % |
|
·
|
increased
volumes of Ford remanufactured transmissions compared to lower sales in
2006 that were due to inventory reductions in Ford’s distribution channel
during the first half of 2006; and
|
|
·
|
increased
volumes of Honda remanufactured transmissions believed to be associated
with the extension of the warranty period for certain models, the impact
of which substantially ended during the third quarter of
2007,
|
|
·
|
lower
volumes of Chrysler remanufactured transmissions due to 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;
|
|
·
|
lower
sales for medium/heavy duty remanufactured transmissions with Allison
primarily resulting from a reduction in the cost of component parts passed
through the remanufacturing process;
and
|
|
·
|
scheduled
price concessions granted to certain customers in connection with previous
contract renewals.
|
|
·
|
scheduled
price reductions to certain customers in our Drivetrain and Logistics
segments pursuant to recent contract
renewals;
|
|
·
|
a
lower volume of Ford remanufactured transmissions we believe to be largely
the result of (i) comparatively higher sales in 2005 due to inventory
increases in Ford’s distribution channel during the third and fourth
quarters of 2005 (we believe these higher inventory positions returned to
historical levels during the first half of 2006), and (ii) declining new
vehicle sales 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;
|
|
·
|
a
reduction in volume 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 and (ii)
comparatively higher sales in 2005 due to inventory increases in
Chrysler’s distribution channel;
|
|
·
|
an
increase in product development and startup cost in our Drivetrain segment
associated with our NuVinci CVP
project;
|
|
·
|
an
increase in cost in our Logistics segment associated with the vertical
integration of certain test and repair services that were previously
outsourced; and
|
·
|
an
increase in cost in our Logistics segment associated with the launch of a
new test and repair program in a new
market,
|
Net
Sales
|
|
·
|
an
increase in volumes in our Logistics segment, primarily related
to the launch and roll-out of new business added during 2005 with
AT&T, and to a lesser extent, Nokia, LG, Magellan, T-Mobile and
others, coupled with an increase in our base business with AT&T;
and
|
|
·
|
an
increase in volume of medium/heavy duty remanufactured transmissions in
our Drivetrain segment related to the roll-out of the program we launched
for Allison in the fourth quarter of 2005 (under the terms of our
remanufacturing program with Allison, we are required to purchase the
transmission core; accordingly, our results for 2006 and 2005 reflect
$23.6 million and $3.2 million, respectively, for core included in both
net sales and cost of goods sold);
|
partially
offset by:
|
|
·
|
a
lower volume of Ford remanufactured transmissions we believe to be largely
the result of (i) comparatively higher sales in 2005 due to inventory
increases in Ford’s distribution channel during the third and fourth
quarters of 2005 (we believe these higher inventory positions returned to
historical levels during the first half of 2006), and (ii) declining new
vehicle sales 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;
|
|
·
|
a
reduction in volume 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 and (ii)
comparatively higher sales in 2005 due to inventory increases in
Chrysler’s distribution channel;
|
|
·
|
a
one-time sale in 2005 of $12.5 million of transmission components at cost
relating to end-of-life support for an OEM transmission program that
ceased production in late 2000; and
|
|
·
|
scheduled
price reductions to certain customers in our Drivetrain and Logistics
segments pursuant to recent contract
renewals.
|
Year
Ended December 31,
|
|||||||||||
2006
|
2005
|
||||||||||
Net
sales
|
$ | 263.4 | 100.0 | % | $ | 153.2 | 100.0 | % | |||
Segment
profit
|
$ | 24.4 | 9.3 | % | $ | 18.1 | 11.8 | % |
Year
Ended December 31,
|
|||||||||||
2006
|
2005
|
||||||||||
Net
sales
|
$ | 234.6 | 100.0 | % | $ | 266.4 | 100.0 | % | |||
Segment
profit
|
$ | 9.0 | 3.8 | % | $ | 36.4 | 13.7 | % |
|
·
|
a
lower volume of Ford remanufactured transmissions we believe to be largely
the result of (i) comparatively higher sales in 2005 due to inventory
increases in Ford’s distribution channel during the third and fourth
quarters of 2005 (we believe these higher inventory positions returned to
historical levels during the first half of 2006), and (ii) declining new
vehicle sales resulting in a reduction in the population of vehicles in
the zero to eight-year age category, which category we believe drives the
majority of demand for our Ford
products;
|
|
·
|
a
reduction in volume 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 and (ii)
comparatively higher sales in 2005 due to inventory increases in
Chrysler’s distribution channel;
|
|
·
|
a
one-time sale in 2005 of $12.5 million of transmission components at cost
relating to end-of-life support for an OEM transmission program that
ceased production in late 2000;
|
|
·
|
a
reduction in volume of remanufactured engines for certain older European
engine programs;
|
|
·
|
a
reduction in volume of Honda remanufactured transmissions used in warranty
applications; and
|
|
·
|
scheduled
price reductions to certain customers pursuant to recent contract
renewals,
|
Applicable
Rate
|
|||
Consolidated
Leverage Ratio
|
LIBOR
Margin and Letters of Credit
|
Commitment
Fee
|
Prime
Rate Margin
|
Less
than
1.00:1
|
1.00%
|
0.20%
|
0.00%
|
Greater
or equal to 1.00:1 but less than 1.75:1
|
1.25%
|
0.25%
|
0.25%
|
Greater
or equal to 1.75:1 but less than 2.50:1
|
1.50%
|
0.30%
|
0.50%
|
Greater
or equal to 2.50:1
|
1.75%
|
0.35%
|
0.75%
|
Total
|
Less
than
1 year
|
1 – 3
years
|
3 – 5
years
|
More
than
5
years
|
||||||||||
Debt
Obligations:
|
||||||||||||||
Letters
of
credit
|
$ | 1.5 | $ | − | $ | − | $ | 1.5 | $ | − | ||||
Interest
on credit facility(1)
|
1.0 | 0.3 | 0.6 | 0.1 | – | |||||||||
Total
debt obligations
|
2.5 | 0.3 | 0.6 | 1.6 | – | |||||||||
Operating lease
obligations
|
28.1 | 7.7 | 10.2 | 5.0 | 5.2 | |||||||||
Purchase
obligations(2)
|
29.5 | 29.5 | − | − | − | |||||||||
Executive
compensation agreements(3)
|
0.4 | 0.3 | 0.1 | − | − | |||||||||
Nonqualified
deferred compensation(4)
|
3.0 | 0.1 | 0.2 | 0.1 | 2.6 | |||||||||
Deferred
compensation(5)
|
0.5 | 0.1 | 0.3 | 0.1 | − | |||||||||
Total
|
$ | 64.0 | $ | 38.0 | $ | 11.4 | $ | 6.8 | $ | 7.8 |
(1)
|
Amount
represents estimated interest expense related to the unused portion of our
credit facility as of December 31, 2007. Interest is determined
assuming the credit facility was terminated on March 31, 2011, its
expiration date. There were no borrowings outstanding under the
credit facility at December 31,
2007.
|
(2)
|
Purchase
obligations primarily consist of contractual arrangements in the form of
purchase orders and other commitments with suppliers where there is a
fixed non-cancelable payment schedule or minimum payments due with a
reduced delivery schedule.
|
(3)
|
Represents
amounts payable to our former CEO, former CFO and another former
executive.
|
(4)
|
Represents
amounts payable to certain of our employees and directors under a
nonqualified deferred compensation
plan.
|
(5)
|
Relates
to the 1997 acquisition of a former Drivetrain segment business, which
requires us to make certain payments to key employees of the seller on
various dates subsequent to the closing date. Through December
31, 2007, we had made $3.2 million of these payments (including $0.1
million paid in 2007).
|
CONSOLIDATED
BALANCE SHEETS
|
|||||||
(In
thousands, except share and per share data)
|
|||||||
December
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
Assets
|
|||||||
Current
Assets:
|
|||||||
Cash
and cash equivalents
|
$ | 40,149 | $ | 7,835 | |||
Accounts
receivable, net
|
71,363 | 77,720 | |||||
Inventories
|
65,595 | 56,904 | |||||
Prepaid
and other assets
|
3,467 | 3,788 | |||||
Refundable
income taxes
|
2,036 | 1,382 | |||||
Deferred
income taxes
|
7,740 | 7,771 | |||||
Assets
of discontinued operations
|
- | 766 | |||||
Total
current assets
|
190,350 | 156,166 | |||||
Property,
plant and equipment, net
|
60,987 | 53,008 | |||||
Debt
issuance costs, net
|
507 | 664 | |||||
Goodwill
|
132,375 | 132,375 | |||||
Intangible
assets, net
|
892 | 1,327 | |||||
Long-term
investments
|
3,019 | 1,966 | |||||
Other
assets
|
1,244 | 171 | |||||
Total
assets
|
$ | 389,374 | $ | 345,677 | |||
Liabilities
and Stockholders' Equity
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable
|
$ | 35,140 | $ | 41,889 | |||
Accrued
expenses
|
34,617 | 19,060 | |||||
Book
overdraft
|
- | 5,059 | |||||
Income
taxes payable
|
3,308 | - | |||||
Deferred
compensation
|
124 | 130 | |||||
Liabilities
of discontinued operations
|
283 | 1,015 | |||||
Total
current liabilities
|
73,472 | 67,153 | |||||
Amount
drawn on credit facility
|
- | 17,800 | |||||
Deferred
compensation, less current portion
|
3,308 | 2,352 | |||||
Other
long-term liabilities
|
2,819 | 2,335 | |||||
Liabilities
related to uncertain tax positions
|
1,608 | - | |||||
Deferred
income taxes
|
27,654 | 23,707 | |||||
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) - 27,479,944
and 27,109,709
|
|||||||
as
of December 31, 2007 and 2006, respectively
|
275 | 271 | |||||
Additional
paid-in capital
|
232,312 | 223,288 | |||||
Retained
earnings
|
125,336 | 85,913 | |||||
Accumulated
other comprehensive income
|
3,766 | 3,537 | |||||
Common
stock held in treasury, at cost - 5,328,423 and 5,303,083
shares
|
|||||||
as
of December 31, 2007 and 2006, respectively
|
(81,176 | ) | (80,679 | ) | |||
Total
stockholders' equity
|
280,513 | 232,330 | |||||
Total
liabilities and stockholders' equity
|
$ | 389,374 | $ | 345,677 | |||
See
accompanying notes.
|
CONSOLIDATED
STATEMENTS OF INCOME
|
|||||||||||
(In
thousands, except per share data)
|
|||||||||||
For
the years ended December 31,
|
|||||||||||
2007
|
2006
|
2005
|
|||||||||
Net
sales:
|
|||||||||||
Services
|
$ | 293,917 | $ | 263,405 | $ | 153,220 | |||||
Products
|
236,789 | 234,569 | 266,398 | ||||||||
Total
net sales
|
530,706 | 497,974 | 419,618 | ||||||||
Cost
of sales:
|
|||||||||||
Services
|
211,937 | 210,055 | 115,019 | ||||||||
Products
|
185,733 | 183,214 | 200,488 | ||||||||
Products
- exit, disposal, certain severance and other charges
|
1,962 | - | - | ||||||||
Total
cost of sales
|
399,632 | 393,269 | 315,507 | ||||||||
Gross
profit
|
131,074 | 104,705 | 104,111 | ||||||||
Selling,
general and administrative expense
|
66,131 | 54,538 | 48,993 | ||||||||
Amortization
of intangible assets
|
435 | 269 | 125 | ||||||||
Impairment
of goodwill
|
- | 14,592 | - | ||||||||
Exit,
disposal, certain severance and other charges
|
1,411 | 1,938 | 523 | ||||||||
Operating
income
|
63,097 | 33,368 | 54,470 | ||||||||
Interest
income
|
1,141 | 605 | 2,026 | ||||||||
Other
income, net
|
116 | 262 | 542 | ||||||||
Write-off
of debt issuance costs
|
- | (1,691 | ) | - | |||||||
Interest
expense
|
(969 | ) | (4,297 | ) | (7,696 | ) | |||||
Income
from continuing operations before income taxes
|
63,385 | 28,247 | 49,342 | ||||||||
Income
tax expense
|
23,404 | 10,506 | 16,344 | ||||||||
Income
from continuing operations
|
39,981 | 17,741 | 32,998 | ||||||||
Loss
from discontinued operations,
|
|||||||||||
net
of income taxes
|
(374 | ) | (9,718 | ) | (1,990 | ) | |||||
Net
income
|
$ | 39,607 | $ | 8,023 | $ | 31,008 | |||||
Per
common share - basic:
|
|||||||||||
Income
from continuing operations
|
$ | 1.83 | $ | 0.82 | $ | 1.55 | |||||
Loss
from discontinued operations
|
$ | (0.02 | ) | $ | (0.45 | ) | $ | (0.09 | ) | ||
Net
income
|
$ | 1.82 | $ | 0.37 | $ | 1.45 | |||||
Per
common share - diluted:
|
|||||||||||
Income
from continuing operations
|
$ | 1.81 | $ | 0.81 | $ | 1.53 | |||||
Loss
from discontinued operations
|
$ | (0.02 | ) | $ | (0.44 | ) | $ | (0.09 | ) | ||
Net
income
|
$ | 1.79 | $ | 0.37 | $ | 1.44 | |||||
See
accompanying notes.
