atc10q.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
For the
quarterly period ended September 30, 2009
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
For the
transition period from______________________ to
______________________
Commission
File Number 0-21803
ATC
TECHNOLOGY CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
95-4486486
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S.
Employer Identification No.)
|
1400
Opus Place - Suite 600, Downers Grove, IL
|
|
60515
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code: (630) 271-8100
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check one):
Large
accelerated filer o Accelerated
filer x Non-accelerated
filer o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o
No x
As of
October 23, 2009, there were 19,990,910 shares of common stock of the Registrant
outstanding.
FORM
10-Q
Table of
Contents
|
|
Page Number
|
PART
I.
|
Financial
Information
|
|
|
|
|
Item
1.
|
Financial
Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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PART
II.
|
Other
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
BALANCE SHEETS
|
(In
thousands, except share and per share data)
|
|
|
|
|
|
September
30,
|
|
December
31,
|
|
2009
|
|
2008
|
Assets
|
(Unaudited)
|
|
|
Current
Assets:
|
|
|
|
Cash
and cash equivalents
|
$ |
129,689 |
|
|
$ |
17,188 |
|
Short-term
investments
|
|
3,731 |
|
|
|
446 |
|
Accounts
receivable, net
|
|
81,488 |
|
|
|
72,897 |
|
Inventories
|
|
57,461 |
|
|
|
63,334 |
|
Prepaid
and other assets
|
|
2,715 |
|
|
|
4,508 |
|
Refundable
income taxes
|
|
570 |
|
|
|
2,509 |
|
Deferred
income taxes
|
|
9,164 |
|
|
|
8,943 |
|
Assets
of discontinued operations
|
|
- |
|
|
|
52 |
|
Total
current assets
|
|
284,818 |
|
|
|
169,877 |
|
|
|
|
|
|
|
|
|
Property,
plant and equipment, net
|
|
47,641 |
|
|
|
52,728 |
|
Debt
issuance costs, net
|
|
232 |
|
|
|
350 |
|
Goodwill
|
|
16,238 |
|
|
|
53,229 |
|
Deferred
income taxes
|
|
2,007 |
|
|
|
- |
|
Long-term
investments
|
|
1,716 |
|
|
|
4,680 |
|
Other
assets
|
|
1,089 |
|
|
|
1,478 |
|
Total
assets
|
$ |
353,741 |
|
|
$ |
282,342 |
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Equity
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
Accounts
payable
|
$ |
31,964 |
|
|
$ |
29,221 |
|
Accrued
expenses
|
|
24,809 |
|
|
|
25,863 |
|
Income
taxes payable
|
|
4,474 |
|
|
|
4,290 |
|
Deferred
compensation
|
|
3,843 |
|
|
|
564 |
|
Liabilities
of discontinued operations
|
|
- |
|
|
|
453 |
|
Total
current liabilities
|
|
65,090 |
|
|
|
60,391 |
|
|
|
|
|
|
|
|
|
Amount
drawn on credit facility
|
|
70,000 |
|
|
|
- |
|
Deferred
compensation, less current portion
|
|
1,803 |
|
|
|
4,870 |
|
Other
long-term liabilities
|
|
2,191 |
|
|
|
2,659 |
|
Liabilities
related to uncertain tax positions
|
|
547 |
|
|
|
1,637 |
|
Deferred
income taxes
|
|
- |
|
|
|
8,083 |
|
|
|
|
|
|
|
|
|
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) - 27,917,892 and
27,639,527
|
|
|
|
|
|
|
|
as
of September 30, 2009 and December 31, 2008, respectively
|
|
279 |
|
|
|
276 |
|
Additional
paid-in capital
|
|
241,815 |
|
|
|
236,994 |
|
Retained
earnings
|
|
104,230 |
|
|
|
100,167 |
|
Accumulated
other comprehensive income (loss)
|
|
73 |
|
|
|
(969 |
) |
Common
stock held in treasury, at cost - 7,925,632 and 7,868,354
shares
|
|
|
|
|
|
|
|
as
of September 30, 2009 and December 31, 2008, respectively
|
|
(132,287 |
) |
|
|
(131,766 |
) |
Total
stockholders' equity
|
|
214,110 |
|
|
|
204,702 |
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
$ |
353,741 |
|
|
$ |
282,342 |
|
|
|
|
|
|
|
|
|
See
accompanying notes.
|
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF INCOME
|
(In
thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
For
the three months ended September 30,
|
|
For
the nine months ended September 30,
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Net
sales:
|
|
|
|
|
|
|
|
Services
|
$ |
89,699 |
|
|
$ |
94,302 |
|
|
$ |
251,902 |
|
|
$ |
265,571 |
|
Products
|
|
38,038 |
|
|
|
44,617 |
|
|
|
107,774 |
|
|
|
138,512 |
|
Total
net sales
|
|
127,737 |
|
|
|
138,919 |
|
|
|
359,676 |
|
|
|
404,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services
|
|
64,193 |
|
|
|
70,711 |
|
|
|
179,979 |
|
|
|
198,337 |
|
Products
|
|
31,107 |
|
|
|
36,860 |
|
|
|
90,030 |
|
|
|
113,081 |
|
Products
- exit, disposal, certain severance and other charges (credits)
|
|
(1,518 |
) |
|
|
- |
|
|
|
(572 |
) |
|
|
- |
|
Total
cost of sales
|
|
93,782 |
|
|
|
107,571 |
|
|
|
269,437 |
|
|
|
311,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
33,955 |
|
|
|
31,348 |
|
|
|
90,239 |
|
|
|
92,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative expense
|
|
11,919 |
|
|
|
15,420 |
|
|
|
37,110 |
|
|
|
43,199 |
|
Amortization
of intangible assets
|
|
- |
|
|
|
31 |
|
|
|
50 |
|
|
|
118 |
|
Impairment
of goodwill
|
|
- |
|
|
|
- |
|
|
|
36,991 |
|
|
|
- |
|
Exit,
disposal, certain severance and other charges
|
|
524 |
|
|
|
214 |
|
|
|
4,867 |
|
|
|
1,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
21,512 |
|
|
|
15,683 |
|
|
|
11,221 |
|
|
|
48,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
41 |
|
|
|
125 |
|
|
|
171 |
|
|
|
531 |
|
Other
income, net
|
|
119 |
|
|
|
33 |
|
|
|
128 |
|
|
|
132 |
|
Interest
expense
|
|
(318 |
) |
|
|
(161 |
) |
|
|
(925 |
) |
|
|
(536 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations before income taxes
|
|
21,354 |
|
|
|
15,680 |
|
|
|
10,595 |
|
|
|
48,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
7,919 |
|
|
|
5,516 |
|
|
|
6,574 |
|
|
|
17,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations
|
|
13,435 |
|
|
|
10,164 |
|
|
|
4,021 |
|
|
|
30,209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain
(loss) from discontinued operations, net of income taxes
|
|
- |
|
|
|
(2 |
) |
|
|
42 |
|
|
|
(2,480 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
$ |
13,435 |
|
|
$ |
10,162 |
|
|
$ |
4,063 |
|
|
$ |
27,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
common share - basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations
|
$ |
0.68 |
|
|
$ |
0.49 |
|
|
$ |
0.20 |
|
|
$ |
1.42 |
|
Gain
(loss) from discontinued operations
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
(0.12 |
) |
Net
income
|
$ |
0.68 |
|
|
$ |
0.49 |
|
|
$ |
0.21 |
|
|
$ |
1.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding
|
|
19,692 |
|
|
|
20,758 |
|
|
|
19,622 |
|
|
|
21,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
common share - diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations
|
$ |
0.67 |
|
|
$ |
0.48 |
|
|
$ |
0.20 |
|
|
$ |
1.41 |
|
Gain
(loss) from discontinued operations
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
(0.12 |
) |
Net
income
|
$ |
0.67 |
|
|
$ |
0.48 |
|
|
$ |
0.21 |
|
|
$ |
1.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common
equivalent shares outstanding
|
|
19,919 |
|
|
|
21,004 |
|
|
|
19,763 |
|
|
|
21,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
(In
thousands)
|
|
|
|
|
|
For
the nine months ended September 30,
|
|
2009
|
|
2008
|
|
(Unaudited)
|
Operating
Activities:
|
|
|
|
Net
income
|
$ |
4,063 |
|
|
$ |
27,729 |
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities - continuing operations:
|
|
|
|
|
|
|
|
Net
(gain) loss from discontinued operations
|
|
(42 |
) |
|
|
2,480 |
|
Impairment
of goodwill
|
|
36,991 |
|
|
|
- |
|
Writedown
of other assets
|
|
462 |
|
|
|
- |
|
Depreciation
and amortization
|
|
10,191 |
|
|
|
11,003 |
|
Noncash
stock-based compensation
|
|
2,886 |
|
|
|
3,258 |
|
Amortization
of debt issuance costs
|
|
118 |
|
|
|
118 |
|
Adjustments
to provision for losses on accounts receivable
|
|
115 |
|
|
|
43 |
|
Gain
on sale of equipment
|
|
(113 |
) |
|
|
(17 |
) |
Deferred
income taxes
|
|
(10,293 |
) |
|
|
3,137 |
|
Changes
in operating assets and liabilities, net
of businesses discontinued/sold:
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
(8,503 |
) |
|
|
(25,106 |
) |
Inventories
|
|
6,278 |
|
|
|
(9,791 |
) |
Prepaid
and other assets
|
|
2,772 |
|
|
|
(1,693 |
) |
Accounts
payable and accrued expenses
|
|
1,235 |
|
|
|
(3,027 |
) |
Net
cash provided by operating activities -continuing
operations
|
|
46,160 |
|
|
|
8,134 |
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating activities - discontinued
operations
|
|
(337 |
) |
|
|
237 |
|
|
|
|
|
|
|
|
|
Investing
Activities:
|
|
|
|
|
|
|
|
Purchases
of property, plant and equipment
|
|
(5,418 |
) |
|
|
(9,930 |
) |
Purchases
of available-for-sale securities
|
|
(491 |
) |
|
|
(2,303 |
) |
Proceeds
from sales of available-for-sale securities
|
|
379 |
|
|
|
- |
|
Proceeds
from sale of equipment
|
|
302 |
|
|
|
38 |
|
Net
cash used in investing activities - continuing operations
|
|
(5,228 |
) |
|
|
(12,195 |
) |
|
|
|
|
|
|
|
|
Net
cash provided by investing activities - discontinued
operations
|
|
- |
|
|
|
2,546 |
|
|
|
|
|
|
|
|
|
Financing
Activities:
|
|
|
|
|
|
|
|
Borrowings
on revolving credit facility, net
|
|
70,000 |
|
|
|
- |
|
Proceeds
from exercise of stock options
|
|
2,018 |
|
|
|
205 |
|
Tax
benefit from stock-based award transactions
|
|
148 |
|
|
|
107 |
|
Repurchases
of common stock for treasury
|
|
(521 |
) |
|
|
(32,966 |
) |
Payments
of deferred compensation related to acquired company
|
|
(118 |
) |
|
|
(124 |
) |
Net
cash provided by (used in) financing activities
|
|
71,527 |
|
|
|
(32,778 |
) |
|
|
|
|
|
|
|
|
Effect
of exchange rate changes on cash and cash equivalents
|
|
379 |
|
|
|
(565 |
) |
|
|
|
|
|
|
|
|
Increase
(decrease) in cash and cash equivalents
|
|
112,501 |
|
|
|
(34,621 |
) |
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
17,188 |
|
|
|
40,149 |
|
Cash
and cash equivalents at end of period
|
$ |
129,689 |
|
|
$ |
5,528 |
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
Interest
|
$ |
763 |
|
|
$ |
436 |
|
Income
taxes, net
|
|
16,145 |
|
|
|
15,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes.
