<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] 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 1-12733
TOWER AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 41-1746238
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4508 IDS CENTER 55402
MINNEAPOLIS, MINNESOTA (Zip Code)
(Address of principal executive offices)
(612) 342-2310
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
The number of shares outstanding of the Registrant's common stock, par value
$.01 per share, at April 30, 1997 was 22,846,077 shares.
<PAGE>
ITEM 1 - FINANCIAL INFORMATION
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
---------- ----------
---------- ----------
The accompanying notes are an integral part
of these consolidated statements.
- 2 -
<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
Deferred income taxes 12,302 12,302
Other noncurrent liabilities 33,702 35,537
----------- ------------
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
----------- ------------
----------- ------------
The accompanying notes are an integral part
of these condensed consolidated balance sheets.
- 3 -
<PAGE>
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS - UNAUDITED)
Three Months Ended March 31,
----------------------------
1997 1996
---------- ----------
OPERATING ACTIVITIES:
Net income $ 6,718 $ 3,188
Adjustments to reconcile net income to
net cash provided by operating activities -
Depreciation and amortization 4,250 2,582
Changes in other operating items (7,894) 1,064
---------- ----------
Net cash provided by operating activities 3,074 6,834
---------- ----------
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired - (24,511)
Capital expenditures, net (10,522) (2,339)
Change in restricted cash (14) (208)
---------- ----------
Net cash used in investing activities (10,536) (27,058)
---------- ----------
FINANCING ACTIVITIES:
Proceeds from borrowings - 63,304
Repayment of debt (19) (43,194)
Proceeds from issuance of stock 1,073 86
Other, net 119 128
---------- ----------
Net cash provided by financing activities 1,173 20,324
---------- ----------
NET CHANGE IN CASH AND CASH EQUIVALENTS (6,289) 100
CASH AND CASH EQUIVALENTS:
Beginning of period 39,596 957
---------- ----------
End of period $ 33,307 $ 1,057
---------- ----------
---------- ----------
The accompanying notes are an integral part
of these condensed consolidated statements.
- 4 -
<PAGE>
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying condensed consolidated financial statements have been
prepared by Tower Automotive, Inc. (the "Company"), without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission.
The information furnished in the condensed consolidated financial
statements includes normal recurring adjustments and reflects all
adjustments which are, in the opinion of management, necessary for a fair
presentation of such financial statements. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Although the
Company believes that the disclosures are adequate to make the information
presented not misleading, it is suggested that these condensed consolidated
financial statements be read in conjunction with the audited financial
statements and the notes thereto included in the Company's 1996 Annual
Report to Stockholders.
Revenues and operating results for the three months ended March 31,
1997 are not necessarily indicative of the results to be expected for the
full year.
2. Inventories consisted of the following (in thousands):
March 31, 1997 Dec. 31, 1996
-------------- -------------
Raw materials $ 11,343 $ 9,517
Work in process 8,299 5,949
Finished goods 6,866 6,398
-------------- -------------
$ 26,508 $ 21,864
-------------- -------------
-------------- -------------
3. On May 31, 1996, the Company acquired all of the outstanding common
stock of MascoTech Stamping Technologies, Inc. (MSTI), a wholly owned
subsidiary of MascoTech, Inc. (MascoTech). Consideration consisted of $55
million in cash, 785,000 shares of the Company's Common Stock and warrants
to acquire 200,000 shares of the Company's Common Stock at an exercise
price of $18 per share. The Company may also make additional payments of
up to $30 million to MascoTech if certain operating targets are achieved by
the MSTI facilities in the first three years following the acquisition.
The amounts to be paid to MascoTech are equal to two times the amount by
which operating profit, as defined, of the MSTI facilities exceeds $24
million each year. Based on results of operations of the MSTI facilities
through March 31, 1997, no contingent payments are due. Contingent
consideration in future periods, if any, will be recorded as additional
goodwill. MSTI manufactures metal chassis and suspension components and
assemblies for the North American automotive industry from facilities in
Ohio, Indiana and Michigan.
- 5 -
<PAGE>
The acquisition of MSTI has been accounted for using the purchase
method of accounting and, accordingly, the assets acquired and liabilities
assumed have been recorded at fair value as of the acquisition date. The
assets and liabilities of MSTI have been recorded based upon preliminary
estimates of fair value as of the date of acquisition. The Company does
not believe the final allocation of the purchase price will be materially
different than the preliminary allocation. The purchase price in excess of
the fair value of the net assets acquired is included in goodwill in the
accompanying condensed consolidated balance sheets. Results of operations
from MSTI have been included in the accompanying condensed consolidated
financial statements from the date of acquisition. Unaudited pro forma
results of consolidated operations for the three months ended March 31,
1996 as if the acquisition of MSTI was completed at the beginning of 1996
is included in Note 5.