|
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
|
|||||||||||||||||||||||||||||
(In
thousands, except share data)
|
|||||||||||||||||||||||||||||
Accumulated
|
|||||||||||||||||||||||||||||
Additional
|
Other
|
Common
|
|||||||||||||||||||||||||||
Preferred
|
Common
|
Paid-In
|
Retained
|
Comprehensive
|
Unearned
|
Stock
in
|
|||||||||||||||||||||||
Stock
|
Stock
|
Capital
|
Earnings
|
Income
|
Compensation
|
Treasury
|
Total
|
||||||||||||||||||||||
Balance
at January 1, 2005
|
$ | - | $ | 260 | $ | 205,747 | $ | 46,882 | $ | 3,542 | $ | (749 | ) | $ | (69,309 | ) | $ | 186,373 | |||||||||||
Net
income
|
- | - | - | 31,008 | - | - | - | 31,008 | |||||||||||||||||||||
Translation
adjustments
|
- | - | - | - | (2,356 | ) | - | - | (2,356 | ) | |||||||||||||||||||
Comprehensive
income
|
28,652 | ||||||||||||||||||||||||||||
Issuance
of 93,125 shares of
common
stock from incentive stock awards
|
- | 1 | 1,475 | - | - | (1,476 | ) | - | - | ||||||||||||||||||||
Issuance
of 423,382 shares of common stock from exercise of stock
options
|
- | 4 | 4,266 | - | - | - | - | 4,270 | |||||||||||||||||||||
Tax
benefit from stock-based award transactions
|
- | - | 1,190 | - | - | - | - | 1,190 | |||||||||||||||||||||
Amortization
of unearned compensation
|
- | - | - | - | - | 1,065 | - | 1,065 | |||||||||||||||||||||
Repurchase
of 19,670 shares of common stock for treasury
|
- | - | - | - | - | - | (320 | ) | (320 | ) | |||||||||||||||||||
Balance
at December 31, 2005
|
- | 265 | 212,678 | 77,890 | 1,186 | (1,160 | ) | (69,629 | ) | 221,230 | |||||||||||||||||||
Net
income
|
- | - | - | 8,023 | - | - | - | 8,023 | |||||||||||||||||||||
Translation
adjustments
|
- | - | - | - | 2,337 | - | - | 2,337 | |||||||||||||||||||||
Unrealized
gain on available-
for-sale
securities, net of
income
taxes
|
- | - | - | - | 14 | - | - | 14 | |||||||||||||||||||||
Comprehensive
income
|
10,374 | ||||||||||||||||||||||||||||
Issuance
of 97,429 shares of
common
stock from incentive stock awards
|
- | 1 | (1 | ) | - | - | - | - | - | ||||||||||||||||||||
Issuance
of 472,354 shares of
common
stock from exercise of stock options
|
- | 5 | 7,490 | - | - | - | - | 7,495 | |||||||||||||||||||||
Tax
benefit from stock-based award transactions
|
- | - | 1,525 | - | - | - | - | 1,525 | |||||||||||||||||||||
Noncash
stock-based compensation
|
- | - | 2,756 | - | - | - | - | 2,756 | |||||||||||||||||||||
Repurchase
of 516,950 shares of common stock for treasury
|
- | - | - | - | - | - | (11,050 | ) | (11,050 | ) | |||||||||||||||||||
Reclassification
of unearned
compensation
upon adoption of SFAS 123R
|
- | - | (1,160 | ) | - | - | 1,160 | - | - | ||||||||||||||||||||
Balance
at December 31, 2006
|
- | 271 | 223,288 | 85,913 | 3,537 | - | (80,679 | ) | 232,330 | ||||||||||||||||||||
Net
income
|
- | - | - | 39,607 | - | - | - | 39,607 | |||||||||||||||||||||
Translation
adjustments
|
- | - | - | - | 258 | - | - | 258 | |||||||||||||||||||||
Unrealized
loss on available-
for-sale
securities, net of
income
taxes
|
- | - | - | - | (29 | ) | - | - | (29 | ) | |||||||||||||||||||
Comprehensive
income
|
39,836 | ||||||||||||||||||||||||||||
Issuance
of 140,075 shares of
common
stock from incentive stock awards
|
- | 1 | (1 | ) | - | - | - | - | - | ||||||||||||||||||||
Issuance
of 230,160 shares of
common
stock from exercise of stock options
|
- | 3 | 3,763 | - | - | - | - | 3,766 | |||||||||||||||||||||
Tax
benefit from stock-based award transactions
|
- | - | 1,136 | - | - | - | - | 1,136 | |||||||||||||||||||||
Noncash
stock-based compensation
|
- | - | 4,126 | - | - | - | - | 4,126 | |||||||||||||||||||||
Repurchase
of 17,362 shares of common stock for treasury
|
- | - | - | - | - | - | (497 | ) | (497 | ) | |||||||||||||||||||
Adjustment
to uncertain
tax
positions upon adoption
of
FIN 48
|
- | - | - | (184 | ) | - | - | - | (184 | ) | |||||||||||||||||||
Balance
at December 31, 2007
|
$ | - | $ | 275 | $ | 232,312 | $ | 125,336 | $ | 3,766 | $ | - | $ | (81,176 | ) | $ | 280,513 |
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||||||
(In
thousands)
|
|||||||||||
For
the years ended December 31,
|
|||||||||||
2007
|
2006
|
2005
|
|||||||||
Operating
Activities:
|
|||||||||||
Net
income
|
$ | 39,607 | $ | 8,023 | $ | 31,008 | |||||
Adjustments
to reconcile net income to net cash provided by
|
|||||||||||
operating
activities - continuing operations:
|
|||||||||||
Net
loss from discontinued operations
|
374 | 9,718 | 1,990 | ||||||||
Impairment
of goodwill
|
- | 14,592 | - | ||||||||
Write-off
of debt issuance costs
|
- | 1,691 | - | ||||||||
Depreciation
and amortization
|
15,403 | 13,871 | 13,062 | ||||||||
Noncash
stock-based compensation
|
4,126 | 2,756 | 1,065 | ||||||||
Amortization
of debt issuance costs
|
157 | 412 | 1,254 | ||||||||
Adjustments
to provision for losses on accounts receivable
|
(217 | ) | (23 | ) | 334 | ||||||
Loss
on sale of equipment
|
105 | 160 | 55 | ||||||||
Deferred
income taxes
|
4,291 | 3,916 | 9,311 | ||||||||
Changes
in operating assets and liabilities,
|
|||||||||||
net
of businesses acquired or discontinued/sold:
|
|||||||||||
Accounts
receivable
|
6,655 | (5,262 | ) | (24,919 | ) | ||||||
Inventories
|
(8,585 | ) | (5,013 | ) | 12,635 | ||||||
Prepaid
and other assets
|
(423 | ) | (244 | ) | 2,715 | ||||||
Accounts
payable and accrued expenses
|
13,714 | 8,346 | 1,305 | ||||||||
Net
cash provided by operating activities - continuing
operations
|
75,207 | 52,943 | 49,815 | ||||||||
Net
cash provided by (used in) operating activities - discontinued
operations
|
(339 | ) | 4,425 | 257 | |||||||
Investing
Activities:
|
|||||||||||
Purchases
of property, plant and equipment
|
(23,027 | ) | (11,910 | ) | (17,292 | ) | |||||
Purchases
of available-for-sale securities
|
(4,301 | ) | (3,981 | ) | (561 | ) | |||||
Purchase
of assets of a business
|
- | (1,746 | ) | - | |||||||
Purchase
of intangible assets
|
- | (950 | ) | - | |||||||
Proceeds
from sales of available-for-sale securities
|
3,348 | 2,511 | 218 | ||||||||
Proceeds
from redemption of note receivable from sale of business
|
- | - | 8,365 | ||||||||
Proceeds
from sale of property, plant and equipment
|
42 | 57 | 42 | ||||||||
Net
cash used in investing activities - continuing operations
|
(23,938 | ) | (16,019 | ) | (9,228 | ) | |||||
Net
cash provided by investing activities - discontinued
operations
|
- | 2,161 | 155 | ||||||||
Financing
Activities:
|
|||||||||||
Payments
on term debt
|
- | (90,685 | ) | (19,188 | ) | ||||||
(Payments)
borrowings on revolving credit facility, net
|
(17,800 | ) | 17,800 | - | |||||||
Debt
issuance costs
|
- | (786 | ) | 118 | |||||||
Net
change in book overdraft
|
(5,059 | ) | (5,426 | ) | 4,184 | ||||||
Proceeds
from exercise of stock options
|
3,766 | 7,495 | 4,270 | ||||||||
Tax
benefit from stock-based award transactions
|
996 | 1,329 | - | ||||||||
Repurchases
of common stock for treasury
|
(497 | ) | (11,050 | ) | (320 | ) | |||||
Payments
on amounts due to sellers of acquired companies
|
- | (29 | ) | (2,450 | ) | ||||||
Payments
of deferred compensation related to acquired company
|
(130 | ) | (136 | ) | (142 | ) | |||||
Net
cash used in financing activities
|
(18,724 | ) | (81,488 | ) | (13,528 | ) | |||||
Effect
of exchange rate changes on cash and cash equivalents
|
108 | 341 | (84 | ) | |||||||
Increase
(decrease) in cash and cash equivalents
|
32,314 | (37,637 | ) | 27,387 | |||||||
Cash
and cash equivalents at beginning of year
|
7,835 | 45,472 | 18,085 | ||||||||
Cash
and cash equivalents at end of year
|
$ | 40,149 | $ | 7,835 | $ | 45,472 | |||||
Cash
paid during the year for:
|
|||||||||||
Interest
|
$ | 830 | $ | 4,682 | $ | 6,733 | |||||
Income
taxes, net
|
13,957 | 809 | 4,821 | ||||||||
See
accompanying notes.
|
For
the years ended December 31,
|
|||||
2007
|
2006
|
2005
|
|||
Expected
volatility
|
31.38%
|
38.11%
|
39.39%
|
||
Risk-free
interest rates
|
4.87%
|
5.01%
|
3.69%
|
||
Expected
term
|
3.9
years
|
3.7
years
|
2.5
years
|
For
the year ended December 31,
|
|||
2005
|
|||
Income
from continuing operations as reported
|
$ | 32,998 | |
Stock-based
employee compensation costs included in the determination of income from
continuing operations as reported, net of income taxes
|
670 | ||
Stock-based
employee compensation costs that would have been included in the
determination of income from continuing operations if the fair value based
method had been applied to all awards, net of income taxes
|
(3,392 | ) | |
Pro
forma income from continuing operations as if the fair value based method
had been applied to all awards
|
$ | 30,276 | |
Basic
earnings per common share:
|
|||
Income
from continuing operations as
reported
|
$ | 1.55 | |
Pro
forma as if the fair value based method had been applied to all
awards
|
$ | 1.42 | |
Diluted
earnings per common share:
|
|||
Income
from continuing operations as
reported
|
$ | 1.53 | |
Pro
forma as if the fair value based method had been applied to all
awards
|
$ | 1.40 |
December 31,
|
|||||
2007
|
2006
|
||||
Raw materials,
including core inventories
|
$ | 59,296 | $ | 49,984 | |
Work-in-process
|
1,467 | 1,717 | |||
Finished
goods
|
4,832 | 5,203 | |||
$ | 65,595 | $ | 56,904 |
December 31,
|
|||||||
2007
|
2006
|
||||||
Land
|
$ | 2,463 | $ | 2,520 | |||
Buildings
|
12,639 | 12,888 | |||||
Machinery
and equipment
|
111,531 | 100,438 | |||||
Autos
and trucks
|
2,239 | 2,063 | |||||
Furniture
and fixtures
|
3,124 | 2,664 | |||||
Leasehold
improvements
|
15,886 | 15,076 | |||||
Construction
in process
|
1,268 | 844 | |||||
|
149,150 | 136,493 | |||||
Less: Accumulated
depreciation and amortization
|
(88,163 | ) | (83,485 | ) | |||
$ | 60,987 | $ | 53,008 |
Logistics
|
Drivetrain
|
Consolidated
|
|||||||||
Balance
at December 31, 2005
|
$ | 19,108 | $ | 127,068 | $ | 146,176 | |||||
Impairment
|
(2,870 | ) | (11,722 | ) | (14,592 | ) | |||||
Effect
of exchange rate changes from the translation of U.K.