|
|
|
|
|
|
|
|
Notes to
Consolidated Financial Statements
(Unaudited)
(In
thousands, except share and per share data)
Note
1.
|
Basis
of Presentation
|
The
accompanying unaudited consolidated financial statements of ATC Technology
Corporation (the “Company”) as of September 30, 2009 and for the three and nine
months ended September 30, 2009 and 2008 have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the rules and regulations of the Securities and Exchange Commission for
quarterly reports on Form 10-Q. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments of normal and recurring nature considered necessary
for a fair presentation have been included. Operating results for the
three and nine months ended September 30, 2009 are not necessarily indicative of
the results that may be expected for the year ending December 31,
2009. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008. The Company has evaluated
all subsequent events through October 27, 2009, the date these financial
statements were issued.
The
accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intercompany balances
and transactions have been eliminated. The Company consolidates any
variable interest entities of which the Company is the primary
beneficiary.
Certain
prior-year amounts have been reclassified to conform to the 2009
presentation.
Recently Issued Accounting
Standards
In June
2009, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards
Codification™ and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162. The FASB Accounting
Standards Codification™ (the “Codification”), which was launched on July 1,
2009, became the single source of authoritative nongovernmental U.S. generally
accepted accounting principles (“GAAP”), superseding various existing
authoritative accounting pronouncements. The Codification effectively
eliminates the GAAP hierarchy contained in SFAS No. 162 and establishes one
level of authoritative GAAP. All other literature is considered
non-authoritative. SFAS No. 168 was effective for financial statements issued
for interim and annual periods ending after September 15, 2009. The
Company’s adoption of SFAS No. 168 had no effect on its consolidated financial
statements, other than changes to references to GAAP Statements within the
consolidated financial statements.
Note
2.
|
Fair
Value Measurements
|
The
carrying value of assets and liabilities in the accompanying consolidated
balance sheets for cash and cash equivalents, short-term investments, accounts
receivable, inventories, prepaid and other assets, refundable income taxes,
accounts payable, accrued expenses, and income taxes payable as
of September 30, 2009 and December 31, 2008, approximate fair value
because of the short-term nature of these instruments.
The
majority of cash and cash equivalents as of September 30, 2009 are invested in
money market funds that primarily invest in securities issued by the U.S.
Government or its agencies.
Due to
the Company’s current position in cash and cash equivalents of $129,689 and the
terms of its revolving Credit Facility, the Company has concluded that the
$70,000 carrying value of its Credit Facility as of September 30, 2009, which is
not publicly traded, approximates it fair value. (See Note 8 − Credit
Facility.)
Note
3.
|
Short
and Long-Term Investments
|
The
Company maintains a nonqualified deferred compensation plan for certain
employees and directors. Under the terms of this plan, funds are
withheld from the participant’s pre-tax earnings, a portion of which are matched
by the Company in certain circumstances, and are placed into a trust in which
the use of the trust assets by the Company is restricted to future distributions
to plan participants. On its consolidated balance sheets, the Company
classifies its investments related to planned distributions (i) for the next
twelve months in short-term investments
and (ii) beyond twelve months in long-term
investments. Distributions, which are contractually specified by the
plan participants as either “in-service” or “post-separation,” can be made in a
lump sum payment or in annual installments over a period not to exceed 15
years. The assets of the trust primarily consist of mutual fund
securities and are available to satisfy claims of the Company’s general
creditors in the event of its bankruptcy. The Company classifies these average cost method
investments as available-for-sale securities, with unrealized holding gains and
losses reported net of tax in accumulated other comprehensive income
(loss). The cost basis of investments at September 30, 2009 and
December 31, 2008, were $5,719 and $5,612, respectively. The fair value of
investments at September 30, 2009 and December 31, 2008 were $5,447 and $5,126,
respectively. The Company’s net unrealized losses on a pre-tax basis
as of September 30, 2009 and December 31, 2008, were $272 and $486,
respectively.
Inventories
consist of the following:
|
September
30, 2009
|
|
December
31, 2008
|
|
|
|
|
Raw
materials, including core inventories
|
$ |
51,635 |
|
$ |
57,621 |
Work-in-process
|
|
762 |
|
|
760 |
Finished
goods
|
|
5,064 |
|
|
4,953 |
|
$ |
57,461 |
|
$ |
63,334 |
As of
September 30, 2009 and December 31, 2008, the raw materials inventory balances
were net of inventory reserves of $8,340 and $6,943, respectively.
Note
5.
|
Property,
Plant and Equipment
|
Property,
plant and equipment of continuing operations, stated at cost less accumulated
depreciation, are summarized as follows:
|
September
30, 2009
|
|
December
31, 2008
|
|
|
|
|
Property,
plant and equipment
|
$ |
142,765 |
|
|
$ |
148,864 |
|
Accumulated
depreciation
|
|
(95,124 |
) |
|
|
(96,136 |
) |
|
$ |
47,641 |
|
|
$ |
52,728 |
|
As part
of the Company’s restructuring of its Drivetrain segment, obsolete property,
plant and equipment with an original cost totaling $11,387 and accumulated
depreciation of $10,920 was disposed of during the nine months ended September
30, 2009. Also during the nine months ended September 30, 2009,
property, plant, and equipment and accumulated depreciation increased by $1,481
and $1,277, respectively, due to changes in the foreign exchange conversion rate
between the U.S dollar and the British pound.
The
change in the carrying amount of goodwill by reportable segment is summarized as
follows:
|
Logistics
|
|
Drivetrain
|
|
Consolidated
|
Balance
at December 31, 2008
|
$ |
16,238 |
|
$ |
36,991 |
|
|
$ |
53,229 |
|
Impairment
|
|
− |
|
|
(36,991 |
) |
|
|
(36,991 |
) |
Balance
at September 30, 2009
|
$ |
16,238 |
|
$ |
− |
|
|
$ |
16,238 |
|
The
Company tests its goodwill for impairment annually as of the first day of the
fourth quarter of each year unless events or circumstances would require an
immediate review. During the three months ended June 30, 2009, the
Company received notice of the impending loss of its automatic transmission
remanufacturing program with Honda, a major customer in the Drivetrain
segment. The resulting reduction in estimated future revenues for the
North American Drivetrain reporting unit was determined to be an indicator of
impairment, and as such, the Company performed an interim step one test for the
potential impairment of the goodwill related to this reporting unit during the
three months ended June 30, 2009. In estimating the fair value of the
North American Drivetrain reporting unit, the Company used a weighted average of
the income approach and the market approach. Under the income
approach, the fair value of the reporting unit is estimated based upon the
present value of expected future cash flows. The income approach is
dependent on a number of factors including probability weighted estimates of
forecasted revenue and operating costs, capital spending, working capital
requirements, discount rates and other variables. Under the market
approach, the Company estimated the value of the reporting unit by comparison to
a group of businesses with similar characteristics whose securities are actively
traded in the public markets. The Company used peer company multiples
of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and
revenues to develop a weighted average estimate of fair value for the market
approach. The resulting estimate of fair value of the reporting unit
did not exceed its carrying value, requiring the Company to perform a step two
measurement of the impairment loss. In step two, the implied fair
value of the goodwill is estimated by subtracting the fair value of the
reporting unit’s recorded tangible and intangible assets and unrecorded
intangible assets from the fair value of the reporting unit. The
impairment loss, if any, is the amount by which the carrying amount of the
goodwill
exceeds
its implied fair value. As a result of the step two valuation,
the Company concluded that the implied fair value of goodwill for the North
American Drivetrain reporting unit was zero, and recorded a goodwill impairment
charge of $36,991 ($25,950 net of income tax benefits) in its Drivetrain segment
during the three months ended June 30, 2009.
The
Company’s fair value estimate of goodwill for the North American Drivetrain
reporting unit as of June 30, 2009 was based upon level three, of the
three-level hierarchy established in the fair value accounting standards
prescribed by GAAP, as unobservable inputs in which there is little or no market
data, which required the Company to develop its own assumptions as described
above.
Note
7.
|
Warranty
Liability
|
The
Company offers various product warranties for transmissions and engines sold to
its customers in the Drivetrain segment. The specific terms and
conditions of the warranties vary depending upon the customer and the product
sold. Factors that affect the Company’s warranty liability include
number of products sold, historical and anticipated rates of warranty claims and
cost per claim. The Company accrues for estimated warranty costs as
sales are made and periodically assesses the adequacy of its recorded warranty
liability, included in accrued expenses, and adjusts the amount as
necessary.
Changes
to the Company’s warranty liability are summarized as follows:
|
For
the three months ended September 30,
|
|
For
the nine months ended September 30,
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
Balance
at beginning of period
|
$ |
1,203 |
|
|
$ |
1,900 |
|
|
$ |
1,885 |
|
|
$ |
2,154 |
|
Warranties
issued
|
|
193 |
|
|
|
169 |
|
|
|
454 |
|
|
|
819 |
|
Claims
paid / settlements
|
|
(30 |
) |
|
|
(49 |
) |
|
|
(603 |
) |
|
|
(531 |
) |
Changes
in liability for pre-existing warranties
|
|
(7 |
) |
|
|
(69 |
) |
|
|
(377 |
) |
|
|
(491 |
) |
Balance
at end of period
|
$ |
1,359 |
|
|
$ |
1,951 |
|
|
$ |
1,359 |
|
|
$ |
1,951 |
|
On March
21, 2006, the Company executed a credit agreement and related security agreement
with certain banks that provide the Company with a $150,000 five-year senior
secured revolving credit facility (the “Credit Facility”). The Credit
Facility can be increased by up to $75,000 under certain circumstances and
subject to certain conditions (including the receipt from one or more lenders of
the additional commitments that may be requested).
Amounts
outstanding under the Credit Facility generally bear interest at LIBOR plus a
specified margin or the prime rate plus a specified margin, depending on the
type of borrowing being made. The applicable margin is based on the
Company’s ratio of debt to EBITDA from time to time. Currently, the
Company’s LIBOR margin is 1.0% and its prime rate margin is zero. Additionally,
the Company is required to pay quarterly in arrears a commitment fee based on
the average daily unused portion of the Credit Facility during such quarter,
currently at a rate of 0.20% per annum. The Company must also pay
fees on outstanding letters of credit at a rate per annum equal to the
applicable LIBOR margin then in effect.