4. Long-term debt consisted of the following (in thousands):
March 31, December 31,
1997 1996
---------- -----------
Revolving credit facility $ - $ -
Senior notes 65,000 65,000
Industrial development revenue
bonds 46,643 46,643
Convertible subordinated notes 2,474 2,508
Other 31 31
---------- -----------
114,148 114,182
Less-current maturities (722) (722)
---------- -----------
Total long-term debt $ 113,426 $ 113,460
---------- -----------
---------- -----------
In September 1996, the Company and its lenders amended the Credit
Agreement to consist of a $75 million unsecured revolving credit facility
which matures in January 2001 and bears interest at a prime-based rate or
LIBOR plus a variable margin. The amended Credit Agreement also provides
for the issuance of up to $10 million in letters of credit.
The Company financed the cash portion of the MSTI acquisition through
the issuance of two series of Senior Notes having an aggregate principal
amount of $65 million, with interest rates of 7.65% and 7.82% and final
maturities of 2006 and 2008. The Senior Notes were retired in connection
with the transactions described in Note 5.
5. On April 18, 1997, the Company completed the following transactions:
(a) Issued 8,500,000 shares of Common Stock in a public offering
at an offering price of $35 per share (the "Offering"). Net proceeds
to the Company, after underwriting discounts and offering expenses,
were approximately $285 million.
- 6 -
<PAGE>
(b) Repaid, in full, the outstanding Senior Notes plus accrued interest.
In connection with the repayment, the Company paid prepayment
penalties and wrote off deferred financing costs which will result in
an extraordinary loss, net of income taxes of approximately $2.0
million. The Company will recognize this charge during the second
quarter of 1997.
(c) Entered into a new revolving credit facility that provides for
borrowings of up to $750 million on an unsecured basis. The amount
available under the revolving credit facility reduces to $675 million
in April 2000, $600 million in April 2001 and $500 million in April
2002. The credit facility has a final maturity of April 2003.
Interest on the credit facility is at the prime rate or LIBOR plus
.30. The new credit facility will require the Company to meet certain
financial tests, including but not limited to minimum interest
coverage, minimum debt/capital and maximum leverage ratio.
(d) Acquired and assumed substantially all of the assets and liabilities
of Automotive Products Company (APC), a division of A.O. Smith
Corporation. The aggregate purchase price consisted of approximately
$700 million in cash, including management's estimate of certain
adjustments associated with the net assets of APC at closing, as
defined, and was financed with the proceeds from the Offering and
borrowings under the new credit facility described above. APC, which
has 15 facilities, designs and manufactures frames, frame components,
engine cradles, suspension components and modules for the North
American automotive and heavy truck industries. This acquisition will
be accounted for as a purchase and, accordingly, APC's assets and
liabilities will be recorded at fair value as of the acquisition date,
with the excess purchase price recorded as goodwill. The assets and
liabilities of APC have been recorded based upon preliminary estimates
of fair value as of the date of acquisition. The Company does not
believe the final allocation of the purchase price will be materially
different than the preliminary allocation.
Following are unaudited pro forma condensed results of operations for
the three months ended March 31, 1997 as if the acquisition of APC and the
Offering were completed at the beginning of the period and for the three
months ended March 31, 1996 as if the following were completed at the
beginning of the period: (i) the acquisition of APC, (ii) the Offering,
(iii) the acquisition of MSTI, and (iv) the June 1996 public offering of
2,232,900 shares of Common Stock (in thousands, except per share data):
- 7 -
<PAGE>
Three Months Ended March 31,
----------------------------
1997 1996
---------- ----------
Revenues $ 362,415 $ 338,821
---------- ----------
---------- ----------
Operating income $ 32,748 $ 29,996
---------- ----------
---------- ----------
Net income applicable to
common stockholders $ 15,113 $ 13,546
---------- ----------
---------- ----------
Weighted average common and
common equivalent shares
outstanding 23,477 23,251
---------- ----------
---------- ----------
Net income per common and
common equivalent share $ 0.64 $ 0.58
---------- ----------
---------- ----------
The unaudited pro forma financial information does not purport to
represent what the Company's results of operations would actually have
been if such transactions had occurred on such dates.
6. On May 9, 1997, the Company acquired all of the outstanding common
stock of Societa Industria Meccanica e Stampaggio S.p.A. ("SIMES").
SIMES, headquartered in Turin, Italy, has annual revenues of
approximately $70 million. SIMES designs and manufactures structural
metal components in two facilities in Italy, principally for Fiat.
The purchase price, which consists of approximately $50 million in
cash, was financed with borrowings under the Company's revolving
credit facility. The Company may pay an additional $3 million in the
future based upon the operating performance of SIMES.