subsidiary
|
− | 791 | 791 | ||||||||
Balances
at December 31, 2006 and 2007
|
$ | 16,238 | $ | 116,137 | $ | 132,375 |
December 31,
|
|||||||
2007
|
2006
|
||||||
Intangible
assets
|
$ | 2,575 | $ | 2,575 | |||
Less: Accumulated
amortization
|
(1,683 | ) | (1,248 | ) | |||
$ | 892 | $ | 1,327 |
Estimated
Amortization Expense
|
||
2008
|
$ | 328 |
2009
|
245 | |
2010
|
191 | |
2011
|
112 | |
2012
|
1 |
December 31,
|
|||||
2007
|
2006
|
||||
Payroll,
employee benefits and related costs
|
$ | 22,003 | $ | 11,606 | |
Customer
related allowances, discounts and other credits
|
3,565 | 714 | |||
Warranty
|
2,154 | 1,985 | |||
Liability
for insured losses
|
1,484 | – | |||
Other
|
5,411 | 4,755 | |||
$ | 34,617 | $ | 19,060 |
Balance
at December 31, 2004
|
$ | 2,766 | |
Warranties
issued
|
1,334 | ||
Claims
paid / settlements
|
(1,471 | ) | |
Changes
in liability for pre-existing warranties
|
(130 | ) | |
Balance
at December 31, 2005
|
2,499 | ||
Warranties
issued
|
1,292 | ||
Claims
paid / settlements
|
(1,297 | ) | |
Changes
in liability for pre-existing warranties
|
(509 | ) | |
Balance
at December 31, 2006
|
1,985 | ||
Warranties
issued
|
1,592 | ||
Claims
paid / settlements
|
(845 | ) | |
Changes
in liability for pre-existing warranties
|
(578 | ) | |
Balance
at December 31, 2007
|
$ | 2,154 |
|
For
the years ended December 31,
|
|||||||||||
2007
|
2006
|
2005
|
|||||||||
Current:
|
|||||||||||
Federal
|
$ | 16,679 | $ | 8,012 | $ | 7,178 | |||||
State
|
2,065 | 679 | 435 | ||||||||
Foreign
|
317 | 241 | 206 | ||||||||
Total
current
|
19,061 | 8,932 | 7,819 | ||||||||
Deferred:
|
|||||||||||
Federal
|
4,615 | 4,870 | 8,537 | ||||||||
State
|
(382 | ) | (409 | ) | 142 | ||||||
Foreign
|
110 | (2,887 | ) | (154 | ) | ||||||
Total
deferred
|
4,343 | 1,574 | 8,525 | ||||||||
$ | 23,404 | $ | 10,506 | $ | 16,344 |
For
the years ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Domestic
|
$ | 63,727 | $ | 37,399 | $ | 49,338 | ||||
Foreign
|
(342 | ) | (9,152 | ) | 4 | |||||
Total
|
$ | 63,385 | $ | 28,247 | $ | 49,342 |
For
the years ended December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||
Tax
at U.S. statutory rates
|
$ | 22,185 | 35.0 | % | $ | 9,886 | 35.0 | % | $ | 17,270 | 35.0 | % | ||||||||
State
income taxes, net of federal tax benefit
|
1,130 | 1.8 | 442 | 1.6 | 578 | 1.2 | ||||||||||||||
Foreign
income taxes
|
17 | − | 458 | 1.6 | − | − | ||||||||||||||
Increase
in valuation allowance
|
– | − | 54 | 0.1 | – | − | ||||||||||||||
Nondeductible
expenses
|
128 | 0.2 | 108 | 0.4 | 91 | 0.2 | ||||||||||||||
Federal
and state credits
|
(500 | ) | (0.8 | ) | (183 | ) | (0.6 | ) | (1,558 | ) | (3.2 | ) | ||||||||
Other
|
444 | 0.7 | (259 | ) | (0.9 | ) | (37 | ) | (0.1 | ) | ||||||||||
$ | 23,404 | 36.9 | % | $ | 10,506 | 37.2 | % | $ | 16,344 | 33.1 | % |
December
31,
|
|||||||
2007
|
2006
|
||||||
Deferred
tax assets:
|
|||||||
Inventory
obsolescence reserve
|
$ | 1,998 | $ | 1,677 | |||
Product
warranty accruals
|
734 | 660 | |||||
Exit,
disposal, certain severance and other charges accruals
|
281 | 299 | |||||
Other
nondeductible accruals
|
4,932 | 3,541 | |||||
Credit
carryforwards
|
996 | 3,547 | |||||
Net
operating loss carryforwards
|
6,194 | 13,754 | |||||
Goodwill
impairment
|
4,739 | 4,868 | |||||
Total
deferred tax assets
|
19,874 | 28,346 | |||||
Deferred
tax liabilities:
|
|||||||
Amortization
of intangible assets
|
31,272 | 28,703 | |||||
Property,
plant and equipment
|
2,071 | 3,000 | |||||
Other
deferred items
|
– | 336 | |||||
Total
deferred tax liabilities
|
33,343 | 32,039 | |||||
Valuation
allowance
|
(6,445 | ) | (12,243 | ) | |||
Net
deferred tax (liability) asset
|
$ | (19,914 | ) | $ | (15,936 | ) |
Balances
at January 1, 2007
|
$ | 1,719 | |
Tax
positions related to the current year
|
73 | ||
Settlements
with tax authorities
|
(184 | ) | |
Balance
at December 31, 2007
|
$ | 1,608 |
Jurisdiction
|
Open
Tax Years
|
Federal
|
2005-2006
|
Illinois
|
2004-2006
|
Missouri
|
2004-2006
|
Oklahoma
|
1999-2006
|
Texas
|
2003-2006
|
United
Kingdom
|
2005-2006
|
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining Contractual Term (in years)
|
Aggregate
Intrinsic Value
|
|||||||
Outstanding
at January 1, 2007
|
1,506,448 | $ | 20.10 | |||||||
Granted
at market price
|
253,804 | $ | 27.16 | |||||||
Exercised
|
(230,160 | ) | $ | 16.36 | ||||||
Forfeited
|
(13,865 | ) | $ | 20.51 | ||||||
Expired
|
(1,500 | ) | $ | 22.90 | ||||||
Outstanding
at December 31, 2007
|
1,514,727 | $ | 21.84 |
6.4
|
$ | 9,708 | ||||
Vested
and expected to vest at December 31, 2007
|
1,492,725 | $ | 21.76 |
6.3
|
$ | 8,656 | ||||
Exercisable
at December 31, 2007
|
1,123,222 | $ | 20.44 |
5.6
|
$ | 8,616 |
Options
Outstanding
|
Options
Exercisable
|
|||||||||||
Range
of
Exercise
Prices
|
Shares
|
Weighted-
Average
Remaining
Contractual
Life
|
Weighted-
Average
Exercise
Prices
|
Shares
|
Weighted-
Average
Exercise
Prices
|
|||||||
$5.00
- $8.00
|
31,333 |
3.4
years
|
$ | 5.06 | 31,333 | $ | 5.06 | |||||
$8.01
- $12.00
|
88,000 |
4.3
years
|
$ | 10.06 | 78,667 | $ | 10.11 | |||||
$12.01
- $18.00
|
501,312 |
6.7
years
|
$ | 15.36 | 500,312 | $ | 15.37 | |||||
$18.01
- $27.00
|
377,978 |
7.4
years
|
$ | 23.20 | 162,910 | $ | 23.45 | |||||
$27.01
- $32.00
|
516,104 |
6.0
years
|
$ | 30.17 | 350,000 | $ | 30.00 | |||||
1,514,727 |
6.4
years
|
$ | 21.84 | 1,123,222 | $ | 20.44 |
Number of
Shares
|
Weighted
Average Grant-Date
Fair Value
|
||||
Unvested
balance at January 1, 2007
|
171,999 | $ | 20.56 | ||
Granted
|
140,075 | $ | 28.43 | ||
Vested
|
(79,471 | ) | $ | 19.09 | |
Forfeited
|
(7,978 | ) | $ | 24.85 | |
Unvested
balance at December 31, 2007
|
224,625 | $ | 25.83 |
For
the years ended December 31,
|
||||||||
2007
|
2006
|
2005
|
||||||
Numerator:
|
||||||||
Income
from continuing operations
|
$ | 39,981 | $ | 17,741 | $ | 32,998 | ||
Denominator:
|
||||||||
Weighted-average
common shares outstanding
|
21,806,115 | 21,714,161 | 21,351,829 | |||||
Common
stock equivalents
|
337,608 | 213,131 | 227,251 | |||||
Denominator
for diluted earnings per common share
|
22,143,723 | 21,927,292 | 21,579,080 | |||||
Per
common share -
basic
|
$ | 1.83 | $ | 0.82 | $ | 1.55 | ||
Per
common share -
diluted
|
$ | 1.81 | $ | 0.81 | $ | 1.53 |
December
31,
|
|||||||
2007
|
2006
|
||||||
Cost
basis of
investments
|
$ | 3,043 | $ | 1,945 | |||
Gross
unrealized holding
gains
|
10 | 30 | |||||
Gross
unrealized holding
losses
|
(34 | ) | (9 | ) | |||
Aggregate
fair
value
|
$ | 3,019 | $ | 1,966 |
For
the years ended December 31,
|
|||||||||||
2007
|
2006
|
2005
|
|||||||||
Exit
from Independent Aftermarket:
|
|||||||||||
Loss
from closure and sale of businesses
|
$ | (266 | ) | $ | (13,261 | ) | $ | − | |||
Operating
loss
|
(355 | ) | (1,576 | ) | (1,795 | ) | |||||
Non-operating
income
|
8 | 143 | 43 | ||||||||
Loss
before income taxes
|
(613 | ) | (14,694 | ) | (1,752 | ) | |||||
Income
tax benefit
|
239 | 4,960 | 633 | ||||||||
Loss
from Independent Aftermarket, net of income taxes
|
(374 | ) | (9,734 | ) | (1,119 | ) | |||||
Disposal
of Gastonia Operations:
|
|||||||||||
Exit,
disposal, certain severance and other charges
|
$ | − | $ | − | $ | (1,012 | ) | ||||
Other
costs and expenses
|
− | (68 | ) | (131 | ) | ||||||
Loss
before income taxes
|
− | (68 | ) | (1,143 | ) | ||||||
Income
tax benefit
|
− | 24 | 416 | ||||||||
Loss
from Gastonia operation, net of income taxes
|
− | (44 | ) | (727 | ) | ||||||
Sale
of Distribution Group:
|
|||||||||||
Income
before income taxes
|
− | 90 | − | ||||||||
Income
tax expense
|
− | (30 | ) | − | |||||||
Adjustment
to valuation allowance on capital losses
|
− | − | (144 | ) | |||||||
Gain
(loss) from Distribution Group, net of income taxes
|
− | 60 | (144 | ) | |||||||
Loss
from discontinued operations, net of income taxes
|
$ | (374 | ) | $ | (9,718 | ) | $ | (1,990 | ) |
December 31,
|
|||||
2007
|
2006
|
||||
Assets:
|
|||||
Exit
from Independent Aftermarket:
|
|||||
Accounts
receivable
|
$ | − | $ | 158 | |
Promissory
note receivable
|
− | 459 | |||
Inventory
|
− | 149 | |||
Total
assets of discontinued operations
|
$ | − | $ | 766 | |
Liabilities:
|
|||||
Exit
from Independent Aftermarket:
|
|||||
Current
liabilities
|
$ | 283 | $ | 847 | |
Disposal of Gastonia
Operations:
|
|||||
Current
liabilities
|
− | 148 | |||
Sale
of Distribution Group:
|
|||||
Obligations
from the sale of the distribution group
|
− | 20 | |||
Total
liabilities of discontinued operations
|
$ | 283 | $ | 1,015 |
For
the years ended December 31,
|
Operating
Leases
|
|
2008
|
$ | 7,696 |
2009
|
6,250 | |
2010
|
3,954 | |
2011
|
2,571 | |
2012
|
2,428 | |
2013
and thereafter
|
5,178 | |
Total
minimum lease payments
|
$ | 28,077 |
Logistics
|
Drivetrain
|
Corporate
|
Discontinued
Assets
|
Consolidated
|
||||||||||||
2007:
|
||||||||||||||||
Net
sales from external customers
|
$ | 293,917 | $ | 236,789 | $ | − | $ | − | $ | 530,706 | ||||||
Depreciation
and amortization expense
|
5,643 | 9,760 | − | − | 15,403 | |||||||||||
Exit,
disposal, certain severance and other charges (credits)
