<PAGE>
This Amendment No. 1 to Form 8-K as filed on April 11, 1997 is amended as
follows:
Item 5. OTHER EVENTS
On April 11, 1997, the Registrant issued a press release disclosing its
first quarter operating results. A copy of this press release is attacned
hereto as Exhibit 99.1 and is hereby incorporated by reference.
Set forth below is a narrative discussion comparing the operating results of
the first quarter of 1997 versus the operating results of the first quarter of
1996.
REVENUES Revenues for the three months ended March 31, 1997 increased by
$56.2 million, or 81.5%, to $125.1 million compared to $68.9 million for the
three months ended March 31, 1996. Approximately $42.4 million of the increase
revenues over 1996 is attributable to the acquisition of MascoTech Stamping
Technologies, Inc. ("MSTI") in May 1996. The remaining increase is due to new
business awarded to the Company, including business relating to the Ford Escort,
Econoline and Expedition, Dodge Ram Club Cab pick-up and Toyota Camry.
COST OF SALES Cost of sales as a percentage of revenues for the three
months ended March 31, 1997 was 84.8% compared to 84.7% for the three months
ended March 31, 1996. The decrease in gross margin was due to a higher
proportion of components purchased from outside suppliers as a result of the
MSTI and Trylon Corporation ("Trylon") acquisitions and launch costs associated
with new business. These decreases were partially offset by operating
efficiencies and enhanced productivity.
S, G & A EXPENSES Selling, general and administrative expenses increased
to $5.8 million, or 4.6% of revenues, for the three months ended March 31, 1997
compared to $3.5 million, or 5.1% of revenues, for the three months ended March
31, 1996. The percentage decrease related to revenues reflects the economies of
scale of higher gross sales. The increased expense was due primarily to
incremental costs associated with the Company's acquisitions of MSTI and Trylon
in 1996.
AMORTIZATION EXPENSE Amortization expense for the three months ended March
31, 1997 was $660,000 compared to $375,000 for the three months ended March 31,
1996. The increase was due to incremental goodwill amortization related to the
acquisitions of MSTI and Trylon.
INTEREST EXPENSE Interest expense for the three months ended March 31, 1997
was $1.3 million compared to $1.3 million for the three months ended March
31, 1996. Interest expense was affected by increased borrowings incurred to
fund the acquisitions of Trylon and MSTI and by the application of the
proceeds from the June 1996 offering of 2,232,900 shares of common stock at
$24.50 per share.
INCOME TAXES The effective income tax rate was 40.0% for the three months
ended March 31, 1997 and 40.1% for the three months ended March 31, 1996. The
effective rates differed from the statutory rates primarily as a result of state
taxes and non-deductible goodwill amortization.
During the three months ended March 31, 1997, the Company generated $4.6 million
of cash from operations, which was used to partially fund capital expenditures.
The Company has made substantial investments in manufacturing technology and
product design capability to support its products. The Company made capital
expenditures of approximately $10.5 million for the three months ended March 31,
1997, primarily for equipment and dedicated tooling purchases related to new or
replacement programs.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
99.1 Press release dated April 11, 1997 - Tower Automotive, Inc.
Announces Increased First Quarter Revenues and Operating
Income
<PAGE>
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.
TOWER AUTOMOTIVE, INC.
DATE: April 11, 1997 BY:/S/ANTHONY A. BARONE
Name: Anthony A. Barone
Title: VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER (PRINCIPAL
ACCOUNTING AND FINANCIAL OFFICER)
<PAGE>
EXHIBIT 99.1
DATE: April 11, 1997
FROM: FOR:
Padilla Speer Beardsley Inc. Tower Automotive, Inc.
224 Franklin Avenue West 4508 IDS Center
Minneapolis, Minnesota 55404 Minneapolis, Minnesota 55402
Melissa Quinn (612) 871-8877 Scott Rued (612) 342-2310
FOR IMMEDIATE RELEASE
TOWER AUTOMOTIVE, INC.
ANNOUNCES INCREASED FIRST QUARTER REVENUES
AND OPERATING INCOME
MINNEAPOLIS, April 11 - Tower Automotive, Inc. (NYSE: TWR) today announced
increased revenues and operating income for the first quarter ended March 31,
1997.
Revenues in the first quarter of 1997 were $125.1 million compared to $68.9
million in the 1996 period. Operating income of $12.5 million was 89.4% higher
than the $6.6 million reported last year. Net income applicable to common
stockholders was $6.8 million, or 45 cents per share, compared with $3.2
million, or 28 cents per share, in the comparable 1996 period.
(more)
<PAGE>
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS - UNAUDITED)
Three Months Ended March 31,
----------------------------
1997 1996
------------ ------------
Revenues $ 125,117 $ 68,921
Cost of sales 106,105 58,406
------------- ------------
Gross profit 19,012 10,515
Selling, general and administrative expenses 5,812 3,514
Amortization expense 660 375
------------- ------------
Operating income 12,540 6,626
Interest expense, net 1,348 1,308
------------- ------------
Income before provision for income taxes 11,192 5,318
Provision for income taxes 4,474 2,130
------------- ------------
Net income $ 6,718 $ 3,188
------------- ------------
------------- ------------
Net income applicable to common
stockholders $ 6,753 $ 3,232
------------- ------------
------------- ------------
Net income per common and common
equivalent share $ 0.45 $ 0.28
------------- ------------
------------- ------------
Weighted average common and common
equivalent shares outstanding 14,977 11,733
------------- ------------
------------- ------------
(more)
<PAGE>
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
March 31, December 31,
Assets 1997 1996
- ------------------------------------------- ------------ ------------
(unaudited)
Current assets:
Cash and cash equivalents $ 33,307 $ 39,596
Accounts receivable 74,840 61,073
Inventories 26,508 21,864
Other current assets 17,101 14,433
------------ ------------
Total current assets 151,756 136,966
Property, plant and equipment, net 163,180 156,248
Restricted cash 10,847 10,833
Goodwill and other assets, net 95,439 94,560
------------ ------------
$ 421,222 $ 398,607
------------ ------------
------------ ------------
Liabilities and Stockholders' Investment
- ------------------------------------------
Current liabilities:
Current maturities of long-term debt $ 722 $ 722
Accounts payable 46,856 32,280
Accrued liabilities 24,412 22,429
------------ ------------
Total current liabilities 71,990 55,431
Long-term debt, net of current maturities 113,426 113,460
Other noncurrent liabilities 46,004 47,839
------------ ------------
Stockholders' investment:
Preferred stock -- --
Common stock 143 143
Warrants to acquire common stock 2,000 2,000
Additional paid-in capital 137,859 136,759
Retained earnings 49,960 43,150
Subscriptions receivable (160) (175)
------------ ------------
Total stockholders' investment 189,802 181,877
------------ ------------
$ 421,222 $ 398,607
------------ ------------
------------ ------------
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