8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 12, 2006

AFTERMARKET TECHNOLOGY CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-21803	95-4486486
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1400 Opus Place, Suite 600, Downers Grove, Illinois	60515
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (630) 271-8100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Forward-Looking Statement Notice

This Current Report on Form 8-K contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) and information relating to us that are based on the current beliefs of our management as well as assumptions made by and information currently available to management, including those related to the markets for our products, general trends in our operations or financial results, plans, expectations, estimates and beliefs. These statements reflect our judgment as of the date of this Current Report with respect to future events, the outcome of which is 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 vary materially from those described herein. We undertake no obligation to update forward-looking statements. The factors that could cause actual results to differ are discussed in our Annual Report on Form 10-K for the year ended December 31, 2005 and our other filings made with the SEC.

Item 2.02.    Results of Operations and Financial Condition.

At the Morgan Stanley Global Automotive Conference on April 12, 2006, Aftermarket Technology Corp. (“ATC”) will make a presentation that includes, among other things, the following information for the quarter ended March 31, 2006:

· estimated net sales of $113.0 - $116.0 million;

· estimated income from continuing operations of $5.1 - $5.5 million; and

· estimated earnings from continuing operations per diluted share of $0.23 - $0.25.

Item 7.01.     Regulation FD Disclosure.

At the conference, ATC also will reaffirm the following projections for the year ending December 31, 2006:

· projected net sales of $440.0 - $465.0 million;

· projected income from continuing operations of $32.7 - $34.9 million; and

· projected earnings from continuing operations per diluted share of $1.50 - $1.60.

ATC will also project that its net debt (the summation of amounts (i) drawn under its credit facility, (ii) due to sellers of acquired companies, and (iii) under capital lease obligations, less cash and cash equivalents) as of December 31, 2006 will be less than $20.0 million.

The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.     Financial Statements and Exhibits.

Exhibit 99         ATC presentation at April 12, 2006 Morgan Stanley conference.

2

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 hereunto duly authorized.

Dated: April 12, 2006	AFTERMARKET TECHNOLOGY CORP.
	/s/ Joseph Salamunovich
	Joseph Salamunovich, Vice President

3

EX-99

EXHIBIT 99

Morgan Stanley

Global Automotive Conference
April 12, 2006

1

Forward Looking Statements

Certain statements in this presentation are “forward looking statements” (as such term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).  These forward-looking statements generally include all statements other than statements of historical fact, including statements regarding our future financial position, business strategy, budgets, projected revenues and expenses, expected regulatory actions and plans and objectives of management for future operations.  These statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by those forward-looking statements.  Some of such risks, uncertainties and other factors are contained in our periodic filings with the Securities and Exchange Commission.

You should review our periodic filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2005.  All statements in this presentation are qualified by reference to such filings.

We disclaim any intention or obligation to update the forward looking statements contained in this presentation.

The financial guidance as of and for the three-month period ending March 31, 2006 and the twelve-month period ending December 31, 2006 contained herein are forward looking statements made as of April 12, 2006.  After that date, we are not confirming, reaffirming or revising those forward looking statements or making any assertions regarding the status of those statements or your ability to rely upon them.

2

•

Quality

•

Supply Chain Velocity

•

End-User Satisfaction

•

Growth

•

Enhanced Profits

Company Overview

Todd R. Peters

Vice President and Chief Financial Officer

3

•

Quality

•

Supply Chain Velocity

•

End-User Satisfaction

•

Growth

•

Enhanced Profits

Drivetrain

•

Automatic transmissions

•

Engines

•

Other drivetrain components

•

Logistics services

Logistics

•

Wireless devices

•

Computers

•

Telecommunications

•

Automotive electronics

•

Consumer electronics

•

High-end, serialized products

Partner in Refurbishment & Supply Chain Excellence

n

ATC provides outsourced, engineered solutions and supply chain logistics services to the light and medium/heavy-duty vehicle aftermarket and consumer electronics
industries

►

Drivetrain:  Provider of drivetrain remanufacturing, manufacturing and logistics services to service and repair organizations

►

Logistics:  Provider of high quality forward logistics, reverse logistics, returns management, component repair and other logistics services to the consumer electronics
and automotive industries

4

Drivetrain

Logistics

Customer Since

Ford                                       1989

Honda                                     2002

DaimlerChrysler                     1989

Jaguar-UK                              1991

Allison                                    2005 

Subaru                                   1991

Customer Since

Cingular/AT&T                    1996

Delphi/GM                           1962

LG                                        2004

Nokia                                   2005

T-Mobile                               2005

Thales                                  2005

Customer Value Proposition

n

Customized, “One-Size-Fits-One” partnership with customers

►

Serve multiple customers across multiple industries

►

Flexible, scalable service offerings tailored for each customer’s needs, at a reasonable cost

►

Allows customers to focus resources on core business

n

Industry leading quality and service with on-time start-ups

n

Engineering and technical know-how to help grow our customers’ business

5

Transformation to Growth

6

Income from Continuing Operations

($ in millions)

Net Sales

($ in millions)

$100MM of Revenue Growth Since 2003, While Income has

Improved 68%!