|
(17 | ) | 3,390 | − | − | 3,373 | ||||||||||
Operating
income
|
45,038 | 18,059 | − | − | 63,097 | |||||||||||
Total
assets
|
96,688 | 240,255 | 52,431 | − | 389,374 | |||||||||||
Goodwill
|
16,238 | 116,137 | − | − | 132,375 | |||||||||||
Expenditures
of long-lived assets, net
|
9,848 | 13,041 | 138 | − | 23,027 | |||||||||||
2006:
|
||||||||||||||||
Net
sales from external customers
|
$ | 263,405 | $ | 234,569 | $ | − | $ | − | $ | 497,974 | ||||||
Depreciation
and amortization expense
|
5,455 | 8,416 | − | − | 13,871 | |||||||||||
Impairment
of goodwill
|
2,870 | 11,722 | − | − | 14,592 | |||||||||||
Exit,
disposal, certain severance and other charges
|
459 | 1,479 | − | − | 1,938 | |||||||||||
Operating
income
|
24,392 | 8,976 | − | − | 33,368 | |||||||||||
Total
assets
|
90,604 | 236,430 | 17,877 | 766 | 345,677 | |||||||||||
Goodwill
|
16,238 | 116,137 | − | − | 132,375 | |||||||||||
Expenditures
of long-lived assets, net
|
5,871 | 5,932 | 107 | − | 11,910 | |||||||||||
2005:
|
||||||||||||||||
Net
sales from external customers
|
$ | 153,220 | $ | 266,398 | $ | − | $ | − | $ | 419,618 | ||||||
Depreciation
and amortization expense
|
5,022 | 8,040 | − | − | 13,062 | |||||||||||
Exit,
disposal, certain severance and other charges (credits)
|
543 | (20 | ) | − | − | 523 | ||||||||||
Operating
income
|
18,052 | 36,418 | − | − | 54,470 | |||||||||||
Total
assets
|
75,033 | 253,348 | 58,590 | 20,809 | 407,780 | |||||||||||
Goodwill
|
19,108 | 127,068 | − | − | 146,176 | |||||||||||
Expenditures
of long-lived assets
|
11,053 | 5,758 | 481 | − | 17,292 |
As
of and for the
|
||||||||
Years ended December
31,
|
||||||||
2007
|
2006
|
2005
|
||||||
Net
sales:
|
||||||||
United
States
|
$ | 502,059 | $ | 471,513 | $ | 388,849 | ||
Europe
and
Canada
|
28,647 | 26,461 | 30,769 | |||||
Consolidated
net
sales
|
$ | 530,706 | $ | 497,974 | $ | 419,618 | ||
Long-lived
assets:
|
||||||||
United
States
|
$ | 195,563 | $ | 185,319 | $ | 186,254 | ||
Europe
|
2,954 | 3,528 | 14,794 | |||||
Assets
of discontinued
operations
|
– | – | 2,247 | |||||
Consolidated
long-lived
assets
|
$ | 198,517 | $ | 188,847 | $ | 203,295 |
Quarter
|
|||||||||||||
First
|
Second
|
Third
|
Fourth
|
||||||||||
2007
|
|||||||||||||
Net
sales
|
$ | 131,795 | $ | 130,809 | $ | 133,472 | $ | 134,630 | |||||
Gross
profit
|
30,227 | 32,839 | 33,394 | 34,614 | |||||||||
Exit,
disposal, certain severance and other charges
|
– | 1,226 | 62 | 2,085 | |||||||||
Income
from continuing operations
|
9,659 | 10,144 | 11,015 | 9,163 | |||||||||
Net
income
|
9,674 | 10,072 | 10,741 | 9,120 | |||||||||
Income
from continuing operations per common share – basic
|
$ | 0.45 | $ | 0.47 | $ | 0.50 | $ | 0.42 | |||||
Income
from continuing operations per common share diluted
|
$ | 0.44 | $ | 0.46 | $ | 0.50 | $ | 0.41 | |||||
2006
|
|||||||||||||
Net
sales
|
$ | 119,406 | $ | 122,021 | $ | 128,952 | $ | 127,595 | |||||
Gross
profit
|
24,239 | 26,446 | 24,887 | 29,133 | |||||||||
Exit,
disposal, certain severance and other charges
|
106 | 581 | 918 | 333 | |||||||||
Impairment
of goodwill
|
– | – | 14,592 | – | |||||||||
Income
(loss) from continuing operations
|
5,729 | 6,812 | (3,941 | ) | 9,141 | ||||||||
Net
income (loss)
|
(3,200 | ) | 6,764 | (4,625 | ) | 9,084 | |||||||
Income
(loss) from continuing operations per common share – basic and
diluted
|
$ | 0.26 | $ | 0.31 | $ | (0.18 | ) | $ | 0.42 |
December 31,
|
||
2007
|
||
Assets:
|
||
Accounts
receivable
|
$ | 476 |
Inventories
|
1,601 | |
Prepaid
and other assets
|
331 | |
Property,
plant and equipment, net
|
4,525 | |
Intangible
assets, net
|
681 | |
$ | 7,614 | |
Liabilities:
|
||
Current
liabilities
|
$ | 506 |
Name
|
Age
|
Positions
|
Donald
T. Johnson, Jr.
|
55
|
Chairman
of the Board, President and Chief Executive Officer
|
Todd
R. Peters
|
45
|
Vice
President and Chief Financial Officer
|
John
J. Machota
|
55
|
Vice
President, Human Resources
|
John
M. Pinkerton
|
50
|
Vice
President and Controller
|
Mary
T. Ryan
|
54
|
Vice
President, Communications and Investor Relations
|
Joseph
Salamunovich
|
48
|
Vice
President, General Counsel and Secretary
|
William
L. Conley, Jr.
|
59
|
President,
ATC Logistics
|
Richard
L. Stanley
|
51
|
President,
ATC Drivetrain
|
Brett
O. Dickson
|
43
|
Vice
President, North American Remanufacturing Operations
|
Robert
L. Evans
|
55
|
Director
|
Curtland
E. Fields
|
56
|
Director
|
Dr.
Michael J. Hartnett
|
62
|
Director
|
Michael
D. Jordan
|
61
|
Lead
Director
|
S.
Lawrence Prendergast
|
66
|
Director
|
Edward
Stewart
|
65
|
Director
|
|
·
|
to
align compensation of our executive officers with stockholder value
creation;
|
|
·
|
to
provide market competitive compensation to attract and retain talented
executives; and
|
|
·
|
to
link incentive compensation to continuous improvements in strategic and
operating performance.
|
|
·
|
Base
salary;
|
|
·
|
Annual
performance based incentive
compensation;
|
|
·
|
Long-term
incentive/equity-based awards; and
|
|
·
|
Supplemental
benefits.
|
Accuride
Corporation
|
Jabil
Circuit Inc.
|
Agilysis,
Inc.
|
Keystone
Automotive Industries Inc.
|
BorgWarner
Inc.
|
LKQ
Corporation
|
Brightpoint,
Inc.
|
Richardson
Electronics Ltd.
|
CH
Robinson Worldwide Inc.
|
Ryder
System Inc.
|
Celestica
Inc.
|
Solectron
Corporation
|
Con-way
Inc.
|
Standard
Motor Products Inc.
|
Expeditors
International of Washington, Inc.
|
Tenneco,
Inc.
|
Hub
Group Inc.
|
UTi
Worldwide Inc.
|
Innotrac
Corporation
|
YRC
Worldwide
|
Named
Executive
Officers
|
Base
Salary
|
Annual
Incentive
Target
|
Long-Term
Incentive
Target
|
Total
|
||||
Donald
T. Johnson
|
21%
|
18%
|
61%
|
100%
|
||||
Todd
R. Peters
|
35%
|
21%
|
44%
|
100%
|
||||
William
L. Conley
|
36%
|
18%
|
46%
|
100%
|
||||
Joseph
Salamunovich
|
46%
|
20%
|
34%
|
100%
|
||||
Richard
L. Stanley
|
36%
|
18%
|
46%
|
100%
|
·
|
EPS
- 93% of target
|
·
|
EBIT
- 85%
of target (both Drivetrain and
Logistics)
|
IC
Plan
|
||||
Financial
Measure
|
2007
IC Goal
|
2007
Actual
|
||
Corporate
EPS
|
$
1.45
|
$
1.81
|
||
Drivetrain
adjusted EBIT
|
$
27.996 million
|
$
26.002 million
|
||
Logistics
adjusted EBIT
|
$
35.362 million
|
$
46.209 million
|
Named
Executive Officers
|
Payout
$
Related
to
Corporate
EPS
|
Payout
$ Related
to
Adjusted Drivetrain EBIT
|
Payout
Related to Adjusted Logistics EBIT
|
Total
2007 Payout under the IC Plan
|
||||||||||
Donald
T. Johnson
|
$ | 1,512,000 | - | - | $ | 1,512,000 | ||||||||
Todd
R. Peters
|
$ | 607,500 | - | - | $ | 607,500 | ||||||||
William
L. Conley
|
$ | 117,000 | - | $ | 235,867 | $ | 352,867 | |||||||
Joseph
Salamunovich
|
$ | 329,400 | - | - | $ | 329,400 | ||||||||
Richard
L. Stanley
|
$ | 72,691 | (1) | $ | 45,490 | (1) | - | $ | 118,181 | (1) |
(1)
|
Prorated
from Mr. Stanley’s July 9, 2007 hire date. Based on a full year
of employment, his 2007 EPS, adjusted EBIT and total payouts would have
been $150,750, $94,340, and $245,090,
respectively.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive Plan Compensation
($)(2)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||||||
Donald
T. Johnson Jr.
Chairman,
President, CEO
|
2007
|
$ | 560,000 | (3) | $ | 0 | $ | 618,324 | $ | 501,860 | $ | 1,512,000 | (4) | $ |
0
|
$ | 79,443 | (5) | $ | 3,271,627 | ||||||||
2006
|
$ | 535,000 | (6) | $ | 0 | $ | 330,557 | $ | 281,421 | $ | 0 | $ |
0
|
$ | 66,178 | (7) | $ | 1,213,156 | ||||||||||
Todd
R. Peters
Vice
President and CFO
|
2007
|
$ | 337,500 | (8) | $ | 0 | $ | 138,567 | $ | 120,864 | $ | 607,500 | $ |
0
|
$ | 17,620 | (9) | $ | 1,222,051 | |||||||||
2006
|
$ | 324,500 | $ | 0 | $ | 151,876 | $ | 125,414 | $ | 0 | $ |
0
|
$ | 17,009 | (10) | $ | 618,799 | |||||||||||
William
L. Conley, Jr.
President,
ATC Logistics
&
Electronics
|
2007
|
$ | 260,000 | (11) | $ | 0 | $ | 80,945 | $ | 71,964 | $ | 352,867 | (12) | $ |
0
|
$ | 37,130 | (13) | $ | 802,906 | ||||||||
2006
|
$ | 252,000 | (14) | $ | 0 | $ | 55,964 | $ | 37,796 | $ | 159,472 | (12) | $ |
0
|
$ | 36,680 | (15) | $ | 541,912 | |||||||||
Joseph
Salamunovich
Vice
President, General
Counsel
and Secretary
|
2007
|
$ | 244,000 | (16) | $ | 0 | $ | 65,038 | $ | 54,523 | $ | 329,400 | $ |
0
|
|
$ | 21,135 | (17) | $ | 714,096 | ||||||||
2006
|
$ | 234,600 | $ | 0 | $ | 68,087 | $ | 37,796 | $ | 0 | $ |
0
|
$ | 21,763 | (18) | $ | 362,246 | |||||||||||
Richard
L. Stanley(19)
President,
ATC Drivetrain
|
2007
|
$ | 162,346 | (20) | $ | 50,000 | $ | 247,937 | $ | 82,354 | $ | 118,181 | $ |
0
|
$ | 52,511 | (21) | $ | 713,329 | |||||||||
2006
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ |
0
|
$ | 0 | $ | 0 |
(1)
|
See
Item 8. "Consolidated Financial Statements and Supplementary Data - Note 2
- Stock-Based
Compensation" for a description of the assumptions used in the
computation of our stock and option award fair
values.
|
(2)
|
Bonuses
are paid under our incentive compensation plan for a particular year if we
achieve or exceed specified EPS and other financial targets for the year,
and are paid during the first quarter of the following
year.
|
(3)
|
Mr.