Amounts
advanced under the Credit Facility are guaranteed by all of the Company’s
domestic subsidiaries and secured by substantially all of the Company’s assets
and its domestic subsidiaries' assets. The credit and security
agreements contain several covenants, including ones that require the Company to
maintain specified levels of net worth, leverage and interest coverage and
others that may limit its ability to create liens, make investments, incur
indebtedness, make fundamental changes, make asset dispositions, make restricted
payments (including dividends) and engage in transactions with the Company’s
affiliates and affiliates of its subsidiaries. The Company was in
compliance with all of the Credit Facility’s covenants as of September 30,
2009.
Amounts
outstanding under the Credit Facility are generally due and payable on
March 31, 2011, the expiration date of the credit agreement. The
Company can elect to prepay some or all of the outstanding balance from time to
time without penalty or capacity reduction.
On
February 10, 2009, the Company borrowed $70,000 in principal amount under the
Credit Facility in order to increase its cash position and to preserve financial
flexibility in light of uncertainty in the credit markets.
As of
September 30, 2009, the Company had $70,000 outstanding under the Credit
Facility and had $1,290 of letters of credit issued against the Credit Facility,
resulting in a borrowing capacity of $78,710.
The
Company’s consolidated effective income tax rate was 37.1% and 62.0% for the
three and nine months ended September 30, 2009, respectively, and 35.2% and
37.3% for the three and nine months ended September 30, 2008,
respectively. The effective tax rate for the nine months ended
September 30, 2009 was higher than the U.S. federal tax rate of 35% primarily
due to the $2,902 nondeductible portion of the Drivetrain goodwill impairment
charge of $36,991 recorded during the three months ended June 30, 2009, the
state income tax provision, and certain valuation allowances on applicable state
deferred tax assets.
Note
10.
|
Comprehensive
Income
|
The
following table sets forth the computation of comprehensive income for the three
and nine months ended September 30, 2009 and 2008, respectively:
|
For
the three months ended September 30,
|
|
For
the nine months ended
September
30,
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
Net
income
|
$ |
13,435 |
|
|
$ |
10,162 |
|
|
$ |
4,063 |
|
$ |
27,729 |
|
Other
comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency
translation adjustments
|
|
(391 |
) |
|
|
(1,354 |
) |
|
|
956 |
|
|
(1,368 |
) |
Change
in unrealized gain (loss) on available-for-sale securities, net of income
taxes
|
|
110 |
|
|
|
(127 |
) |
|
|
86 |
|
|
(204 |
) |
|
$ |
13,154 |
|
|
$ |
8,681 |
|
|
$ |
5,105 |
|
$ |
26,157 |
|
Note
11.
|
Repurchases
of Common Stock
|
During
the nine months ended September 30, 2009, certain employees of the Company
delivered to the Company 35,334 shares of the Company’s common stock in payment
of $521 of withholding tax obligations arising from the vesting of Restricted
Stock awards (see Note 12 −
Stock-Based Compensation). Per the stock incentive plans under
which the stock awards were granted, (i) the withholding tax obligation was
based upon the fair market value of the Company’s common stock on the vesting
date and (ii) the shares returned to the Company in satisfaction of the
withholding tax obligation were returned to their respective plan and are
available for future grant.
In
addition, 21,944 shares of the Company’s common stock were returned to treasury,
at no cost, due to the forfeiture of Restricted Stock awards during the nine
months ended September 30, 2009.
Note
12.
|
Stock-Based
Compensation
|
The
Company awards (i) stock options and (ii) unvested shares of its common stock
(“Restricted Stock”) to its directors and employees. Stock option
valuations are estimated by using the Black-Scholes option pricing model, and
Restricted Stock awards are measured at the market value of the Company’s common
stock on the date of issuance. For stock-based awards granted by the
Company with graded vesting provisions, the Company applies an accelerated
attribution method and separately amortizes each vesting tranche over its
particular vesting period.
The
Company recognized pre-tax compensation expense related to stock-based awards of
$405 and $1,005 for the three months ended September 30, 2009 and 2008,
respectively, and $2,886 and $3,258 for the nine months ended September 30, 2009
and 2008, respectively.
A summary
of stock-based award activities during the nine months ended September 30, 2009
is presented below:
|
Stock
Options
|
|
Restricted
Stock(1)
|
Outstanding
at January 1, 2009
|
1,747,022 |
|
|
241,526 |
|
Granted
at market price
|
297,623 |
|
|
135,049 |
|
Exercised
|
(143,316 |
) |
|
(124,609 |
) |
Forfeited/expired
|
(30,183 |
) |
|
(21,944 |
) |
Outstanding
at September 30, 2009
|
1,871,146 |
|
|
230,022 |
|
(1) Restricted stock becomes
unrestricted at the time the awards vest.
Note
13.
|
Segment
Information
|
Within
the Company, financial performance is measured by lines of
business. The Company has two reportable segments: the Logistics
segment and the Drivetrain segment. The Logistics segment provides
value-added warehousing, packaging and distribution, transportation management,
reverse logistics, turnkey order fulfillment, electronic equipment testing, and
refurbishment and repair services. The principal customers are currently in the
wireless, consumer electronics and automotive industries and include AT&T
and TomTom. The Drivetrain segment primarily sells remanufactured
transmissions to Ford, Honda, Allison, Chrysler, GM and certain foreign OEMs,
primarily for use as replacement parts by their domestic dealers during the
warranty and/or post-warranty periods following the sale of a
vehicle. In addition, the Drivetrain segment sells select
remanufactured engines to certain OEMs in the U.S. and Europe. (See
Note 6 − “Goodwill” for a discussion regarding the impending loss of the
Company’s remanufactured transmission business with Honda.) The reportable
segments are each managed and measured separately primarily due to the differing
customers and distribution channels.
The
Company evaluates performance based upon operating income. The
reportable segments’ accounting policies are the same as those of the
Company. In 2008, the Company allocated fixed corporate overhead
equally to each of the Company’s reportable segments. In 2009, as the
result of (i) growth in the Logistics segment and (ii) a reduction in volumes
for the Drivetrain segment, approximately 75% of the fixed corporate overhead is
being allocated to the Logistics segment and 25% to the Drivetrain segment,
while certain costs that are variable in nature are allocated to the segment for
whose benefit the costs are incurred. Internal information systems
costs are allocated based upon usage estimates.
The
following table summarizes selected financial information relating to the
Company’s reportable segments:
|
Logistics
|
|
Drivetrain
|
|
Consolidated
|
For the three months ended September 30,
2009:
|
|
|
|
|
|
Net
sales from external customers
|
$ |
89,699 |
|
|
$ |
38,038 |
|
|
$ |
127,737 |
|
Exit,
disposal, certain severance and other charges (credits)
|
|
– |
|
|
|
(994 |
) |
|
|
(994 |
) |
Operating
income
|
|
17,276 |
|
|
|
4,236 |
|
|
|
21,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales from external customers
|
$ |
94,302 |
|
|
$ |
44,617 |
|
|
$ |
138,919 |
|
Exit,
disposal, certain severance and other charges
|
|
19 |
|
|
|
195 |
|
|
|
214 |
|
Operating
income
|
|
14,200 |
|
|
|
1,483 |
|
|
|
15,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30,
2009:
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales from external customers
|
$ |
251,902 |
|
|
$ |
107,774 |
|
|
$ |
359,676 |
|
Impairment
of goodwill
|
|
– |
|
|
|
36,991 |
|
|
|
36,991 |
|
Exit,
disposal, certain severance and other charges (credits)
|
|
(5 |
) |
|
|
4,300 |
|
|
|
4,295 |
|
Operating
income (loss)
|
|
46,434 |
|
|
|
(35,213 |
) |
|
|
11,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales from external customers
|
$ |
265,571 |
|
|
$ |
138,512 |
|
|
$ |
404,083 |
|
Exit,
disposal, certain severance and other charges
|
|
269 |
|
|
|
1,063 |
|
|
|
1,332 |
|
Operating
income
|
|
40,909 |
|
|
|
7,107 |
|
|
|
48,016 |
|
Total
assets as of September 30, 2009 and December 31, 2008 were, $116,514 and
$124,959 for Logistics, respectively, $136,890 and $27,379 for Corporate,
respectively, and $100,337 and $129,952 for Drivetrain,
respectively.
Note
14.
|
Exit,
Disposal, Certain Severance and Other
Charges
|
The
Company has periodically incurred certain costs associated with restructuring
and other initiatives that include consolidation of operations or facilities,
management reorganization and delayering, rationalization of certain products,
product lines and services, and asset impairments. Examples of these
costs include severance benefits for terminated employees, lease termination and
other facility exit costs, moving and relocation costs, losses on the disposal
or impairments of fixed assets, write-down of certain inventories, and certain
legal and other professional fees.
During
2008, the Company’s Drivetrain customers and the supporting supply base
experienced unprecedented distress due to the economic slowdown and adverse
changes in the North American vehicle industry. On December 9, 2008,
the Company announced the restructuring of its Drivetrain operations, including
the closure of its Springfield, Missouri automatic transmission remanufacturing
facility and the consolidation of the Springfield operations with the Drivetrain
operations in Oklahoma City, Oklahoma (the "2008 Restructuring"). The
decision to consolidate these remanufacturing plants was primarily driven by
reduced customer volumes and the need for a comprehensive restructuring of the
Drivetrain business to align its capacity with lower customer demand levels
during a prolonged economic downturn. As of June 30, 2009, all
production had been transferred from the Springfield facility to the Oklahoma
City operations.