Transformation to Growth Started in 2004

7

Building off 2004-2005 Achievements

Outlook:  Roadmap for the Future

n

Objectives

►

Expand our competitive advantage through: consistency of execution;

quality of service and total value proposition to customers

►

Continue pursuit of operational excellence to maintain margins and

drive continued improvements in ROIC

►

Diversification of customer base, revenues and cash flows

n

The talent, processes and technology are mostly in-place

n

 By year-end 2008

►

Revenue run rate of approximately $600MM

►

Double-digit three-year CAGRs for both revenue and operating

income

8

Growth, Diversification and Shareholder Value Creation

2006-2008 Outlook by Segment

n

Drivetrain:  Stable industry leader, strong cash flow & sustained margins

►

Mid-single digit three-year CAGR expected for revenue with 13-14% margins

►

Aggressive medium/heavy-duty growth to 6x 2006 value-add revenues

►

Continued investment in NuVinci CVP Emerging Technology

n

Logistics:  Significant growth serving existing and new markets

►

Three-year revenue CAGR expected to exceed 20% with 13-15% margins

►

Pursue new markets…broadband/cable, electronics/computers and medical equipment

►

Logistics revenues expected to be half of Company revenues before 2008

9

•

Quality

•

Supply Chain Velocity

•

End-User Satisfaction

•

Growth

•

Enhanced Profits

Drivetrain Business Overview

10

Medium/Heavy-Duty Vehicles

(Allison Transmission)

Transmission

Light-Duty Vehicle

Engine

Torque

Converter

Drivetrain Business

n

Provides reverse logistics, remanufacturing and fulfillment for drivetrain products to 

►

Original Equipment Service (OES) organizations for warranty and post-warranty business through their dealerships/sales channels

►

The largest independent automatic transmission remanufacturer in North America and the world

11

Outbound Fulfillment

s OES  customers

4. Forward Logistics

2. Reverse Logistics

3. Remanufacturing

Customer Repair

s Local rebuild or replacement

s Cores (used parts) returned to ATC

Outbound Finished Goods

 s Specialized technology

s OE quality and specification

1. Customer Repair

ATC Disciplines

Value-Added Processes

s Disassembly / recovery

s Warranty analysis

Engineering

Technology

Logistics

& Distribution
Capabilities

OE Quality

On-time

Delivery

Product

Process &
Innovations

Comprehensive Supply Chain Competencies

12

Methods of Replacing Failed

Automotive Transmission

Quality

Growth

End-User

Satisfaction

Enhanced

Profits

Supply

Chain
Velocity

Factory Remanufactured to OE Specification Improves Quality

and End-Customer Satisfaction

Value Proposition to Consumers

13

n

Vehicles on the road ↑ 1.6%

n

Replacement age vehicles ↑ 3.2%

n

Average annual miles driven ↑ 1.0%

n

Increasing complexity of drivetrain

      - 6,7 and 8-speed

      - electronics

n

Shortage of technicians

n

Increasing demand for faster and lower cost repairs

(in millions)

Source:  Frost & Sullivan research report

Note: Percentage increases represent estimated compound annual growth rate from 2004 to 2011 in North America

Vehicles on the Road

Business is Not Sensitive to OEM Production Cycles

Year

Favorable Industry Dynamics & Trends

14

$2.9B

$2.9B

Light Vehicle Transmission Replacement Market⁽¹⁾

% of Unit Volume

§

New products

§

New customers

§

Leading quality and service

$335MM 

MD/HD Vehicle 

Automatic and Manual⁽²⁾

§

Market penetration

§

Multi-channel approach

§

Multiple products

MD/HD Share Expected to Grow to 18% in 2008

(1) Source: 2005 Frost & Sullivan

(2) MacKay Estimate

(3) Company estimates:  ATC percentage is based on Company estimates of market share based on unit volume

(4) Pro-forma for Allison

ATC^{(3) (4)}

3%

ATC⁽³⁾

12%

Market Opportunity

n

The North American light vehicle transmission replacement market is $2.9B in size and unit volume is forecasted to grow by 4% annually through 2011

n

The North American medium/heavy-duty transmission replacement market is $335MM in size