Johnson deferred $420,000 of this amount pursuant to our executive
deferred compensation plan.
|
(4)
|
Mr.
Johnson deferred 100% of this amount pursuant to our executive deferred
compensation plan.
|
(5)
|
Consists
of $4,200 Company matching contribution under our 401(k) Plan, $28,876
Company matching contribution under our executive deferred compensation
plan, $24,000 automobile allowance, $18,939 in reimbursement for club dues
and personal financial planning costs, and $3,428 in Company-paid life
insurance premiums.
|
(6)
|
Mr.
Johnson deferred $267,500 of this amount pursuant to our executive
deferred compensation plan.
|
(7)
|
Consists
of $6,442 Company matching contribution under our 401(k) Plan, $28,076
Company matching contribution under our executive deferred compensation
plan, $20,000 automobile allowance, $10,700 in reimbursement for club dues
and personal financial planning costs, and $960 in Company-paid life
insurance premiums.
|
(8)
|
Mr.
Peters' base salary was increased to $344,500 effective January 1,
2008.
|
(9)
|
Consists
of $9,600 automobile allowance; $5,954 in reimbursement for club dues and
financial planning costs; and $2,066 in Company-paid life insurance
premiums.
|
(10)
|
Consists
of $9,600 automobile allowance; $6,490 in reimbursement for club dues and
financial planning costs; and $919 in Company-paid life insurance
premiums.
|
(11)
|
Mr.
Conley deferred $26,000 of this amount pursuant to our executive deferred
compensation plan. His base salary was increased to $280,000
effective January 1, 2008.
|
(12)
|
Mr.
Conley deferred 50% of this amount pursuant to our executive deferred
compensation plan.
|
(13)
|
Consists
of $6,750 Company matching contribution under our 401(k) Plan, $13,989
Company matching contribution under our executive deferred compensation
plan, $9,600 automobile allowance, $5,200 in reimbursement for club dues
and personal financial planning costs; and $1,591 in Company-paid life
insurance premiums.
|
(14)
|
Mr.
Conley deferred $25,200 of this amount pursuant to our executive deferred
compensation plan.
|
(15)
|
Consists
of $6,600 Company matching contribution under our 401(k) Plan, $14,550
Company matching contribution under our executive deferred compensation
plan, $9,600 automobile allowance, $5,040 in reimbursement for club dues
and personal financial planning costs; and $890 in Company-paid life
insurance premiums.
|
(16)
|
Mr.
Salamunovich's base salary was increased to $256,000 effective January 1,
2008.
|
(17)
|
Consists
of $6,750 Company matching contribution under our 401(k) Plan, $9,600
automobile allowance, $3,292 in reimbursement for club dues and personal
financial planning costs, and $1,493 in company-paid life insurance
premiums.
|
(18)
|
Consists
of $6,600 Company matching contribution under our 401(k) Plan, $9,600
automobile allowance, $4,692 in reimbursement for club dues and personal
financial planning costs, and $871 in company-paid life insurance
premiums.
|
(19)
|
Mr.
Stanley was hired July 9,
2007.
|
(20) | Mr. Stanley deferred 10% of this amount pursuant to our executive deferred compensation plan. His full year annual base salary is $335,000. |
(21)
|
Consists
of $1,392 Company matching contribution under our 401(k) Plan, $7,087
Company matching contribution under our executive deferred compensation
plan, $3,350 in reimbursement for club dues and personal financial
planning costs, $2,050 in Company-paid life insurance premiums, and
$38,632 in relocation costs.
|
Name
|
Grant
Date
|
Estimated
Future Payouts under Non-
Equity
Incentive Plan Awards
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
All
Other Stock Awards: Number of Shares of Stock or Units
(#)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards ($/Share)
|
Grant
Date Fair Value of Stock and Option Awards
|
||||||||||||||||||||||
Threshold
$
|
Target
$
|
Maximum
$
|
Threshold
#
|
Target
#
|
Maximum
#
|
||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
||||||||||||||||||
Donald
T. Johnson Jr.
Chairman,
President
and
CEO
|
$ | 126,000 | $ | 504,000 | $ | 1,512,000 | (1) | - | - | - | |||||||||||||||||||
$ | 453,600 | $ | 504,000 | $ | 756,000 | (2) | |||||||||||||||||||||||
1/19/07
|
29,400 | (3) | - | - | $ | 611,520 | |||||||||||||||||||||||
1/19/07
|
- | 87,700 | (3) | $ | 20.80 | $ | 531,024 | ||||||||||||||||||||||
Todd
R. Peters
Vice
President and CFO
|
$ | 50,625 | $ | 202,500 | $ | 607,500 | (1) | - | - | - | |||||||||||||||||||
$ | 113,873 | $ | 126,525 | $ | 189,788 | (2) | |||||||||||||||||||||||
6/05/07
|
4,849 | (3) | - | - | $ | 147,604 | |||||||||||||||||||||||
6/05/07
|
- | 15,588 | (3) | $ | 30.44 | $ | 147,992 | ||||||||||||||||||||||
William
L. Conley, Jr.
President,
ATC Logistics & Electronics
|
$ | 32,500 | $ | 130,000 | $ | 390,000 | (1) | - | - | - | |||||||||||||||||||
$ | 87,750 | $ | 97,500 | $ | 146,250 | (2) | |||||||||||||||||||||||
6/05/07
|
3,737 | (3) | - | - | $ | 113,754 | |||||||||||||||||||||||
6/05/07
|
- | 12,012 | (3) | $ | 30.44 | $ | 114,042 | ||||||||||||||||||||||
Joseph
Salamunovich
Vice
President, General Counsel and Secretary
|
$ | 27,450 | $ | 109,800 | $ | 329,400 | (1) | - | - | - | |||||||||||||||||||
$ | 49,410 | $ | 54,900 | $ | 82,350 | (2) | |||||||||||||||||||||||
6/05/07
|
2,104 | (3) | - | - | $ | 64,046 | |||||||||||||||||||||||
6/05/07
|
- | 6,764 | (3) | $ | 30.44 | $ | 64,217 | ||||||||||||||||||||||
Richard
L. Stanley
President,
ATC Drivetrain
|
$ | 20,192 | $ | 80,767 | $ | 242,301 | (1) | - | - | - | |||||||||||||||||||
$ | 56,531 | $ | 62,813 | $ | 94,219 | (2) | |||||||||||||||||||||||
7/09/07
|
28,000 | (4) | - | - | $ | 844,760 | |||||||||||||||||||||||
7/09/07
|
- | 30,000 | (4) | $ | 30.17 | $ | 280,626 |
(1)
|
Established
under the annual IC Plan and payable if we achieve or exceed specified EPS
and other financial targets for the year ended December 31, 2007 (provided
that any bonus may be reduced by up to 20% if certain quality and service
metrics are not achieved). The amounts shown in column
(c) reflect the minimum payments under the IC Plan which are 25% of the
target amounts shown in column (d). The amounts shown in column
(e) are 300% of such target amounts. These amounts are based on
the individual's current salary, position and eligibility
period.
|
(2)
|
Established
under the LTIP (3-year) and payable if we achieve or exceed specified
financial targets (CAGR - Revenue, CAGR - EBIT, ROIC) for the three-year
period ending December 31, 2008. The amounts shown in
column (c) reflect the minimum payments under the LTIP which are 90% of
the target amounts shown in column (d). The amounts shown in
column (e) are 150% of such target amounts. These amounts are
based on the individual's 2007 salary, position and eligibility
period.
|
(3)
|
Awarded
under the 2006 Stock Incentive Plan. No consideration was paid
for the award.
|
(4)
|
Awarded
under the 2004 Stock Incentive Plan. No consideration was paid
for the award.
|
Name |
Options
Awards
|
Stock
Awards
|
||||||||||||||||||||
Number
of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise Price
($)
|
Option
Expi-ration Date
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested
(#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
Other Rights That Have Not Vested
($)
|
||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||
Donald
T.
Johnson,
Jr.
|
50,233 | (1) | $ | 1,369,352 | - | - | ||||||||||||||||
108,146 | 0 | $ | 14.0000 |
01/02/14
|
||||||||||||||||||
75,000 | 0 | $ | 15.8500 |
06/02/15
|
||||||||||||||||||
18,750 | 37,500 | (2) | $ | 24.6900 |
06/01/16
|
|||||||||||||||||
0 | 87,700 | (3) | $ | 20.8000 |
01/19/17
|
|||||||||||||||||
Todd
R. Peters
|
11,099 | (4) | $ | 302,559 | - | - | ||||||||||||||||
5,625 | 11,250 | (2) | $ | 24.6900 |
06/01/16
|
|||||||||||||||||
0 | 15,588 | (5) | $ | 30.4400 |
06/05/17
|
|||||||||||||||||
William
L.
Conley,
Jr.
|
6,862 | (6) | $ | 187,058 | - | - | ||||||||||||||||
25,000 | 0 | $ | 14.1100 |
08/07/12
|
||||||||||||||||||
10,000 | 0 | $ | 14.9000 |
05/12/14
|
||||||||||||||||||
11,250 | 0 | $ | 15.8500 |
06/02/15
|
||||||||||||||||||
2,813 | 5,624 | (2) | $ | 24.6900 |
06/01/16
|
|||||||||||||||||
0 | 12,012 | (5) | $ | 30.4400 |
06/05/17
|
|||||||||||||||||
Joseph
Salamunovich
|
5,229 | (7) | $ | 142,543 | - | - | ||||||||||||||||
20,000 | 0 | $ | 22.9000 |
05/08/12
|
||||||||||||||||||
10,000 | 0 | $ | 14.9000 |
05/12/14
|
||||||||||||||||||
11,250 | 0 | $ | 15.8500 |
06/02/15
|
||||||||||||||||||
2,813 | 5,624 | (2) | $ | 24.6900 |
06/01/16
|
|||||||||||||||||
0 | 6,764 | (5) | $ | 30.4400 |
06/05/17
|
|||||||||||||||||
Richard
L. Stanley
|
28,000 | (8) | $ | 763,280 | - | - | ||||||||||||||||
0 | 30,000 | (8) | $ | 30.1700 |
07/09/17
|
(1)
|
9,800
shares vested in January 2008; 14,583 shares vest in June 2008; 9,800
shares vest in January 2009; 6,250 shares vest in June 2009 and 9,800
shares vest in January 2010.
|
(2)
|
Vest
in equal installments in June 2008 and June
2009.
|
(3)
|
29,234
options vested in January 2008 and the balance vest in equal installments
in January 2009 and January 2010.
|
(4)
|
5,992
shares vest in June 2008; 3,491 shares vest in June 2009; and 1,616 shares
vest in June 2010.
|
(5)
|
Vest
in equal installments in June 2008, June 2009 and June
2010.
|
(6)
|
3,433
shares vest in June 2008; 2,183 shares vest in June 2009; and 1,246 shares
vest in June 2010.
|
(7)
|
2,889
shares vest in June 2008; 1,639 shares vest in June 2009; and 701 shares
vest in June 2010.
|
(8)
|
Vest
in equal installments in July 2008, July 2009 and July
2010.