As a
result of the 2008 Restructuring activities, during the fourth quarter of 2008,
the Company recorded $9,668 of exit, disposal, certain severance and other
charges which included:
|
(i)
|
$7,310
for the write-down of raw materials inventory due to the determination of
excess quantities of raw materials on hand as a result of the recent
decline in volume and the consolidation of facilities (classified as cost
of sales – products), including the disposal of $6,598 of
inventory;
|
|
(ii)
|
$1,896
of severance costs primarily for employees terminated as part of the
closure of the Springfield
facility;
|
|
(iii)
|
$304
of costs related to fixed asset disposals (classified as cost of sales –
products); and
|
|
(iv)
|
$158
of other plant consolidation costs.
|
During the three months
ended March 31, 2009, the Company recorded $3,167 of costs relating to the 2008
Restructuring, which included:
|
(i)
|
$2,143
of costs to transfer production lines to its Oklahoma City facility and
exit the Springfield facility, including $380 of costs classified as cost
of sales – products; and
|
|
(ii)
|
$1,024
of severance costs for employees terminated as part of the closure of the
Springfield facility.
|
During
the three months ended June 30, 2009, the Company recorded $2,127 of costs
relating to the 2008 Restructuring, which included:
|
(i)
|
$1,771
of costs to exit the Springfield facility and transfer production lines to
its Oklahoma City facility, including $566 of costs classified as cost of
sales – products; and
|
|
(ii)
|
$356
of severance costs for employees terminated as part of the closure of the
Springfield facility.
|
The
following is an analysis of the reserves related to the 2008 Restructuring,
which was essentially complete as of June 30, 2009:
|
Termination
Benefits
|
|
Exit/Other
Costs
|
|
Loss
on
Write-Down
of
Assets
|
|
Total
|
Total
amount of expense incurred to date and expected to be incurred
|
$ |
3,276 |
|
|
$ |
3,342 |
|
|
$ |
8,344 |
|
|
$ |
14,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve
as of December 31, 2008
|
$ |
1,478 |
|
|
$ |
30 |
|
|
$ |
1,016 |
|
|
$ |
2,524 |
|
Provision
|
|
1,380 |
|
|
|
3,184 |
|
|
|
730 |
|
|
|
5,294 |
|
Payments
|
|
(2,570 |
) |
|
|
(3,006 |
) |
|
|
− |
|
|
|
(5,576 |
) |
Asset
write-offs
|
|
− |
|
|
|
− |
|
|
|
(730 |
) |
|
|
(730 |
) |
Currency
translation adjustment
|
|
− |
|
|
|
− |
|
|
|
71 |
|
|
|
71 |
|
Reserve
as of September 30, 2009
|
$ |
288 |
|
|
$ |
208 |
|
|
$ |
1,087 |
|
|
$ |
1,583 |
|
The
balance in the loss on write-down of assets of $1,087 as of September 30, 2009
is included in inventory reserves.
During
the three months ended September 30, 2009, the Company recorded a net
credit of $994 related to additional restructuring activities in its
Drivetrain segment consisting of (i) income of $2,571 from an adjustment to
materials cost related to the wind-down of our relationship with a customer
(classified as cost of sales – products), (ii) $1,053 of estimated costs related
to a customer inventory reimbursement obligation negotiated during the quarter
(classified as cost of sales – products), and (iii) $524 of severance and other
costs related to additional cost reduction activities. These amounts are
not included in the table above, as these items were not related to the 2008
Restructuring.
Note
15.
|
Discontinued
Operations
|
During
2008, the Company concluded that the potential return on the investment for the
NuVinci CVP project was not sufficient to continue development
activities. As a result, the Company sold certain tangible and
intangible assets related to NuVinci to Fallbrook Technologies Inc. for a total
of $6,103. Accordingly, the Company recorded pre-tax charges of
$1,911 during 2008 related to the exit from this project, including charges of
(i) $1,020 for termination benefits, (ii) $469 for certain inventory deemed
unusable by Fallbrook, (iii) $228 primarily related to the write-off of
capitalized patent development costs, and (iv) $194 related to the disposal of
certain fixed assets.
During
2006, the Company discontinued its Independent Aftermarket
businesses. These businesses, which had incurred losses since their
beginning, remanufactured engines and distributed non-OEM branded remanufactured
engines and transmissions directly to independent transmission and general
repair shops and certain aftermarket parts retailers. The Company
received proceeds of $2,051 for the sale of the Independent Aftermarket engine
business and ceased the operations of the Independent Aftermarket transmission
business, with the exception of contractual obligations for the warranty
replacement for units sold prior to its closure.
Details
of the gain (loss) from discontinued operations are as follows:
|
For
the three months ended September 30,
|
|
For
the nine months ended September 30,
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
NuVinci:
|
|
|
|
|
|
|
|
Gain
(loss) from sale and exit
|
$ |
− |
|
$ |
13 |
|
|
$ |
− |
|
|
$ |
(1,878 |
) |
Operating
loss
|
|
− |
|
|
(17 |
) |
|
|
− |
|
|
|
(2,418 |
) |
Loss
before income taxes
|
|
− |
|
|
(4 |
) |
|
|
− |
|
|
|
(4,296 |
) |
Income
tax benefit
|
|
− |
|
|
2 |
|
|
|
− |
|
|
|
1,803 |
|
Loss
from NuVinci project, net of income taxes
|
|
− |
|
|
(2 |
) |
|
|
− |
|
|
|
(2,493 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent
Aftermarket:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
− |
|
|
− |
|
|
|
66 |
|
|
|
21 |
|
Income
tax expense
|
|
− |
|
|
− |
|
|
|
(24 |
) |
|
|
(8 |
) |
Gain
from Independent Aftermarket, net of income taxes
|
|
− |
|
|
− |
|
|
|
42 |
|
|
|
13 |
|
Gain
(loss) from discontinued operations, net of income taxes
|
$ |
− |
|
$ |
(2 |
) |
|
$ |
42 |
|
|
$ |
(2,480 |
) |
During
the nine months ended September 30, 2008, net sales from the NuVinci project
were $752.
Details
of assets and liabilities of discontinued operations are as
follows:
|
September
30, 2009
|
|
December
31, 2008
|
Assets:
|
|
|
|
NuVinci:
|
|
|
|
Accounts
receivable
|
$ |
− |
|
$ |
52 |
Total
assets of discontinued operations
|
$ |
− |
|
$ |
52 |
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
NuVinci:
|
|
|
|
|
|
Current
liabilities
|
$ |
− |
|
$ |
363 |
Independent Aftermarket:
|
|
|
|
|
|
Current
liabilities
|
|
− |
|
|
90 |
Total
liabilities of discontinued operations
|
$ |
− |
|
$ |
453 |
Note
16.
|
Earnings
Per Share
|
The
following table sets forth the computation of basic and diluted earnings per
share from continuing operations:
|
For
the three months ended September 30,
|
|
For
the nine months ended September 30,
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
Numerator:
|
|
|
|
|
|
|
|
Income
from continuing operations
|
$ |
13,435 |
|
$ |
10,164 |
|
$ |
4,021 |
|
$ |
30,209 |
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
common shares outstanding
|
|
19,691,874 |
|
|
20,757,651 |
|
|
19,622,371 |
|
|
21,200,798 |
Common
stock equivalents
|
|
227,547 |
|
|
246,236 |
|
|
140,563 |
|
|
230,273 |
Denominator
for diluted earnings per common share
|
|
19,919,421 |
|
|
21,003,887 |
|
|
19,762,934 |
|
|
21,431,071 |
|
|
|
|
|
|
|
|
|
|
|
|
Per
common share - basic
|
$ |
0.68 |
|
$ |
0.49 |
|
$ |
0.20 |
|
$ |
1.42 |
Per
common share - diluted
|
$ |
0.67 |
|
$ |
0.48 |
|
$ |
0.20 |
|
$ |
1.41 |
The
Company is subject to various evolving federal, state, local and foreign
environmental laws and regulations governing, among other things, emissions to
air, discharge to waters and the generation, handling, storage, transportation,
treatment and disposal of a variety of hazardous and non-hazardous substances
and wastes. These laws and regulations provide for substantial fines
and criminal sanctions for violations and impose liability for the costs of
cleaning up, and damages resulting from, past spills, disposals or other
releases of hazardous substances.
In
connection with the acquisition of certain subsidiaries, some of which have been
subsequently divested or relocated, the Company conducted certain investigations
of these companies' facilities and their compliance with applicable
environmental laws. The investigations, which included Phase I
assessments by independent consultants of all manufacturing and various
distribution facilities, found that a number of these facilities have had or may
have had releases of hazardous materials that may require remediation and also
may be subject to potential liabilities for contamination from off-site disposal
of substances or wastes. These assessments also found that reporting
and other regulatory requirements, including waste management procedures, were
not or may not have been satisfied. Although there can be no
assurance, the Company believes that, based in part on the investigations
conducted, in part on certain remediation completed prior to or since the
acquisitions, and in part on the indemnification provisions of the agreements
entered into in connection with the Company's acquisitions, the Company will not
incur any material liabilities relating to these matters.
In
connection with the sale of the ATC Distribution Group, a former segment of the
Company’s business that was discontinued and sold during 2000 (the "DG Sale")
and is now owned by Transtar Industries, Inc., the Company agreed to certain
matters with the buyer that could result in contingent liability to the Company
in the future. These include the Company's indemnification of the
buyer against (i) environmental liability at former ATC Distribution Group
facilities that had been closed prior to the DG Sale, including former
manufacturing facilities in Azusa, California, Mexicali, Mexico and Dayton,
Ohio, (ii) any other environmental liability of the ATC Distribution Group
relating to periods prior to the DG Sale, subject to an $850 deductible ($100 in
the case of the closed facilities) and a $12,000 cap (except with respect to
closed facilities) and (iii) any tax liability of the ATC Distribution
Group relating to periods prior to the DG Sale.
Forward-Looking
Statement Notice
Readers
are cautioned that certain statements contained in this Management’s Discussion
and Analysis of Financial Condition and Results of Operations that are not
related to historical results are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of
1995. Statements that are predictive, that depend upon or refer to
future events or conditions, or that include words such as "may," "could,"
"should," "anticipate," "believe," "estimate," "expect," "intend," "plan,"
"predict" and similar expressions and their variants, as they relate to us or
our management, may identify forward-looking statements. In addition,
any statements concerning future financial performance (including future
revenues, earnings or growth rates), ongoing business strategies or prospects,
and possible future Company actions are also forward-looking
statements.
Forward-looking
statements are based on current expectations, projections and assumptions
regarding future events that may not prove to be accurate. These
statements reflect our judgment as of the date of this Quarterly Report with
respect to future events, the outcome of which are subject to risks, which may
have a significant impact on our business, operating results or financial
condition. Readers are cautioned that these forward-looking
statements are inherently uncertain. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results or outcomes may differ materially from those described
herein. We undertake no obligation to update forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, dependence on significant customers, possible component
parts and/or core shortages, the ability to achieve and manage growth, future
indebtedness and liquidity, environmental matters, and
competition. For a discussion of these and certain other factors,
please refer to Item 1A. “Risk Factors” contained in our Annual Report
on Form 10-K for the year ended December 31, 2008. Please
also refer to our other filings with the Securities and Exchange
Commission.
Critical
Accounting Policies and Estimates
Our
financial statements are based on the selection and application of significant
accounting policies, some of which require management to make estimates and
assumptions regarding matters that are inherently uncertain. We
believe that the following are the more critical judgment areas in the
application of our accounting policies that currently affect our financial
condition and results of operations.
Allowance for Doubtful
Accounts. We maintain allowances for doubtful accounts for
estimated losses resulting from the failure of our customers to make required
payments. We evaluate the adequacy of our allowance for doubtful
accounts and make judgments and estimates in determining the appropriate
allowance at each reporting period based on historical experience, credit
evaluations, specific customer collection issues and the length of time a
receivable is past due. Since our accounts receivable are often
concentrated in a relatively few number of customers, a significant change in
the liquidity or financial position of any one of these customers could have a
material adverse effect on our financial statements. Our net
write-offs were $0.1 million for each of the years ended December 31, 2008, 2007
and 2006. For each of the nine months ended September 30, 2009 and
2008, our net write-offs were less than $0.1 million. As of September
30, 2009, we had $81.5 million of accounts receivable, net of allowance for
doubtful accounts of $0.6 million. See “Liquidity and Capital
Resources” for a discussion of our accounts receivables with two of our
customers (Chrysler and General Motors) that filed bankruptcy cases during
2009.