15

Business Development Team Focused on Growth and Diversification;

Expect Low to Mid Single-digit Three-Year CAGR 2006-2008

Engineered

Products

42%

Remanufactured

Products

58%

•

38 unique customers; diversify customer base

•

Opportunities exceed $221MM

Drivetrain Growth Opportunities

Recent Significant Events

n

2005 new business wins approximate $48MM in annual revenue

n

Secured foothold in medium/heavy-duty truck market in 2005 by landing business with Allison

n

Signed 2005 agreement with Fallbrook Technologies to design/build transmissions based on CVP technology; significant

opportunities under development

Extended relationship with Ford Motor Company through 2008 and won 6R transmission remanufacturing program

n

Growth Strategies

n

Grow medium/heavy-duty truck business and expand into other markets (China/Europe)

n

New remanufactured products to existing and new customers

n

Secure CVP technology customers and business

n

Leverage existing Honda and Allison relationship to market to additional OEMs

n

Review tactical acquisitions

16

•

Quality

•

Supply Chain Velocity

•

End-User Satisfaction

•

Growth

•

Enhanced Profits

Logistics Business Overview

17

Logistics Business

n

Provides comprehensive forward (fulfillment) and reverse logistics and repair services for automotive, wireless and electronics industries

►

Turnkey order fulfillment (forward logistics)

►

Value-added warehousing and distribution

►

Reverse logistics

►

Electronic testing, refurbishment and repair services

►

Other value adds (I.T., call center, etc.)

n

Firms are outsourcing logistics functions for complex, high-value products

►

To improve efficiency

►

To reduce inventories and “non-core” capital investments

►

To improve quality of customer service

18

Value-Added Services

§

Disassembly and recovery

§

Product disposition

3. Repair / Refurbish

4. Forward Logistics

Customer/Stores

§

Returns management

1. Customers

Outbound Finished Goods

§

 Specialized technology

§

 OE quality and specification

ATC Customer Value Proposition

Outbound Fulfillment

§

New and refurbished

§

Retailers and consumers

OE Suppliers

Quality

Growth

End-User

Satisfaction

Enhanced

Profits

Supply

Chain
Velocity

2. Reverse Logistics

Comprehensive Supply Chain Services

19

(Units in billions)

Wireless Subscribers

Wireless Devices

(Units in millions)

(Units in millions)

Digital Car Audio Units

Source:  International Data Corporation

Favorable Industry Dynamics

n

Significant projected growth in wireless devices

►

New features, enhanced functionality and migration to next generation
systems

►

Replacement devices represent the majority of overall wireless purchases

►

Increasing wireless subscriber base and churn (number portability)

n

Vehicle electronics growth

►

Hybrid radios

►

Audio systems

►

Telematics units

►

Other electronics

20

Business Development Team Focused on Growth and Diversification;

Expect >20% Three-Year CAGR 2006-2008  

13 unique customers; diversify customer base

•

Opportunities exceed $119MM

•

Logistics Growth Opportunities

n

Expanding share of a fragmented, growing $21B addressable market

n

$37MM in annualized new business wins in 2005

n

Reloading sales funnel through participation in trade shows

n

Business expected to grow to 40% of ATC revenue in 2006 and 50% by 2008

n

Expect to pursue new markets:  broadband and cable, electronics and computers and medical equipment

21

•

Quality

•

Supply Chain Velocity

•

End-User Satisfaction

•

Growth

•

Enhanced Profits

Financial Discussion

John M. Pinkerton

Vice President and Controller

22

Net Sales

($ in millions)

2004

$396 MM

2005

 $442 MM

Income from Continuing Operations

($ in millions)

2004

$27 MM

2005

 $32 MM

Achieving Significant Growth – Execution is Key

n

Successful entry into medium/heavy-duty market

n

Secured and implemented meaningful new business in Logistics and Drivetrain

n

Cost reductions and continuous improvement exceed $20MM of annualized savings

n

Achieved significant reductions in operating losses of our Independent Aftermarket business

23

Annual EPS ⁽¹⁾

Quarterly EPS ⁽¹⁾

(1)

From continuing operations per diluted share

2005 EPS Growth: 18.4%

$1.25

$1.48

24

EPS Growth

24

($ in millions)

Net Debt ⁽¹⁾

Capitalization  ⁽³⁾

(1) Net debt represents the summation of amounts (i) drawn on our credit facility, (ii) due to sellers of acquired companies, and (iii) under capital lease obligations, less cash and cash equivalents.

(2) Pro-forma for $61.3 million (including fees and expenses) of share repurchases completed in January and February of 2004.