|
|
Option
Awards
|
Restricted
Stock Awards
|
|||||||
Name
|
Number
of Shares Acquired on Exercise
(#)
|
Value
Realized Upon Exercise
($)
|
Number
of Shares Acquired on Vesting
(#)
|
Value
Realized Upon Vesting
($)
|
|||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||
Donald
T. Johnson, Jr.
|
31,854 | $ | 642,972 | 14,583 | $ | 442,886 | |||
Todd
R. Peters
|
23,333 | $ | 371,683 | 12,708 | $ | 321,028 | |||
William
L. Conley, Jr.
|
0 | $ | 0 | 3,021 | $ | 89,574 | |||
Joseph
Salamunovich
|
15,000 | $ | 159,875 | 3,855 | $ | 112,725 | |||
Richard
L. Stanley
|
0 | $ | 0 | 0 | $ | 0 |
Name
|
Executive
Contributions in Last FY
($)(1)
|
Registrant
Contributions in
Last
FY
($)(2)(3)
|
Aggregate
Earnings
in
Last FY
($)(4)
|
Aggregate
Withdrawals/ Distributions
($)
|
Aggregate
Balance
at
Last
FYE
($)
|
|||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|||||||||||
Donald
T. Johnson Jr.
Chairman,
President, CEO
|
$ | 420,000 | $ | 28,876 | (5) | $ | (3,999 | ) | $ | 0 | $ | 1,699,095 | ||||
Todd
R. Peters
Vice
President and CFO
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||
William
L. Conley, Jr.
President,
ATC Logistics & Electronics
|
$ | 105,705 | $ | 13,989 | (6) | $ | 20,013 | $ | 0 | $ | 316,324 | |||||
Joseph
Salamunovich
Vice
President, General Counsel and
Secretary
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||
Richard
L. Stanley
President,
ATC Drivetrain
|
$ | 14,173 | $ | 7,087 | $ | 232 | $ | 0 | $ | 21,492 |
(1)
|
All
of these amounts are reported as 2007 compensation in the Summary
Compensation Table.
|
(2)
|
All
of these amounts are reported as "All Other Compensation" in the Summary
Compensation Table.
|
(3)
|
In
2007, the Company provided a matching contribution of 50% of the first 10%
of base salary deferred.
|
(4)
|
None
of these amounts are reported as 2007 compensation in the Summary
Compensation Table.
|
(5)
|
Includes
special Company contribution of $876 to replace a forfeited 401(k) Plan
Company matching contribution.
|
(6)
|
Includes
special Company contribution of $1,004 to replace a forfeited 401(k) Plan
Company matching contribution.
|
Name
of Fund
|
Rate
of
Return
|
Name
of Fund
|
Rate
of
Return
|
American
Century Equity Income Adv. Fund
|
1.43%
|
Principal
Investors Money Market Pfd. Fund
|
4.76
%
|
American
Funds EuroPacific Growth R3 Fund
|
18.58%
|
Principal
Investors Partners MidCap Value Pfd. Fund
|
(2.04)%
|
American
Funds Growth Fund of America R3 Fund
|
10.59%
|
Principal
Investors Real Estate Securities Pfd. Fund
|
(17.74)%
|
Calvert
Social Investment Bond A Fund
|
6.66%
|
Principal
Investors SmallCap Blend Pfd. Fund
|
1.63
%
|
Lord
Abbett All Value P Fund
|
7.39%
|
Principal
Investors SmallCap Value Pfd. Fund
|
(7.67)%
|
Principal
Investors International Growth Pfd. Fund
|
12.16%
|
Russell
LifePoints® Balanced Strategy E Fund
|
6.78
%
|
Principal
Investors LargeCap Growth Pfd. Fund
|
22.73%
|
Russell
LifePoints® Equity Growth Strategy E Fund
|
7.38
%
|
Principal
Investors MidCap Blend Pfd. Fund
|
9.16%
|
Donald T. Johnson
Jr.
|
|||||||||||||||||||||
Executive
Benefits and Payments
Upon Termination
|
Voluntary
Termination Without Board- approved Transition
|
Voluntary
Termination With Board- approved Transition
|
For
Cause Termination
|
Involuntary
Termination Without
Cause(1)
|
Involuntary
Termination Without Cause Within 18 Months after CIC(1)
|
Death
|
Disability
|
||||||||||||||
Compensation:
|
|||||||||||||||||||||
Severance
Allowance
|
- | - | - | $ | 2,128,000 | $ | 2,128,000 | - | $ | 1,120,000 | |||||||||||
Short-term
Incentive
|
|||||||||||||||||||||
Earned
Annual Incentive Award
|
$ | 1,512,000 | $ | 1,512,000 | $ | 1,512,000 | $ | 1,512,000 | $ | 1,512,000 | $ | 1,512,000 | $ | 1,512,000 | |||||||
Long-term
Incentives
|
|||||||||||||||||||||
3-year
Incentive Award
|
$ | 336,000 | - | - | $ | 336,000 | $ | 336,000 | $ | 336,000 | $ | 336,000 | |||||||||
Stock
Options(2)
|
- | $ | 662,917 | - | $ | 662,917 | $ | 662,917 | $ | 662,917 | $ | 662,917 | |||||||||
Restricted
Stock(3)
|
- | $ | 1,369,352 | - | $ | 1,369,352 | $ | 1,369,352 | $ | 1,369,352 | $ | 1,369,352 | |||||||||
Benefits
and Perquisites:
|
|||||||||||||||||||||
Medical
Plan Coverage(4)
|
- | - | - | $ | 30,461 | $ | 30,461 | $ | 30,461 | $ | 30,461 | ||||||||||
Life
Insurance Proceeds
|
- | - | - | - | - | $ | 1,680,000 | - | |||||||||||||
Vested
Portion of Company
Match
of Deferred Comp.
|
$ | 42,424 | $ | 42,424 | $ | 42,424 | $ | 42,424 | $ | 70,707 | $ | 70,707 | $ | 70,707 | |||||||
Accrued
Vacation Pay
|
$ | 2,057 | $ | 2,057 | $ | 2,057 | $ | 2,057 | $ | 2,057 | $ | 2,057 | $ | 2,057 | |||||||
Outplacement
Assistance
|
- | - | - | $ | 25,000 | $ | 25,000 | - | - | ||||||||||||
280G
Tax Gross Up
|
- | - | - | - | - | - | - | ||||||||||||||
Total:
|
$ | 1,892,481 | $ | 3,588,750 | $ | 1,556,481 | $ | 6,108,211 | $ | 6,136,494 | $ | 5,663,494 | $ | 5,103,494 |
(1)
|
Includes
resignation for good reason.
|
(2)
|
Unvested
awards that either (a) continue to vest according to its terms or (b)
accelerate upon the terminating event multiplied by (i) our closing stock
price on December 31, 2007 minus (ii) the exercise price of such
awards.
|
(3)
|
Unvested
awards that accelerate upon the terminating event multiplied by our
closing stock price on December 31,
2007.
|
(4)
|
Estimated
employer subsidy.
|
Todd R.
Peters
|
|||||||||||||||||
Executive
Benefits and Payments
Upon
Termination
|
Voluntary
Termination
|
For
Cause Termination
|
Involuntary
Termination Without
Cause(1)
|
Involuntary
Termination Without Cause Within 18 Months after CIC(1)
|
Death
|
Disability
|
|||||||||||
Compensation:
|
|||||||||||||||||
Severance
Allowance
|
- | - | $ | 506,250 | $ | 708,750 | - | - | |||||||||
Short-term
Incentive
|
|||||||||||||||||
Earned
Annual Incentive Award
|
$ | 607,500 | $ | 607,500 | $ | 607,500 | $ | 607,500 | $ | 607,500 | $ | 607,500 | |||||
Long-term
Incentives
|
|||||||||||||||||
3-year
Incentive Award
|
$ | 84,350 | |||||||||||||||
Stock
Options(2)
|
- | - | - | $ | 28,913 | $ | 28,913 | $ | 28,913 | ||||||||
Restricted
Stock(3)
|
- | - | - | $ | 302,559 | $ | 302,559 | $ | 302,559 | ||||||||
Benefits and Perquisites:
|
|||||||||||||||||
Medical
Plan Coverage(4)
|
- | - | $ | 12,342 | $ | 12,342 | - | - | |||||||||
Life
Insurance Proceeds
|
- | - | - | - | $ | 1,013,000 | - | ||||||||||
Vested
Portion of Company
Match
of Deferred
Comp.
|
- | - | - | - | - | - | |||||||||||
Accrued
Vacation Pay
|
$ | 1,298 | $ | 1,298 | $ | 1,298 | $ | 1,298 | $ | 1,298 | $ | 1,298 | |||||
Outplacement
Assistance
|
- | - | $ | 25,000 | $ | 25,000 | - | - | |||||||||
280G
Tax Gross Up
|
- | - | - | - | - | - | |||||||||||
Total:
|
$ | 608,798 | $ | 608,798 | $ | 1,152,390 | $ | 1,770,712 | $ | 1,953,270 | $ | 940,270 |
(1)
|
Includes
nonrenewal of agreement and resignation for good
reason.
|
(2)
|
Unvested
awards that accelerate upon the terminating event multiplied by (i) our
closing stock price on December 31, 2007 minus (ii) the exercise price of
such awards.
|
(3)
|
Unvested
awards that accelerate upon the terminating event multiplied by our
closing stock price on December 31,
2007.
|
(4)
|
Estimated
employer subsidy.
|
William L. Conley
Jr.
|
|||||||||||||||||
Executive
Benefits and Payments
Upon
Termination
|
Voluntary
Termination
|
For
Cause Termination
|
Involuntary
Termination Without
Cause(1)
|
Involuntary
Termination Without Cause Within 18 Months after CIC(1)
|
Death
|
Disability
|
|||||||||||
Compensation:
|
|||||||||||||||||
Severance
Allowance
|
- | - | $ | 260,000 | $ | 390,000 | - | - | |||||||||
Short-term
Incentive
|
|||||||||||||||||
Earned
Annual Incentive Award
|
$ | 352,867 | $ | 352,867 | $ | 352,867 | $ | 352,867 | $ | 352,867 | $ | 352,867 | |||||
Long-term
Incentives
|
|||||||||||||||||
3-year
Incentive Award
|
$ | 65,000 | |||||||||||||||
Stock
Options(2)
|
- | - | - | $ | 14,454 | $ | 14,454 | $ | 14,454 | ||||||||
Restricted
Stock(3)
|
- | - | - | $ | 187,058 | $ | 187,058 | $ | 187,058 | ||||||||
Benefits
and Perquisites:
|
|||||||||||||||||
Medical
Plan Coverage(4)
|
- | - | $ | 6,092 | $ | 6,092 | - | - | |||||||||
Life
Insurance Proceeds
|
- | - | - | - | $ | 780,000 | - | ||||||||||
Vested
Portion of Company
Match
of Deferred Comp.
|
$ | 38,299 | $ | 38,299 | $ | 38,299 | $ | 38,299 | $ | 38,299 | $ | 38,299 | |||||
Accrued
Vacation Pay
|
$ | 14,000 | $ | 14,000 | $ | 14,000 | $ | 14,000 | $ | 14,000 | $ | 14,000 | |||||
Outplacement
Assistance
|
- | - | $ | 25,000 | $ | 25,000 | - | - | |||||||||
280G
Tax Gross Up
|
- | - | - | - | - | - | |||||||||||
Total:
|
$ | 405,166 | $ | 405,166 | $ | 696,258 | $ | 1,092,770 | $ | 1,386,678 | $ | 606,678 |
(1)
|
Includes
nonrenewal of agreement and resignation for good
reason.
|
(2)
|
Unvested
awards that accelerate upon the terminating event multiplied by (i) our
closing stock price on December 31, 2007 minus (ii) the exercise price of
such awards.
|
(3)
|
Unvested
awards that accelerate upon the terminating event multiplied by our
closing stock price on December 31,
2007.
|
(4)
|
Estimated
employer subsidy.
|
Joseph
Salamunovich
|
|||||||||||||||||
Executive
Benefits and Payments
Upon
Termination
|
Voluntary
Termination
|
For
Cause Termination
|
Involuntary
Termination Without
Cause(1)
|
Involuntary
Termination Without Cause Within 18 Months after CIC(1)
|
Death
|
Disability
|
|||||||||||
Compensation:
|
|||||||||||||||||
Severance
Allowance
|
- | - | $ | 244,000 | $ | 353,800 | - | - | |||||||||
Short-term
Incentive
|
|||||||||||||||||
Earned
Annual Incentive Award
|
$ | 329,400 | $ | 329,400 | $ | 329,400 | $ | 329,400 | $ | 329,400 | $ | 329,400 | |||||
Long-term
Incentives
|
|||||||||||||||||
3-year
Incentive Award
|
$ | 36,600 | |||||||||||||||
Stock
Options(2)
|
- | - | - | $ | 14,454 | $ | 14,454 | $ | 14,454 | ||||||||
Restricted
Stock(3)
|
- | - | - | $ | 142,543 | $ | 142,543 | $ | 142,543 | ||||||||
Benefits
and Perquisites:
|
|||||||||||||||||
Medical
Plan Coverage(4)
|
- | - | $ | 8,228 | $ | 8,228 | - | - | |||||||||
Life
Insurance Proceeds
|
- | - | - | - | $ | 732,000 | - | ||||||||||
Vested
Portion of Company
Match
of Deferred Comp.
|
- | - | - | - | - | - | |||||||||||
Accrued
Vacation Pay
|
$ | 938 | $ | 938 | $ | 938 | $ | 938 | $ | 938 | $ | 938 | |||||
Outplacement
Assistance
|
- | - | $ | 25,000 | $ | 25,000 | - | - | |||||||||
280G
Tax Gross Up
|
- | - | - | - | - | - | |||||||||||
Total:
|
$ | 330,338 | $ | 330,338 | $ | 607,566 | $ | 910,963 | $ | 1,219,335 | $ | 487,335 |
(1)
|
Includes
nonrenewal of agreement and resignation for good
reason.
|
(2)
|
Unvested
awards that accelerate upon the terminating event multiplied by (i) our
closing stock price on December 31, 2007 minus (ii) the exercise price of
such awards.
|
(3)
|
Unvested
awards that accelerate upon the terminating event multiplied by our
closing stock price on December 31,
2007.
|
(4)
|
Estimated
employer subsidy.
|
Richard L.