Inventory
Valuation. We make adjustments to write down our inventories
for estimated excess and obsolete inventory equal to the difference between the
cost of the inventory and the estimated market value based on assumptions about
market conditions, future demand and expected usage rates. Changes in economic
conditions, customer demand, product introductions or pricing changes can affect
the carrying value of our inventory. Demand for our products has fluctuated in
the past and may do so in the future, which could result in an increase in
excess quantities on hand. If actual market conditions are less
favorable than those projected by management, causing usage rates to vary from
those estimated, additional inventory write-downs may be
required. Although no assurance can be given, these write-downs would
not be expected to have a material adverse effect on our financial
statements. During 2008, as part of the restructuring and
consolidation of our Drivetrain business and changes in the economic and
financial condition of the automotive sector, we revised our estimates of net
realizable value for inventory in our Drivetrain businesses. For the
years ended December 31, 2008, 2007 and 2006, we recorded charges for
excess and obsolete inventory of approximately $10.4 million (including $7.3
million classified as exit, disposal, certain severance and other charges), $4.4
million (including $1.4 million classified as exit, disposal, certain severance
and other charges), and $1.7 million, respectively. For the nine
months ended September 30, 2009 and 2008, we recorded charges for excess
and obsolete inventory of approximately $2.9 million and $1.5 million,
respectively. As of September 30, 2009 we had inventory of $57.5
million, net of a reserve for excess and obsolete inventory of $8.3
million.
Goodwill and Indefinite Lived
Intangible Assets. Our goodwill and indefinite lived
intangible assets are tested for impairment on an annual basis unless events or
circumstances would require an immediate review. Goodwill is tested
for impairment at a level of reporting referred to as a reporting unit, which
generally is an operating segment or a component of an operating segment Certain
components of an operating segment with similar economic characteristics are
aggregated and deemed a single reporting unit. Goodwill amounts are
generally allocated to the reporting units based upon the amounts allocated at
the time of their respective acquisition, adjusted for significant transfers of
business between reporting units. The goodwill impairment test is a
two-step process which requires us to make estimates regarding the fair value of
the reporting unit. The first step of the goodwill impairment test, used to
identify potential impairment, compares the fair value of the reporting unit
with its carrying value, including goodwill. If the fair value of the
reporting unit exceeds its carrying amount, goodwill of the reporting unit is
considered not impaired, thus the second step of the impairment test is not
required. However, if the carrying amount of the reporting unit
exceeds its fair value, the second step of the goodwill impairment test is
performed to measure the amount of impairment loss (if any), which compares the
implied fair value of reporting unit goodwill with the carrying amount of that
goodwill. If the carrying amount of reporting unit goodwill exceeds
the implied fair value, an impairment loss is recognized in an amount equal to
that excess. In estimating the fair value of our reporting units, we
utilize a valuation technique based on multiples of projected cash flow, giving
consideration to unusual items, cost reduction initiatives, new business
initiatives and other factors that generally would be considered in determining
value. Impairments are recorded (i) if the fair value is less than
the carrying value or (ii) when an individual reporting unit is disposed
of. Actual results may differ from these estimates under different
assumptions or conditions. If we were to lose a key customer within a
particular operating segment or its sales were to decrease materially,
impairment adjustments that may be required could have a material adverse effect
on our financial statements.
During
the three months ended June 30, 2009, we received notice of the impending loss
of our automatic transmission remanufacturing program with Honda, a major
customer in our Drivetrain segment. The resulting reduction in
estimated future revenues for the North American Drivetrain reporting unit was
determined to be an indicator of impairment, and as such, we performed an
interim step one test for the potential impairment of the goodwill related to
this reporting unit during the quarter ended June 30, 2009. In
estimating the fair value of the North American Drivetrain reporting unit, we
used a weighted average of the income approach and the market
approach. Under the income approach, the fair value of the reporting
unit is estimated based upon the present value of expected future cash
flows. The income approach is dependent on a number of factors
including probability weighted estimates of forecasted revenue and operating
costs, capital spending, working capital requirements, discount rates and other
variables. Under the market approach, we estimated the value of the
reporting unit by comparison to a group of businesses with similar
characteristics whose securities are actively traded in the public
markets. We used peer company multiples of earnings before interest,
taxes, depreciation and amortization (“EBITDA”) and revenues to develop a
weighted average estimate of fair value for the market approach. The
resulting estimate of fair value of the reporting unit did not exceed its
carrying value, requiring us to perform a step two measurement of the impairment
loss. In step two, the implied fair value of the goodwill is
estimated by subtracting the fair value of the reporting unit’s recorded
tangible and intangible assets and unrecorded intangible assets from the fair
value of the reporting unit. The impairment loss, if any, is the
amount by which the carrying amount of the goodwill exceeds its implied fair
value. As a result of the step two valuation, we concluded that the
implied fair value of goodwill for the North American Drivetrain reporting unit
was zero, and recorded a goodwill impairment charge of $37.0 million in our
Drivetrain segment during the three months ended June 30, 2009.
Our fair
value estimate of goodwill for the North American Drivetrain reporting unit as
of June 30, 2009 was based upon level three, of the three-level hierarchy
established in fair value accounting standards, as unobservable inputs in which
there is little or no market data, which required us to develop our own
assumptions as described above.
As of
September 30, 2009, goodwill was recorded at a carrying value of approximately
$16.2 million and is entirely attributable to our Logistics
segment.
Deferred Income Taxes and Valuation
Allowances. Tax law requires items to be included in the tax
return at different times than when these items are reflected in the
consolidated financial statements. As a result, our annual tax rate
reflected in our consolidated financial statements is different than that
reported in our tax return. Some of these differences are permanent,
such as expenses that are not deductible in our tax return, and some differences
reverse over time, such as depreciation expense. These timing
differences create deferred tax assets and liabilities. Deferred tax
assets and liabilities are determined based on temporary differences between the
financial reporting and tax bases of assets and liabilities. The tax
rates used to determine deferred tax assets or liabilities are the enacted tax
rates in effect for the year in which the differences are expected to
reverse. Based on the evaluation of all available information, we
recognize future tax benefits, such as net operating loss carryforwards, to the
extent that realizing these benefits is considered more likely than
not.
We
evaluate our ability to realize the tax benefits associated with deferred tax
assets by analyzing our forecasted taxable income using both historical and
projected future operating results, the reversal of existing temporary
differences, taxable income in prior carry-back years (if permitted) and the
availability of tax planning strategies. A valuation allowance is
required to be established unless management determines that it is more likely
than not that we will ultimately realize the tax benefit associated with a
deferred tax asset. During the nine months ended September 30, 2009,
our valuation allowance decreased due to the decision to remove from gross
deferred tax assets certain state net operating loss carryforwards that had full
valuation allowances recorded against them in states where we no longer do
business, which was partially offset by recording a new valuation allowance
against certain state net operating losses in connection with the goodwill
impairment recorded in our Drivetrain segment. Our valuation allowances,
primarily related to tax benefits associated with state loss carryforwards, were
$2.7 million and $6.3 million as of September 30, 2009 and December 31, 2008,
respectively.
Warranty
Liability. We provide an allowance for the estimated cost of
product warranties at the time revenue is recognized. While we engage
in extensive product quality programs and processes, including inspection and
testing at various stages of the remanufacturing process and the testing of each
finished assembly on equipment designed to simulate performance under operating
conditions, our warranty obligation is affected by the number of products sold,
historical and anticipated rates of warranty claims and costs per unit and
actual product failure rates. Additionally, we participate in the
tear-down and analysis of returned products with certain of our customers to
assess responsibility for product failures. For the years ended
December 31, 2008, 2007 and 2006, we (i) recorded charges for estimated warranty
costs for sales made in the respective year of approximately $1.0 million, $1.6
million and $1.3 million, respectively, and (ii) paid and/or settled warranty
claims of approximately $0.7 million, $0.8 million and $1.3 million,
respectively. For the nine months ended September 30, 2009 and 2008,
we (i) recorded charges for estimated warranty costs of approximately $0.5
million and $0.8 million, respectively, and (ii) paid and/or settled warranty
claims of approximately $0.6 million and $0.5 million, respectively. Should
actual product failure rates differ from our estimates, revisions to the
estimated warranty liability may be required. Although no assurance
can be given, these revisions are not expected to have a material adverse effect
on our financial statements.
Accounting
for Stock-Based Awards. Our stock option valuations are
estimated by using the Black-Scholes option pricing model, and restricted stock
awards are measured at the market value of our common stock on the date of
issuance. Our Black-Scholes option pricing model assumes no dividends
and includes assumptions for (i) expected volatility based on the historical
volatility of our stock over a term equal to the expected term of the option
granted, (ii) risk-free interest rates based on the implied yield on a U.S.
Treasury constant maturity with a remaining term equal to the expected term of
the option granted, and (iii) expected term which represents the period of time
that a stock option award is expected to be outstanding before being exercised
or cancelled. During the nine months ended September 30, 2009, we
awarded an aggregate of 297,623 stock options and 135,049 shares of restricted
stock to non-employee directors, executive officers and certain
employees. Total estimated compensation expense of $3.3 million
related to awards granted during the first nine months of 2009 is being
amortized over the requisite service period. For
all stock-based awards outstanding as of September 30, 2009, an estimated $4.0
million of unrecognized pre-tax compensation is expected to be charged to
expense over the remaining vesting period of the awards, approximating
a weighted-average period of 1.4 years.
Results
of Operations for the Three-Month Period Ended September 30, 2009 Compared to
the Three-Month Period Ended September 30, 2008.