(3) As of or for the twelve-month period ended 12/31/05

(4) EBITDA is a “non-GAAP financial measure” within the meaning of Securities and Exchange Commission Regulation G. A reconciliation of EBITDA to the most directly comparable GAAP measure can be found in the appendix to this presentation

($ in millions, unaudited)

Balance Sheet Positioned for Growth

25

Outlook: Independent Aftermarket Exit

n

Narrowed operating loss from $6.6MM in 2003 to $2.5MM in 2005

n

Strategy change drives exit of this business

n

Transition transmissions business to OES customers

►

Support our OES customers’ penetration of the aftermarket with OE-brand transmissions

►

Discontinue PROFormance brand transmissions

n

Evaluating strategic alternatives for disposition of aftermarket engine business

n

As a result, we expect

►

Non-cash impairment charges of approximately $10MM (~$0.28 per diluted share)

►

Cash exit and disposal charges of approximately $1MM (~$0.03 per diluted share)

►

Operating losses of approximately $3MM (~$0.10 per diluted share)

n

Expect to report the results of this business as a discontinued operation

26

(1) As of April 12, 2006. See the “Forward Looking Statements” notice on page 2 of this presentation.

(2) From continuing operations per diluted share.

(3) Net debt represents the summation of amounts (i) drawn on our credit facility, (ii) due to sellers of acquired companies, and (iii) under capital lease obligations, less cash and cash equivalents.

(4) Includes the pro-forma reclassification of the results of the independent aftermarket to discontinued operations.

2006 Guidance ⁽¹⁾

Key Drivers

n

Finalization of Chrysler contract extension

n

Timely exit from Independent Aftermarket business

n

Stabilized demand for North American reman programs

n

Successful roll-out of new business wins in Drivetrain and Logistics

n

Continued achievement of cost reductions

n

New credit facility reduces borrowing cost

27

Appendix

Reconciliation of Non-GAAP Financial Measures

Reconciliation of certain financial measures reported in accordance with U.S Generally Accepted Accounting Principles ("GAAP") to those presented on the basis of methodologies other than in accordance with GAAP ("non-GAAP")

(In millions, except per share amounts)

	For the twelve months ended
	12/31/04			12/31/05
Operating Income (GAAP basis)	$	46.2		$	52.7
Depreciation and amortization		12.1			13.5
Other income, net		0.2			0.6
EBITDA (non-GAAP basis)	$	58.5		$	66.8
Net Cash provided by (used in) operating activities-continuing operations (GAAP basis)	$	30.9		$	54.9
Purchases of property, plant and equipment		(11.1	)		(17.2	)
Free Cash Flow (non-GAAP basis)	$	19.8		$	37.7

	For the three months ended
	3/31/2005			3/31/2006
				Projected
	Actual			Low		High
Income from continuing operations per diluted share (GAAP basis)	$	0.25		$	0.23	$	0.25
Pro forma reclassification of the results of the independent aftermarket to discontinued operations		0.01			-		-
Pro forma impact of the adoption of FAS 123R		(0.02	)		-		-
Write-off of deferred debt issuance costs associated with the early termination of the 2002 Credit Facility		-			0.05		0.05
Comparative income from continuing operations per diluted share (Non-GAAP basis)	$	0.24		$	0.28	$	0.30

Explanation of non-GAAP Financial Measures

The Company reports its financial results of operations in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The Company also provides non-GAAP financial information to complement its consolidated financial statements presented in accordance with GAAP. This press release includes such non-GAAP financial measures. A "non-GAAP financial measure" is defined as a numerical measure of the Company's financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company's financial statements.

Following is a description of the various non-GAAP financial measures used by the Company:

EBITDA: Represents operating income (GAAP basis) adjusted to (i) add/(subtract) other income (expense), net and (ii) add depreciation and amortization expense.

Free Cash Flow: Represents net cash provided by (used in) operating activities (GAAP basis) reduced by purchases of property, plant and equipment.

Comparative income from continuing operation: Represents income from continuing operations adjusted for consistency of accounting classification and a one-time charge.

The Company believes these non-GAAP financial measures provide management, investors, equity analysts and rating agencies with useful information by which to measure our performance. In addition, many of the Company's internal performance measures are based on these non-GAAP financial measures.

The Company’s non-GAAP financial measures may vary from similarly titled measures of other companies because of differences in the way the measures are calculated and therefore should not be used to compare the Company’s performance to that of other companies.

Whenever the Company presents non-GAAP financial measures, a reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP is made available. The non-GAAP financial measures used by the Company are not intended to supercede or replace the Company’s GAAP results or expectations.

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