Stanley
|
|||||||||||||||||
Executive
Benefits and Payments
Upon
Termination
|
Voluntary
Termination
|
For
Cause Termination
|
Involuntary
Termination
Without
Cause(1)
|
Involuntary
Termination Without Cause Within 18 Months after CIC (1)
|
Death
|
Disability
|
|||||||||||
Compensation:
|
|||||||||||||||||
Severance
Allowance
|
- | - | $ | 335,000 | $ | 502,500 | - | - | |||||||||
Short-term
Incentive
|
|||||||||||||||||
Earned
Annual Incentive Award
|
$ | 118,181 | $ | 118,181 | $ | 118,181 | $ | 118,181 | $ | 118,181 | $ | 118,181 | |||||
Long-term
Incentives
|
|||||||||||||||||
3-year
Incentive Award
|
$ | 20,938 | |||||||||||||||
Stock
Options(2)
|
- | - | - | $ | 0 | $ | 0 | $ | 0 | ||||||||
Restricted
Stock(3)
|
- | - | - | $ | 763,280 | $ | 763,280 | $ | 763,280 | ||||||||
Benefits
and Perquisites:
|
|||||||||||||||||
Medical
Plan Coverage(4)
|
- | - | $ | 3,241 | $ | 3,241 | - | - | |||||||||
Life
Insurance Proceeds
|
- | - | - | - | $ | 1,005,000 | - | ||||||||||
Vested
Portion of Company
Match
of Deferred Comp.
|
- | - | - | $ | 7,164 | $ | 7,164 | $ | 7,164 | ||||||||
Accrued
Vacation Pay
|
- | - | - | - | - | - | |||||||||||
Outplacement
Assistance
|
- | - | $ | 25,000 | $ | 25,000 | - | - | |||||||||
280G
Tax Gross Up
|
- | - | - | - | - | - | |||||||||||
Total:
|
$ | 118,181 | $ | 118,181 | $ | 481,422 | $ | 1,440,304 | $ | 1,893,625 | $ | 888,625 |
(1)
|
Includes
nonrenewal of agreement and resignation for good
reason.
|
(2)
|
Unvested
awards that accelerate upon the terminating event multiplied by (i) our
closing stock price on December 31, 2007 minus (ii) the exercise price of
such awards.
|
(3)
|
Unvested
awards that accelerate upon the terminating event multiplied by our
closing stock price on December 31,
2007.
|
(4)
|
Estimated
employer subsidy.
|
Name
|
Fees
earned
or
paid in cash
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified Deferred Compensation Earnings
($)
|
All
Other Compen-sation
($)
|
Total
($)
|
||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
||||||||||||||||
Robert
L. Evans
|
$ | 50,000 | (2) | $ | 43,775 | (3) (4) | $ | 48,225 | (5) (6) | $ |
0
|
$ |
0
|
$ |
0
|
$ | 142.000 | ||||||
Curtland
E. Fields
|
$ | 50,000 | $ | 43,775 | (3) (4) | $ | 48,225 | (5) (6) | $ |
0
|
$ |
0
|
$ |
0
|
$ | 142,000 | |||||||
Michael
J. Hartnett
|
$ | 50,000 | $ | 43,775 | (3) (4) | $ | 48,225 | (5) (7) | $ |
0
|
$ |
0
|
$ |
0
|
$ | 142,000 | |||||||
Michael
D. Jordan
|
$ | 50,000 | (2) | $ | 43,775 | (3) (4) | $ | 53,668 | (5) (6) | $ |
0
|
$ |
0
|
$ |
0
|
|
$ | 147,443 | |||||
S.
Lawrence Prendergast
|
$ | 50,000 | $ | 43,775 | (3) (4) | $ | 53,668 | (5) (6) | $ |
0
|
$ |
0
|
$ |
0
|
$ | 147,443 | |||||||
Edward
Stewart
|
$ | 50,000 | (2) | $ | 43,775 | (3) (4) | $ | 48,225 | (5) (6) | $ |
0
|
$ |
0
|
$ |
0
|
$ | 142,000 |
(1) |
See
Item 8. "Consolidated Financial Statements and Supplementary Data - Note 2
- Stock-Based
Compensation" for a description of the assumptions used in the
computation of our stock/option
award fair values.
|
(2) |
Entire
2007 cash retainer has been deferred in Company's Nonqualified Deferred
Compensation Plan.
|
(3) |
The
grant date fair value of 2,000 shares of restricted stock granted in 2007
is $60,960.
|
(4) |
As
of December 31, 2007, the director held 3,833 shares of restricted
stock.
|
(5) |
The
grant date fair value of 6,000 options to purchase common stock granted in
2007 is $78,522.
|
(6) |
As
of December 31, 2007, the director held 29,000 options to purchase common
stock.
|
(7) |
As
of December 31, 2007, the director held 124,000 options to purchase common
stock.
|
Beneficial
Owner(1)
|
Number
of
Shares(2)
|
|
Voting
Percentage
|
|
FMR
Corp.(3)
|
2,875,527
|
13.0
|
||
Wells
Fargo & Company(4)
|
1,485,704
|
6.7
|
||
Daruma
Asset Management, Inc.(5)
|
1,358,400
|
6.1
|
||
Barclays
Global Investors(6)
|
1,341,644
|
6.1
|
||
Donald
T. Johnson, Jr.(7)
|
318,177
|
1.4
|
||
Todd
R. Peters(8)
|
38,738
|
*
|
||
William
L. Conley, Jr.(9)
|
61,863
|
|
*
|
|
Richard
L. Stanley(10)
|
28,000
|
|
*
|
|
Joseph
Salamunovich(11)
|
58,763
|
|
*
|
|
Robert
L. Evans(12)
|
35,000
|
*
|
||
Curtland
E. Fields(12)
|
35,000
|
*
|
||
Dr.
Michael J. Hartnett(13)
|
130,000
|
*
|
||
Michael
D. Jordan(12)
|
35,000
|
*
|
||
S.
Lawrence Prendergast(12)
|
36,000
|
|
*
|
|
Edward
Stewart(12)
|
52,000
|
*
|
||
All
directors and officers as a group (15 persons)(14)
|
998,137
|
4.4
|
(1)
|
Unless
otherwise noted, the address of each beneficial owner is 1400 Opus Place,
Suite 600, Downers Grove, IL
60515.
|
(2)
|
The
shares of common stock underlying options granted under our stock
incentive plans that are exercisable as of February 15, 2008 or that
will become exercisable within 60 days thereafter (such options being
referred to as “exercisable”) are deemed to be outstanding for the purpose
of calculating the beneficial ownership of the holder of such options, but
are not deemed to be outstanding for the purpose of computing the
beneficial ownership of any other
person.
|
(3)
|
FMR
Corp.’s address is 82 Devonshire Street, Boston, MA
02109.
|
(4)
|
Wells
Fargo & Company’s address is 420 Montgomery Street, San Francisco, CA
94104.
|
(5)
|
Daruma
Asset Management, Inc.’s address is 80 West 40th Street, 9th Floor, New
York, NY 10018.
|
(6)
|
Barclays
Global Investors’ address is 45 Fremont Street, San Francisco, CA
94105.
|
(7)
|
Includes
62,664 shares of restricted stock and 231,130 shares subject to
exercisable options. Excludes 167,241 shares subject to options
that are not exercisable.
|
(8)
|
Includes
11,099 shares of restricted stock and 5,625 shares subject to exercisable
options. Excludes 26,838 shares subject to options that are not
exercisable. 20,000 shares are pledged as security for a personal
loan from the Northern Trust.
|
(9)
|
Includes
6,862 shares of restricted stock and 49,063 shares subject to exercisable
options. Excludes 17,636 shares subject to options that are not
exercisable.
|
(10)
|
Consists
of 28,000 shares of restricted stock. Excludes 30,000 shares
subject to options that are not
exercisable.
|
(11)
|
Includes
5,229 shares of restricted stock and 44,063 shares subject to exercisable
options. Excludes 12,388 shares subject to options that are not
exercisable.
|
(12)
|
Includes
3,833 shares of restricted stock and 29,000 shares subject to exercisable
options. Excludes 9,000 shares subject to options that are not
exercisable.
|
(13)
|
Includes
3,833 shares of restricted stock and 124,000 shares subject to exercisable
options. Excludes 9,000 shares subject to options that are not
exercisable.
|
(14)
|
Includes
156,322 shares of restricted stock and 735,300 shares subject to
exercisable options. Excludes 353,002 shares subject to options
that are not exercisable.
|
Plan
category
|
Number
of securities
to
be issued
upon
exercise of
outstanding
options,
warrants
and rights
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
|
Number
of securities
remaining
available for
future
issuances under
equity
compensation plans
(excluding
securities
reflected
in column (a))
|
|||
(a)
|
(b)
|
(c)
|
||||
Equity
compensation plans approved
by security holders
|
1,514,727
|
$
21.84
|
842,169
|
|||
Equity
compensation plans not approved by security holders
|
—
|
—
|
—
|
|||
Total
|
1,514,727
|
842,169
|
2007
|
2006
|
||||
Audit
Fees(1)
|
$ | 1,024,565 | $ | 1,140,510 | |
Audit-Related
Fees(2)
|
359,907 | 178,896 | |||
Tax
Fees (3)
|
67,016 | 44,958 | |||
All
Other Fees(4)
|
– | 6,600 | |||
Total
Fees
|
$ | 1,451,488 | $ | 1,370,964 |
(1)
|
The
fees for 2006 are $39,080 higher than reported in our Annual Report on
Form 10-K for the year ended December 31, 2006 due to audit fees
incurred
but not communicated until after the filing of the 2006 Annual Report on
Form 10-K.
|
(2)
|
For
2007 consists of fees and expenses for services relating to a Statement of
Auditing Standards No. 70 review ($134,907) and fees related to
certain
due diligence services ($225,000). For 2006 consists of fees
and expenses for services relating to a Statement of Auditing Standards
No. 70
review ($128,896) and diligence for a potential acquisition
($50,000).
|
(3)
|
Consists
of fees and expenses for assistance with (i) state, federal and
foreign tax returns ($67,016 for 2007 and $35,939 for 2006) and (ii)
other
foreign tax related assistance ($9,019 for
2006).
|
(4)
|
Consists
of fees and expenses for services relating to assurance services for a
customer.
|
(a)
|
Index
to Financial Statements, Financial Statement Schedules and
Exhibits:
|
1.
|
Financial
Statements Index
|
||
See
Index to Financial Statements and Supplemental Data on page
40.
|
|||
2.
|
Financial
Statement Schedules Index
|
||
II
– Valuation and Qualifying Accounts
|
S-1
|
||
All
other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and therefore have been
omitted.
|
|||
3.