Income
from continuing operations increased $3.2 million, or 31.4% to $13.4 million for
the three months ended September 30, 2009 from $10.2 million for the three
months ended September 30, 2008. Income from continuing operations
per diluted share was $0.67 for the three months ended September 30, 2009 and
$0.48 per diluted share for the three months ended September 30,
2008. Our results for 2009 included a net credit of $0.6 million (net
of tax) of exit, disposal, certain severance and other charges (credits) in the
Drivetrain segment. Our results for 2008 included exit, disposal, certain
severance and other charges of $0.1 million (net of tax). Excluding
the net credit and charges, income from continuing operations increased
primarily as a result of:
|
·
|
benefits
from our on-going lean and continuous improvement program and other cost
reduction initiatives;
|
|
·
|
the
contribution from new program wins in our Logistics segment;
and
|
|
·
|
a
favorable mix of services, including increased sales related to a customer
product launch and special projects completed during the third quarter of
2009 in our Logistics segment;
|
partially
offset by:
|
·
|
reduced
demand for remanufactured transmissions due to a variety of factors
including (i) a reduction in the size of in-warranty vehicle fleets for
Honda and Ford due to declining new car sales, (ii) improved quality of
new OEM transmissions, and (iii) macro-economic factors believed to have
resulted in a reduction in the number of miles driven and the deferral of
repairs;
|
|
·
|
lower
sales to TomTom in 2009 following the ramp-up of new service offerings and
an increase in inventory in their distribution channels in 2008;
and
|
|
·
|
scheduled
price concessions to certain customers, primarily in our Logistics
segment, granted in connection with previous contract
renewals.
|
Net
Sales
Net sales
decreased $11.2 million, or 8.1%, to $127.7 million for the three months ended
September 30, 2009 from $138.9 million for the three months ended September 30,
2008. This decrease was primarily due to:
|
·
|
lower
sales to TomTom in 2009 following the ramp-up of new service offerings and
an increase in inventory in their distribution channels in
2008;
|
|
·
|
reduced
demand for remanufactured transmissions due to a variety of factors
including (i) a reduction in the size of in-warranty vehicle fleets for
Honda and Ford due to declining new car sales, (ii) improved quality of
new OEM transmissions, and (iii) macro-economic factors believed to have
resulted in a reduction in the number of miles driven and the deferral of
repairs; and
|
|
·
|
scheduled
price concessions to certain customers, primarily in our Logistics
segment, granted in connection with previous contract
renewals;
|
partially
offset by:
|
·
|
increased
sales from new program wins in our Logistics segment;
|
|
·
|
increased
sales related to a customer product launch and special projects completed
during the third quarter of 2009 in our Logistics segment;
and
|
|
·
|
revenues
related to the beginning of the launch of remanufactured engines for
Chrysler.
|
Of our
net sales for the three months ended September 30, 2009 and 2008, AT&T
accounted for 49.0% and 45.7%, Ford accounted for 10.8% and 11.1%, TomTom
accounted for 8.3% and 13.9%, and Honda accounted for 7.7% and 9.4%,
respectively.
Gross
Profit
Gross
profit increased $2.7 million, or 8.6%, to $34.0 million for the three months
ended September 30, 2009 from $31.3 million for the three months ended September
30, 2008. Additionally, gross profit as a percentage of net sales increased to
26.6% for the three months ended September 30, 2009 from 22.6% for the three
months ended September 30, 2008. The increase was primarily due to
benefits from our on-going lean and continuous improvement program and other
cost reduction initiatives, and the factors described above under “Net
Sales.”
Selling,
General and Administrative Expense
Selling,
general and administrative (“SG&A”) expense decreased $3.5 million, or
22.7%, to $11.9 million for the three months ended September 30, 2009 from $15.4
million for the three months ended September 30, 2008. The decrease
was primarily the result of benefits from our on-going lean and continuous
improvement program and other cost reduction initiatives, and lower expense
related to our incentive compensation programs. As a percentage of
net sales, SG&A expense decreased to 9.3% for the three months ended
September 30, 2009 from 11.1% for the three months ended September 30,
2008.
Exit,
Disposal, Certain Severance and Other Charges (Credits)
During the three months
ended September 30, 2009, we recorded a net credit of $1.0 million ($0.6 million
net of tax) related to the Drivetrain segment, which included: (i) income of
$2.6 million ($1.6 million net of tax) from an adjustment to materials cost
related to the wind-down of our relationship with a customer (classified as cost
of sales – products), (ii) $1.1 million ($0.7 million net of tax) of estimated
costs related to a customer inventory reimbursement obligation negotiated during
the quarter (classified as cost of sales – products), and (iii) $0.5 million
($0.3 million net of tax) of severance and other costs related to additional
cost reduction activities.
During
the three months ended September 30, 2008, we recorded exit, disposal, certain
severance and other charges consisting of termination benefits related to
specific cost reduction activities of $0.2 million.
As an
on-going part of our planning process, we continue to identify and evaluate
areas where cost efficiencies can be achieved through consolidation of redundant
facilities, outsourcing functions or changing processes or
systems. Implementation of any of these could require us to incur
additional exit, disposal, certain severance and other charges, which would be
offset over time by the projected cost savings.
Operating
Income
Operating
income increased $5.8 million, or 36.9%, to $21.5 million for the three months
ended September 30, 2009 from $15.7 million for the three months ended September
30, 2008. This increase was primarily the result of the factors
described above under “Selling, General and Administrative Expense,” “Gross
Profit” and “Exit, Disposal, Certain Severance and Other Charges
(Credits).”
Income
Tax Expense
Income
tax expense as a percentage of income from continuing operations increased to
37.1% for the three months ended September 30, 2009, from 35.2% for the three
months ended September 30, 2008. This increase was primarily due to a
provision-to-return adjustment related to the filing of our 2007 tax returns,
which reduced our income tax expense in 2008.
Reportable
Segments
Logistics
Segment
The
following table presents net sales and segment profit expressed in millions of
dollars and as a percentage of net sales:
|
For
the Three Months Ended September 30,
|
|
2009
|
|
2008
|
Net
sales
|
$ |
89.7 |
|
100.0 |
% |
|
$ |
94.3 |
|
100.0 |
% |
Segment
profit
|
$ |
17.3 |
|
19.3 |
% |
|
$ |
14.2 |
|
15.1 |
% |
Net Sales. Net
sales decreased $4.6 million, or 4.9%, to $89.7 million for the three months
ended September 30, 2009 from $94.3 million for the three months ended
September 30, 2008. This decrease was primarily related
to:
|
·
|
lower
sales to TomTom in 2009 following the ramp-up of new service offerings and
an increase in inventory in their distribution channels in 2008;
and
|
|
·
|
scheduled
price concessions granted to certain customers in connection with previous
contract renewals;
|
partially
offset by increased sales related to new program wins, a customer product launch
and special projects completed during the third quarter of 2009.
Of our
segment net sales for the three months ended September 30, 2009 and 2008,
AT&T accounted for 69.8% and 67.3% and TomTom accounted for 11.8% and 20.5%,
respectively.
Segment
Profit. Segment profit increased $3.1 million, or 21.8%,
to $17.3 million (19.3% of segment net sales) for the three months ended
September 30, 2009 from $14.2 million (15.1% of segment net sales) for the
three months ended September 30, 2008. The increase was primarily the
result of benefits from our on-going lean and continuous improvement program and
other cost reduction initiatives, the contribution from new program wins, a
favorable mix in services, and the factors described above under “Net
Sales.”
Drivetrain
Segment
The
following table presents net sales and segment profit expressed in millions of
dollars and as a percentage of net sales:
|
For
the Three Months Ended September 30,
|
|
2009
|
|
2008
|
Net
sales
|
$ |
38.0 |
|
|
100.0 |
% |
|
$ |
44.6 |
|
100.0 |
% |
Exit,
disposal, certain severance and other charges (credits)
|
$ |
(1.0 |
) |
|
(2.6 |
)% |
|
$ |
0.2 |
|
0.5 |
% |
Segment
profit
|
$ |
4.2 |
|
|
11.1 |
% |
|
$ |
1.5 |
|
3.4 |
% |
Net Sales. Net
sales decreased $6.6 million, or 14.8%, to $38.0 million for the three
months ended September 30, 2009 from $44.6 million for the three months
ended September 30, 2008. The decrease was primarily due to reduced
demand for remanufactured transmissions due to a variety of factors including
(i) a reduction in the size of in-warranty vehicle fleets for Honda and Ford due
to declining new car sales, (ii) improved quality of new OEM transmissions, and
(iii) macro-economic factors believed to have resulted in a reduction in the
number of miles driven and the deferral of repairs. This decrease in
sales was partially offset by revenues related to the beginning of the launch of
remanufactured engines for Chrysler.
Of our
segment net sales for the three months ended September 30, 2009 and 2008, Ford
accounted for 36.3% and 34.7% and Honda accounted for 25.9% and 29.2%,
respectively.
Exit,
Disposal, Certain Severance and Other Charges
(Credits). During the three months ended September 30, 2009,
we recorded a net credit of $1.0 million related to the Drivetrain segment,
which included: (i) income of $2.6 million from an adjustment to materials cost
related to the wind down of our relationship with a customer; (ii) $1.1 million
of estimated costs related to a customer inventory reimbursement obligation
negotiated during the quarter; and (iii) $0.5 million of severance and other
costs related to additional cost reduction
activities.
During
the three months ended September 30, 2008, we recorded severance costs related
to certain cost reduction activities of $0.2 million.
Segment
Profit. Segment profit increased $2.7 million, or 180.0%, to
$4.2 million (11.1% segment net sales) for the three months ended September 30,
2009 from $1.5 million (3.4% segment net sales) for the three months ended
September 30, 2008. This increase was primarily the result of (i) the
benefits from the facility consolidation and other restructuring activities, and
(ii) the factors described above under “Exit, Disposal, Certain Severance and
Other Charges (Credits).” With our automatic transmission
remanufacturing program with Honda expected to be substantially completed during
the fourth quarter of 2009, we are now expecting segment profit to be
approximately break-even for the last three months of 2009.
Results
of Operations for the Nine-Month Period Ended September 30, 2009 Compared to the
Nine-Month Period Ended September 30, 2008.
During
the second quarter of 2009, we received notice of the impending loss of our
automatic transmission remanufacturing program with Honda, a major customer in
our Drivetrain segment. This change in our North American Drivetrain
business triggered an interim test for the potential impairment of goodwill
related to our Drivetrain business. As a result, we concluded that
the fair value of our North American Drivetrain reporting unit no longer
supported the assigned goodwill and recorded a goodwill impairment charge during
the second quarter of 2009 of $37.0 million ($26.0 million net of
tax).