|
Exhibit
Index
|
||
The
following exhibits are filed as part of this Annual Report on Form 10-K,
or are incorporated herein by reference:
|
Exhibit
Number
|
Description
|
3.1
|
Restated
Certificate of Incorporation of Aftermarket Technology Corp (previously
filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on
December 21, 2001 and incorporated herein by this
reference)
|
3.2
|
Bylaws
of Aftermarket Technology Corp. (previously filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 2005 and incorporated herein by this
reference)
|
10.1
|
Amended
and Restated Tax Sharing Agreement, dated as of December 20, 1996,
among Aftermarket Technology Holdings Corp., Aaron's Automotive
Products, Inc., ATC Components, Inc., CRS Holdings Corp.,
Diverco Acquisition Corp., H.T.P., Inc., Mamco Converters, Inc.,
R.P.M. Merit, Inc. and Tranzparts Acquisition Corp. (previously filed
as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by this
reference)
|
10.2†
|
Aftermarket
Technology Corp. 1996 Stock Incentive Plan (previously filed as Exhibit
10.10 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by this
reference)
|
10.3†
|
Form
of Non-Qualified Stock Option Agreement under the
Aftermarket Technology Corp. 1996 Stock Incentive Plan (previously
filed as Exhibit 10.37 to Amendment No. 1 to the Company's Registration
Statement on Form S-1 filed on October 25, 1996, Commission File
No. 333-5597, and incorporated herein by this reference)
|
10.4†
|
Aftermarket
Technology Corp. 1998 Stock Incentive Plan (previously filed as
Exhibit 10.55 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998 and incorporated herein by this
reference)
|
10.5†
|
Aftermarket
Technology Corp. 2000 Stock Incentive Plan (previously filed as
Exhibit 10.57 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000 and incorporated herein by this
reference)
|
10.6†
|
Aftermarket
Technology Corp. 2002 Stock Incentive Plan (previously filed as
Exhibit 10.31 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2002 and incorporated herein by this
reference)
|
10.7†
|
Aftermarket
Technology Corp. 2004 Stock Incentive Plan (previously filed as Exhibit
10.1 to the Company's Current Report on Form 8-K filed on
December 14, 2004 and incorporated herein by this
reference)
|
10.8†
|
Standard
Terms and Conditions Governing Nonemployee Director Stock Options Granted
on or after May 12, 2004 under the Aftermarket Technology Corp. 1998,
2000, 2002, and 2004 Stock Incentive Plans (previously filed
as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
December 14, 2004 and incorporated herein by this
reference)
|
10.9†
|
Standard
Terms and Conditions Governing Employee Non-Qualified Stock Options
Granted on or after May 12, 2004 under the Aftermarket Technology
Corp. 1998, 2000, 2002, and 2004 Stock Incentive Plans (previously filed
as Exhibit 10.3 to the Company's Current Report on Form 8-K filed on
December 14, 2004 and incorporated herein by this
reference)
|
10.10†
|
Standard
Terms and Conditions Governing Nonemployee Director Stock Options under
the Aftermarket Technology Corp. 1998, 2000 and 2002 Stock Incentive
Plans
(previously filed as Exhibit 10.4 to the Company's Current Report on Form
8-K filed on December 14, 2004 and incorporated herein by this
reference)
|
10.11†
|
Standard
Terms and Conditions Governing Employee Non-Qualified Stock Options under
the Aftermarket Technology Corp. 1998, 2000 and 2002 Stock Incentive
Plans
(previously filed as Exhibit 10.5 to the Company's Current Report on Form
8-K filed on December 14, 2004 and incorporated herein by this
reference)
|
10.12†
|
Aftermarket
Technology Corp. 2006 Stock Incentive Plan (previously filed as Exhibit
10.1 to the Company's Current Report on Form 8-K filed on June 6, 2006 and
incorporated herein by this reference)
|
10.13†
|
Standard Terms and
Conditions Governing Nonemployee Director Stock Options under the
Aftermarket Technology Corp. 2006 Stock Incentive Plan (previously
filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
June 6, 2006 and incorporated herein by this reference)
|
10.14†
|
Standard Terms and
Conditions Governing Employee Non-Qualified Stock Options under the
Aftermarket Technology Corp. 2006 Stock Incentive Plan (previously
filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed on
June 6, 2006 and incorporated herein by this reference)
|
10.15†
|
Form
of Restricted Stock Agreement for Nonemployee Directors under the
Aftermarket Technology Corp. 1998, 2000, 2002, 2004 and 2006 Stock
Incentive Plans (previously filed as Exhibit 10.4 to the Company's
Current Report on Form 8-K filed on June 6, 2006 and incorporated herein
by this reference)
|
10.16†
|
Form
of Restricted Stock Agreement for Employee under the
Aftermarket Technology Corp. 1998, 2000, 2002, 2004 and 2006 Stock
Incentive Plans (previously filed as Exhibit 10.5 to the Company's
Current Report on Form 8-K filed on June 6, 2006 and incorporated herein
by this reference)
|
10.17†
|
Aftermarket
Technology Corp. Executive Nonqualified Excess Plan (previously filed as
Exhibit 10 to the Company's Current Report on Form 8-K filed on
June 6, 2005 and incorporated herein by this reference)
|
10.18†
|
Aftermarket
Technology Corp. Executive Nonqualified Excess Plan Adoption Agreement
(previously filed as Exhibit 10 to the Company's Current Report on Form
8-K filed on September 18, 2006 and incorporated herein by this
reference)
|
|
|
10.20†
|
Executive
Employment Agreement, dated as of March 9, 2004, between Aftermarket
Technology Corp. and Todd R. Peters (previously filed as
Exhibit 10.22 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2004 and incorporated herein by this
reference)
|
10.21†
|
Form
of Executive Employment Agreement between Aftermarket Technology Corp. and
certain of its officers (previously filed as Exhibit 10.27 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 2002 and incorporated herein by this
reference)
|
10.22†
|
Form
of Indemnification Agreement between Aftermarket Technology Corp. and
directors and certain officers (previously filed as Exhibit 10.46 to
Amendment No. 1 the Company's Registration Statement on Form S-1 (File
No. 333-35543) filed on October 1, 1997 and incorporated herein by
this reference)
|
10.23
|
Stock
Purchase Agreement dated as of September 1, 2000 between Aftermarket
Technology Corp. and ATCDG Acquisition Corp., Inc. (previously filed as
Exhibit 10.1 to the Company's Current Report on Form 8-K dated
October 27, 2000 and incorporated herein by this reference)
|
10.24
|
Amendment
to Stock Purchase Agreement dated as of October 27, 2000 between
Aftermarket Technology Corp. and ATCDG Acquisition Corp., Inc. (previously
filed as Exhibit 10.2 to the Company's Current Report on
Form 8-K dated October 27, 2000 and incorporated herein by this
reference)
|
10.25
|
Amendment
No. 2 to Stock Purchase Agreement dated as of May 25, 2001
between Aftermarket Technology Corp. and ATC Distribution Group (as the
successor to ATCDG Acquisition Corp., Inc.) (previously filed as Exhibit
10.1 to the Company's Current Report on Form 8-K filed on
December 21, 2001 and incorporated herein by this
reference)
|
10.26
|
Agreement
dated as of July 2, 2001 between Aftermarket Technology Corp. and ATC
Distribution Group (as the successor to ATCDG Acquisition Corp., Inc.)
(previously filed as Exhibit 10.2 to the Company's Current Report on Form
8-K filed on December 21, 2001 and incorporated herein by this
reference)
|
10.27
|
Amendment
No. 3 to Stock Purchase Agreement dated as of October 19, 2001
between Aftermarket Technology Corp. and ATC Distribution Group (as the
successor to ATCDG Acquisition Corp., Inc.) (previously filed as Exhibit
10.3 to the Company's Current Report on Form 8-K filed on
December 21, 2001 and incorporated herein by this
reference)
|
10.28
|
Amendment
No. 4 to Stock Purchase Agreement dated as of December 28, 2001
between Aftermarket Technology Corp. and ATC Distribution Group (as the
successor to ATCDG Acquisition Corp., Inc.) (previously filed as
Exhibit 10.40 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2001 and incorporated herein by this
reference)
|
10.29
|
Amendment
No. 5 to Stock Purchase Agreement dated as of August 2, 2002 between
Aftermarket Technology Corp. and ATC Distribution Group (as the successor
to ATCDG Acquisition Corp., Inc.) (previously filed as Exhibit 10.29
to the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 and incorporated herein by this
reference)
|
10.30
|
Credit
Agreement dated as of March 21, 2006 among Aftermarket Technology Corp.,
Bank of America, N.A., as Administrative Agent, and the other Lenders
party thereto, Banc of America Securities LLC, J.P. Morgan Securities
Inc., JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and Charter One
Bank, N.A. (previously filed as Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006 and incorporated
herein by reference)
|
10.31
|
Guaranty
and Collateral Agreement dated as of March 21, 2006 made by Aftermarket
Technology Corp. and certain of its subsidiaries in favor of Bank of
America, N.A., as Administrative Agent (previously filed as Exhibit 10.2
to the Company’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2006 and incorporated herein by reference)
|
14
|
Code
of Ethics (previously filed as Exhibit 14 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2003 and
incorporated herein by this reference)
|
(b)
|
Refer
to (a) 3 above.
|
(c)
|
Refer
to (a) 2 above.
|
By:
|
/s/
Donald T. Johnson, Jr.
|
|
Donald
T. Johnson, Jr.
Chairman,
President and Chief Executive Officer
|
||
February
27, 2008
|
February
27, 2008
|
/s/
Donald T. Johnson, Jr.
|
|
Donald
T. Johnson, Jr.
Chairman,
President and Chief Executive Officer
(principal
executive officer)
|
||
February
27, 2008
|
/s/
Todd R. Peters
|
|
Todd
R. Peters
Vice
President and Chief Financial Officer
(principal
financial officer)
|
||
February
27, 2008
|
/s/
John M. Pinkerton
|
|
John
M. Pinkerton
Vice
President and Controller
(principal
accounting officer)
|
||
February
27, 2008
|
/s/
Robert L. Evans
|
|
Robert
L. Evans, Director
|
||
February
27, 2008
|
/s/
Curtland E. Fields
|
|
Curtland
E. Fields, Director
|
||
February
27, 2008
|
/s/
Michael J. Hartnett
|
|
Michael
J. Hartnett, Director
|
||
February
27, 2008
|
/s/
Michael D. Jordan
|
|
Michael
D. Jordan, Director
|
||
February
27, 2008
|
/s/
S. Lawrence Prendergast
|
|
S.
Lawrence Prendergast, Director
|
||
February
27, 2008
|
/s/
Edward Stewart
|
|
Edward
Stewart, Director
|
Additions
|
|||||||||||||||||
Balance
at
Beginning
of
Period
|
Charge
(Income)
to
Costs
and
Expenses
|
Adjustments
to
Other
Accounts
|
Deductions
|
Balance
at
End
of Period
|
|||||||||||||
Year
ended December 31, 2005:
|
|||||||||||||||||
Reserve
and allowances deducted from asset accounts:
|
|||||||||||||||||
Allowance
for uncollectible accounts
|
$ | 474 | $ | 334 | $ | 194 | (1) | $ | 39 | (2) | $ | 963 | |||||
Reserve
for excess and obsolete inventory
|
5,056 | 847 | − | 826 | 5,077 | ||||||||||||
Valuation
allowance on deferred tax assets
|
13,881 | 96 | − | 2,218 | (3) | 11,759 | |||||||||||
Year
ended December 31, 2006:
|
|||||||||||||||||
Reserve
and allowances deducted from asset accounts:
|
|||||||||||||||||
Allowance
for uncollectible accounts
|
963 | (23 | ) | − | 69 | (2) | 871 | ||||||||||
Reserve
for excess and obsolete inventory
|
5,077 | 1,751 | − | 1,638 | 5,190 | ||||||||||||
Valuation
allowance on deferred tax assets
|
11,759 | 484 | − | − | 12,243 | ||||||||||||
Year
ended December 31, 2007:
|
|||||||||||||||||
Reserve
and allowances deducted from asset accounts:
|
|||||||||||||||||
Allowance
for uncollectible accounts
|
871 | (217 | ) | − | 71 | (2) | 583 | ||||||||||
Reserve
for excess and obsolete inventory
|
5,190 | 4,383 | − | 3,479 | 6,094 | ||||||||||||
Valuation
allowance on deferred tax assets
|
12,243 | (62 | ) | − | 5,736 | (3) | 6,445 |
|
(1)
|
Balance
reclassified in current year.
|
|
(2)
|
Accounts
written off, net of recoveries.
|
|
(3)
|
Related
to the expiration of capital loss
carryforwards.
|