Income
from continuing operations decreased $26.2 million, or 86.8%, to $4.0 million
for the nine months ended September 30, 2009 from $30.2 million for the nine
months ended September 30, 2008. Income from continuing operations
per diluted share was $0.20 for the nine months ended September 30, 2009 and
$1.41 for the nine months ended September 30, 2008. Our results for
2009 included (i) the goodwill impairment charge of $26.0 million (net of tax)
in our Drivetrain segment, and (ii) net exit, disposal, certain severance and
other charges of $2.7 million (net of tax) in the Drivetrain
segment. Our results for 2008 included exit, disposal, certain
severance and other charges of $0.8 million (net of tax). Excluding
these charges, income from continuing operations increased primarily as a result
of:
|
·
|
benefits
from our on-going lean and continuous improvement program and other cost
reduction initiatives;
|
|
·
|
a
favorable mix of services, including increased sales related to a customer
product launch and special projects completed during the third quarter of
2009 in our Logistics segment; and
|
|
·
|
the contribution
from new program wins in our Logistics
segment;
|
partially
offset by:
|
·
|
reduced
demand for remanufactured transmissions due to a variety of factors
including (i) a reduction in the size of in-warranty vehicle fleets for
Honda and Ford due to declining new car sales, (ii) improved quality of
new OEM transmissions, and (iii) macro-economic factors believed to have
resulted in a reduction in the number of miles driven and the deferral of
repairs;
|
|
·
|
lower
sales to TomTom in 2009, due to comparative changes in the level of retail
inventories and to the launch and ramp-up of new services in
2008;
|
|
·
|
nominal
sales in 2009 for two Logistics segment programs that were substantially
completed in 2008; and
|
|
·
|
scheduled
price concessions to certain customers, primarily in our Logistics
segment, granted in connection with previous contract
renewals.
|
Net
Sales
Net sales
decreased $44.4 million, or 11.0%, to $359.7 million for the nine months ended
September 30, 2009 from $404.1 million for the nine months ended September 30,
2008. This decrease was primarily due to:
|
·
|
lower
sales to TomTom in 2009, due to comparative changes in the level of retail
inventories and to the launch and ramp-up of new services in
2008;
|
|
·
|
reduced
demand for remanufactured transmissions due to a variety of factors
including (i) a reduction in the size of in-warranty vehicle fleets for
Honda and Ford due to declining new car sales, (ii) improved quality of
new OEM transmissions, and (iii) macro-economic factors believed to have
resulted in a reduction in the number of miles driven and the deferral of
repairs;
|
|
·
|
nominal
sales in 2009 for two Logistics segment programs that were substantially
completed in 2008; and
|
|
·
|
scheduled
price concessions to certain customers, primarily in our Logistics
segment, granted in connection with previous contract
renewals;
|
partially
offset by:
|
·
|
increased sales from
new program wins in our Logistics segment;
|
|
·
|
increased
sales related to a customer product launch and special projects completed
during the third quarter of 2009 in our Logistics segment;
and
|
|
·
|
revenues
related to the beginning of the launch of remanufactured engines for
Chrysler.
|
Of our
net sales for the nine months ended September 30, 2009 and 2008, AT&T
accounted for 50.3% and 41.6%, Ford accounted for 10.6% and 11.4%, Honda
accounted for 8.2% and 9.5%, and TomTom accounted for 7.9% and 13.8%,
respectively.
Gross
Profit
Gross
profit decreased $2.5 million, or 2.7%, to $90.2 million for the nine months
ended September 30, 2009 from $92.7 million for the nine months ended September
30, 2008. The decrease was primarily the result of the factors
described above under “Net Sales,” partially offset by benefits from our
on-going lean and continuous improvement program and other cost reduction
initiatives. As a percentage of net sales, gross profit increased to
25.1% for 2009 from 22.9% for 2008.
Selling,
General and Administrative Expense
SG&A
expense decreased $6.1 million, or 14.1%, to $37.1 million for the nine months
ended September 30, 2009 from $43.2 million for the nine months ended September
30, 2008. The decrease was primarily the result of the benefits from
our on-going lean and continuous improvement program and other cost reduction
initiatives, and lower expense related to our incentive compensation
programs. As a percentage of net sales, SG&A expense decreased to
10.3% for the nine months ended September 30, 2009 from 10.7% for the nine
months ended September 30, 2008.
Impairment of
Goodwill.
During
the second quarter of 2009, we received notice of the impending loss of our
automatic transmission remanufacturing program with Honda, a major customer in
our Drivetrain segment. This change in our North American Drivetrain
business triggered an interim test for the potential impairment of goodwill
related to our Drivetrain business. As a result, we concluded that
the fair value of our North American Drivetrain reporting unit no longer
supported the assigned goodwill and recorded a goodwill impairment charge during
the second quarter of 2009 of $37.0 million ($26.0 million net of
tax). There were no similar costs recorded during the nine months
ended September 30, 2008.
Exit,
Disposal, Certain Severance and Other Charges
During 2008, our
Drivetrain customers and the supporting supply base experienced unprecedented
distress due to the economic slowdown and adverse changes in the North American
vehicle industry. As a result, during 2008 we began to take actions
to restructure our Drivetrain operations, including the closure and
consolidation of our Springfield, Missouri automatic transmission
remanufacturing operations into our Drivetrain operations located in Oklahoma
City, Oklahoma. In connection with this restructuring, we recorded
pre-tax charges of $5.3 million ($3.3 million net of tax) during 2009,
consisting of (i) $3.9 million ($2.4 million net of tax) of costs to transfer
production from the Springfield facility to the Oklahoma City facility and other
facility exit costs (including $0.9 million of costs classified as cost of sales
– products) and (ii) $1.4 million ($0.9 million net of tax) of severance and
related costs for employees terminated as part of the closure of the Springfield
facility. This consolidation and restructuring, which is expected to
result in pre-tax annual cost savings of $6 million, is essentially complete and
we do not expect to incur any significant additional charges over the remainder
of 2009.
In addition, during the
three months ended September 30, 2009, we recorded a net credit of $1.0 million
($0.6 million net of tax) related to the Drivetrain segment, which included: (i)
income of $2.6 million ($1.6 million net of tax) from an adjustment to materials
cost related to the wind-down of our relationship with a customer
(classified as cost of sales – products), (ii) $1.1 million ($0.7 million net of
tax) of estimated costs related to a customer inventory reimbursement obligation
negotiated during the quarter (classified as cost of sales – products), and
(iii) $0.5 million ($0.3 million net of tax) of severance and other costs
related to additional cost reduction
activities.
During
the nine months ended September 30, 2008, we recorded $1.3 million ($0.8 million
net of tax) of exit, disposal, certain severance and other charges, which
included (i) $1.1 million ($0.7 million net of tax) of severance and other costs
primarily related to certain cost reduction activities and (ii) $0.2 million
($0.1 million net of tax) of certain legal and other professional fees unrelated
to our ongoing operations.
As an
on-going part of our planning process, we continue to identify and evaluate
areas where cost efficiencies can be achieved through consolidation of redundant
facilities, outsourcing functions or changing processes or
systems. Implementation of any of these could require us to incur
additional exit, disposal, certain severance and other charges, which would be
offset over time by the projected cost savings.
Operating
Income
Operating
income decreased $36.8 million, or 76.7%, to $11.2 million for the nine months
ended September 30, 2009 from $48.0 million for the nine months ended September
30, 2008. This decrease was primarily due to the $37.0 million
goodwill impairment charge recorded in 2009 coupled with the factors described
above under “Exit, Disposal, Certain Severance and Other Charges.”
Interest
Income
Interest
income decreased to $0.2 million for the nine months ended September 30,
2009 from $0.5 million for the nine months ended September 30,
2008. This decrease was primarily attributable to lower interest
rates in 2009 as compared to 2008.
Interest
Expense
Interest
expense increased to $0.9 million for the nine months ended September 30,
2009 from $0.5 million for the nine months ended September 30,
2008. This increase was primarily due to the $70.0 million borrowing
we made under our credit facility during 2009 to increase our cash position and
preserve our financial flexibility in light of uncertainty in the capital
markets.
Income
Tax Expense
During
the nine months ended September 30, 2009, we reported net income tax expense of
$6.6 million on our pre-tax income from continuing operations of $10.6 million.
This net tax expense includes a benefit of $11.0 million related to the goodwill
impairment charge of $37.0 million recorded during the nine months ended
September 30, 2009. The normalized effective income tax rate
(excluding the impact of the goodwill impairment charge) for the nine months
ended September 30, 2009 was approximately 37.0%, as compared to 37.3% for
2008. This decrease was primarily due to the change in mix of our
taxable income by state.
Discontinued
Operations
During
2008 we recorded after-tax losses from discontinued operations of $2.5
million.
During
the three months ended March 31, 2008, we concluded that the potential return on
the investment for our NuVinci CVP project was not sufficient to continue
development activities. As a result, we sold certain tangible and
intangible assets related to the NuVinci project to Fallbrook Technologies Inc.
for a total of $6.1 million. The after-tax loss of $2.5 million for
2008 is primarily related to our discontinued NuVinci CVP project. On
a pre-tax basis, the loss of $4.3 million included $2.4 million of operating
losses from NuVinci and a charge of $1.9 million related to the exit from this
project, which consisted of charges of (i) $1.0 million for termination
benefits, (ii) $0.5 million for certain inventory deemed unusable by Fallbrook,
(iii) $0.2 million primarily related to the write-off of capitalized patent
development costs, and (iv) $0.2 million related to the disposal of certain
fixed assets. There were no similar costs recorded in
2009.
See Note
15. “Discontinued Operations.”
Reportable
Segments
Logistics
Segment
The
following table presents net sales and segment profit expressed in millions of
dollars and as a percentage of net sales:
|
For
the Nine Months Ended September 30,
|
|
2009
|
|
2008
|
Net
sales
|
$ |
251.9 |
|
100.0 |
% |
|
$ |
265.6 |
|
100.0 |
% |
Segment
profit
|
$ |
46.4 |
|
18.4 |
% |
|
$ |
40.9 |
|
15.4 |
% |
Net Sales. Net
sales decreased $13.7 million, or 5.2%, to $251.9 million for the nine
months ended September 30, 2009 from $265.6 million for the nine months
ended September 30, 2008. This decrease was primarily related
to:
|
·
|
lower
sales to TomTom in 2009, due to comparative changes in the level of retail
inventories and to the launch and ramp-up of new services in
2008;
|
|
·
|
nominal
sales in 2009 for two programs that were substantially completed in 2008;
and
|
|
·
|
scheduled
price concessions granted to certain customers in connection with previous
contract renewals;
|
partially
offset by increased sales related to new program wins, a customer product launch
and special projects completed during the third quarter of 2009.
Of our
segment net sales for the nine months ended September 30, 2009 and 2008,
AT&T accounted for 71.8% and 63.3% and TomTom accounted for 11.2% and 20.9%,
respectively.
Segment
Profit. Segment profit increased $5.5 million, or 13.4%,
to $46.4 million (18.4% of segment net sales) for the nine months ended
September 30, 2009 from $40.9 million (15.4% of segment net sales) for the
nine months ended September 30, 2008. The increase was primarily the
result of benefits from our on-going lean and continuous improvement program and
other cost reduction initiatives, the contribution from new program wins, a
favorable mix in services, and the factors described above under “Net
Sales.”
Exit, Disposal, Certain Severance
and Other Charges. During the nine months ended September 30,
2008, we recorded $0.2 million of these costs for severance related to specific
cost reduction activities and the reorganization of certain functions within the
segment’s information technology group. There were no similar costs
recorded in 2009.
Drivetrain
Segment
The
following table presents net sales and segment profit (loss) expressed in
millions of dollars and as a percentage of net sales:
|
For
the Nine Months Ended September 30,
|
|
2009
|
|
2008
|
Net
sales
|
$ |
107.8 |
|
|
100.0 |
% |
|
$ |
138.5 |
|
100.0 |
% |
Impairment
of goodwill
|
$ |
37.0 |
|
|
34.3 |
% |
|
$ |
− |
|
− |
|
Exit,
disposal, certain severance and other charges
|
$ |
4.3 |
|
|
4.0 |
% |
|
$ |
1.1 |
|
0.8 |
% |
Segment
profit (loss)
|
$ |
(35.2 |
) |
|
− |
|
|
$ |
7.1 |
|
5.1 |
% |
Net Sales. Net
sales decreased $30.7 million, or 22.2%, to $107.8 million for the nine
months ended September 30, 2009 from $138.5 million for the nine months
ended September 30, 2008. The decrease was primarily due to reduced
demand for remanufactured transmissions due to a variety of factors including
(i) a reduction in the size of in-warranty vehicle fleets for Honda and Ford due
to declining new car sales, (ii) improved quality of new OEM transmissions, and
(iii) macro-economic factors believed to have resulted in a reduction in the
number of miles driven and the deferral of repairs. This decrease in
sales was partially offset by revenues related to the beginning of the launch of
remanufactured engines for Chrysler.
Of our
segment net sales for the nine months ended September 30, 2009 and 2008, Ford
accounted for 35.3% and 33.3% and Honda accounted for 27.5% and 27.9%,
respectively.
Impairment of
Goodwill. During the second quarter of 2009, we received
notice of the impending loss of our automatic transmission remanufacturing
program with Honda, a major customer in our Drivetrain segment. This
change in our North American Drivetrain business triggered an interim test for
the potential impairment of goodwill related to our Drivetrain
business. As a result, we concluded that the fair value of our North
American Drivetrain reporting unit no longer supported the assigned goodwill and
recorded a goodwill impairment charge during the second quarter of 2009 of $37.0
million ($26.0 million net of tax). There were no similar costs recorded during
the nine months ended September 30, 2008.
Exit,
Disposal, Certain Severance and Other Charges. During the nine months
ended September 30, 2009, we recorded $4.3 million of these costs, consisting of
(i) $5.3 million of facility consolidation costs including (a) $3.9 million to
transfer production from Springfield to Oklahoma City and other facility exit
costs and (b) $1.4 million of severance and related costs for employees
terminated as part of the closure of the Springfield facility, and (ii) a net
credit of $1.0 million, including (x) income of $2.6 million from an adjustment
to materials cost related to the wind down of our relationship with a customer,
(y) $1.1 million of estimated costs related to a customer inventory
reimbursement obligation negotiated during the third quarter, and (z) $0.5
million of severance and other costs related to additional cost reduction
activities.
During
the nine months ended September 30, 2008, we recorded $1.1 million of these
costs, consisting of (i) 0.9 million of severance primarily related to cost
reduction activities and (ii) $0.2 million of certain legal and other
professional fees unrelated to ongoing operating activities of the
segment.
Segment
Profit (Loss). Segment profit (loss) decreased to a loss of
$35.2 million for the nine months ended September 30, 2009 from a profit of
$7.1 million (5.1% of segment net sales) for the nine months ended
September 30, 2008. This decrease was primarily the result of the
costs described above under “Impairment of Goodwill” and “Exit, Disposal,
Certain Severance and Other Charges,” and to a lesser extent reduced volumes as
described above under “Net Sales.” With our automatic transmission
remanufacturing program with Honda expected to be substantially completed during
the fourth quarter of 2009, we are now expecting segment profit to be
approximately break-even for the last three months of 2009.
Liquidity
and Capital Resources
|
We had
total cash and cash equivalents on hand of $129.7 million at September 30, 2009.
Net cash provided by operating activities from continuing operations was $46.2
million for the nine-month period then ended. During the period, we
generated $1.8 million of cash from our working capital accounts which
included:
|
·
|
$6.3
million from reduced inventories primarily related to a reduction in
inventory in the Logistics segment;
|
|
·
|
$2.8
million from prepaid and other assets;
and
|
|
·
|
$1.2
million from accounts payable and accrued
expenses;
|
partially
offset by,
|
·
|
$8.5
million for accounts receivable primarily as the result of the timing of
payments from certain Drivetrain
customers.
|
Net cash
used in investing activities from continuing operations was $5.2 million for the
period primarily for capital spending related to machinery and equipment for new
business initiatives and capacity maintenance. Net cash provided by
financing activities of $71.5 million was primarily related to the $70.0 million
borrowing made under our credit facility to increase our cash position and
preserve our financial flexibility in light of uncertainty in the capital
markets and $2.0 million of cash proceeds from the exercise of stock options,
partially offset by $0.5 million for treasury stock repurchases of our common
stock.
For 2009,
we estimate $8-$9 million for capital expenditures, consisting of approximately
$4-$5 million in support of new business and capacity expansion initiatives in
both our Logistics and Drivetrain segments and approximately $4 million in
support of maintenance and cost reduction initiatives.
Our
credit agreement provides for a $150.0 million revolving credit facility
available through March 2011. The agreement also provides for the
ability to increase the facility by up to $75.0 million in the aggregate,
subject to certain conditions (including the receipt from one or more lenders of
the additional commitments that may be requested) and achievement of certain
financial ratios. Amounts advanced under the credit facility are
guaranteed by all of our domestic subsidiaries and secured by substantially all
of our assets and the assets of our domestic subsidiaries.
At our
election, amounts advanced under the revolving credit facility will bear
interest at either (i) the Base Rate plus a specified margin or (ii) the
Eurocurrency Rate plus a specified margin. The Base Rate is equal to
the higher of (a) the lender’s prime rate or (b) the federal funds rate
plus 0.50%. The applicable margins for both Base Rate and Eurodollar
Rate loans are subject to quarterly adjustments based on our leverage ratio as
of the end of the four fiscal quarters then completed.
We were
in compliance with all the credit facility’s covenants as of September 30,
2009.
Our cash
position and expected free cash flow for 2009 are expected to provide adequate
resources to satisfy foreseeable business obligations. However, on
February 10, 2009, we borrowed $70.0 million under our credit facility in order
to increase our cash position and preserve our financial flexibility in light of
uncertainty in the capital markets. The proceeds are being held in
high-quality, low-risk investments and are not expected to be used in the near
term. Given our current cash position and the strength of our
business, we expect to repay the borrowing by the end of 2009.
As of
September 30, 2009, our liquidity includes (i) borrowing capacity under the
credit facility of $78.7 million, net of $1.3 million for outstanding letters of
credit and (ii) $129.7 million of cash on hand.
Two of
our customers (Chrysler and General Motors) filed for bankruptcy protection
under U.S. bankruptcy laws during the three months ended June 30,
2009. As of September 30, 2009, we had received substantially all the
pre-bankruptcy net amounts owed to us from Chrysler and GM.
Having
considered these and other matters, we believe that cash on hand, cash flow from
operations and existing borrowing capacity will be sufficient to fund ongoing
operations and budgeted capital expenditures. In pursuing future
acquisitions, we will continue to consider the effect any such acquisition costs
may have on liquidity. In order to consummate such acquisitions, we
may need to seek funds through additional borrowings or equity
financing.
Derivative Financial
Instruments. We do not hold or issue derivative financial
instruments for trading purposes. We have used derivative financial
instruments to manage our exposure to fluctuations in interest
rates. Neither the aggregate value of these derivative financial
instruments nor the market risk posed by them has been material to our
business. As of September 30, 2009, we were not using any derivative
financial instruments.
Interest Rate
Exposure. Based on our overall interest rate exposure during
the nine months ended September 30, 2009 and assuming similar interest rate
volatility in the future, a near-term (12 months) change in interest rates
would not materially affect our consolidated financial position, results of
operation or cash flows. As of September 30, 2009, interest rate
movements of 100 basis points would result in an approximate $0.4 million
increase or decrease to our consolidated net income over a one-year
period.
Foreign Exchange
Exposure. Our revenue, expense and capital purchasing
activities are primarily transacted in U.S. dollars. We have one
foreign operation that exposes us to translation risk when the local currency
financial statements are translated to U.S. dollars. Since changes in
translation risk are reported as adjustments to stockholders' equity, a 10%
change in the foreign exchange rate would not have a material effect on our
financial position, results of operation or cash flows. For the nine
months ended September 30, 2009, a 10% change in the foreign exchange rate would
have increased or decreased our consolidated net income by approximately
$62,000.
Our
management, including Chief Executive Officer Todd R. Peters, and Chief
Financial Officer Ashoka Achuthan, have evaluated the effectiveness of the
design and operation of our disclosure controls and procedures as of the
end of the quarter covered by this report. Under rules promulgated by
the Securities and Exchange Commission, disclosure controls and procedures are
defined as those "controls or other procedures of an issuer that are designed to
ensure that information required to be disclosed by the issuer in the reports
filed or submitted by it under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms." Based on the evaluation of our disclosure controls
and procedures, management determined that such controls and procedures were
effective as of September 30, 2009, the date of the conclusion of the
evaluation.
Further,
there were no significant changes in the internal controls or in other factors
that could significantly affect these controls after September 30, 2009, the
date of the conclusion of the evaluation of disclosure controls and
procedures.
There
were no changes in our internal control over financial reporting during the
third quarter of 2009 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
ATC
TECHNOLOGY CORPORATION
Part
II. Other Information
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
During
the three months ended September 30, 2009, certain employees delivered to us
3,465 shares of our outstanding common stock in payment of $52,218 of minimum
withholding tax obligations arising from the vesting of restricted stock
previously awarded under our stock incentive plans. Per the stock
incentive plans, the shares delivered to us were valued at an average price of
$15.07 per share, the average closing price of our common stock on the vesting
dates of the restricted stock.
Following
is a summary of treasury stock acquisitions made during the three-month period
ended September 30, 2009:
|
|
Total
number of Shares Purchased
|
|
Average
Price Paid per Share
|
|
Total
Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
|
|
Maximum
Number (or Approximate Dollar Value) of Shares that May Yet Be
Purchased Under the Plan(1)
|
July
1-31, 2009
|
|
2,786 |
|
$ |
13.83 |
|
2,786 |
|
– |
August
1-31, 2009
|
|
– |
|
$ |
– |
|
– |
|
– |
September
1-30, 2009
|
|
679 |
|
$ |
20.16 |
|
679 |
|
– |
(1) Excludes
amounts that could be used to repurchase shares acquired under our stock
incentive plans to satisfy withholding
tax obligations of employees and non-employee directors upon the vesting of
restricted stock.
As a
holding company with no independent operations, our ability to pay cash
dividends is dependent upon the receipt of dividends or other payments from our
subsidiaries. In addition, the agreement for our bank credit facility
contains certain covenants that, among other things, place significant
limitations on the payment of dividends.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
ATC
TECHNOLOGY CORPORATION
|
|
|
|
|
Date: October 27, 2009
|
/s/
Ashoka Achuthan
|
|
Ashoka
Achuthan, Vice President and Chief Financial
Officer
|
·
|
Ashoka
Achuthan is signing in the dual capacities as i) the principal
financial officer, and ii) a duly authorized officer of the
company.
|