7. During March 1997, the Financial Accounting Standards Board released
Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
"Earnings per Share," which requires the disclosure of basic earnings
per share and diluted earnings per share. The Company expects to
adopt SFAS 128 effective December 31, 1997. The Company has not yet
determined the effect on earnings per share of adopting SFAS 128.
8. Supplemental cash flow information (in thousands):
Three Months Ended March 31,
----------------------------
1997 1996
---------- ----------
Cash paid for -
Interest $ 759 $ 1,136
Income taxes 2,540 240
- 8 -
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1997 TO THE THREE MONTHS ENDED
MARCH 31, 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 acquisition 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 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 acquisition of MSTI.
INTEREST EXPENSE -- Interest expense for each of the three month periods
ended March 31, 1997 and 1996 was $1.3 million. Interest expense was
affected by increased borrowings incurred to fund the acquisition of 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.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had no indebtedness outstanding under the
revolving credit facility portion of its Credit Agreement. The Credit
Agreement, as amended, consists of a revolving credit facility with a committed
amount of $75.0 million (subject to eligible accounts receivable and inventory,
as defined in the Credit Agreement, which exceeded $75.0 million at March 31,
1997). In April 1997, the Credit Agreement was terminated and replaced with a
new credit facility which is further discussed below.
- 9 -
<PAGE>
As of March 31, 1997, the Company also had approximately $2.9 million in
outstanding indebtedness relating to industrial development revenue bonds issued
in connection with the construction of its Auburn, Indiana plant. The bonds are
collateralized by a letter of credit, certain equipment and a mortgage on the
Company's Auburn, Indiana plant. The bonds are payable in annual installments
of $720,000 through September 2000 and bear interest at a floating rate which is
adjusted weekly as determined by the bond remarketing agent (3.5% at March 31,
1997 and 4.4% at December 31, 1996).
The Company also has $43.8 million of indebtedness outstanding pursuant to
industrial development revenue bonds (IRB's) issued with the City of Bardstown,
Kentucky. Proceeds from the IRB's were used to finance construction of a
240,000 square foot manufacturing facility and the related purchase of
equipment. The bonds, which are due July 1, 2024 and March 1, 2025, are
collateralized by a letter of credit. As of March 31, 1997, approximately $34.2
million of the proceeds had been expended or committed for the first phase of
the facility and related equipment. The unexpended proceeds from the bonds,
approximately $10.8 million at March 31, 1997, are invested in treasury
securities and will be used to finance the second phase of the facility. The
bonds bear interest at a floating rate which is adjusted weekly as determined by
the bond remarketing agent (5.6% at March 31, 1997 and 5.8% at December 31,
1996).
On May 31, 1996, the Company purchased all of the outstanding common stock of
MSTI from MascoTech, Inc. (MascoTech) for an aggregate purchase price of
approximately $79 million, including payment of related fees and expenses.
Pursuant to the terms of the acquisition, the Company is required to make
additional earn-out payments to MascoTech if certain operating targets are
achieved by the MSTI facilities in the first three years following the
acquisition. If all such operating targets are met, the total payments will not
exceed $30 million.
The Company financed the cash portion of the purchase price of MSTI through the
issuance of two series of Senior Notes having an aggregate principal amount of
$65.0 million, interest rates ranging from 7.65% to 7.82% and final maturities
of 2006 to 2008. The Senior Notes were retired in connection with the
transaction described in Note 5.
In June 1996, the Company completed an offering of 2,232,900 shares of Common
Stock at an offering price of $24.50 per share (Offering). Approximately $32
million of the net proceeds from the Offering were used by the Company to retire
borrowings under its Credit Agreement. The remaining proceeds are included in
cash and cash equivalents in the March 31, 1997 condensed consolidated balance
sheet and will be used for other general corporate purposes, which may include
prepayment of other indebtedness, acquisitions or capital expenditures.
During the three months ended March 31, 1997, the Company generated $3.1 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.
- 10 -
<PAGE>
On April 18, 1997, the Company completed the following transactions:
(a) Issued 8,500,000 shares of Common Stock in a public offering at an
offering price of $35 per share (the "Offering"). Net proceeds to the
Company, after underwriting discounts and offering expenses, were
approximately $285 million.
(b) Repaid, in full, the outstanding Senior Notes plus accrued interest.
In connection with the repayment, the Company paid prepayment
penalties and wrote off deferred financing costs which will result in
an extraordinary loss, net of income taxes of approximately $2.0
million. The Company will recognize this charge during the second
quarter of 1997.
(c) Entered into a new revolving credit facility that provides for
borrowings of up to $750 million on an unsecured basis. The amount
available under the revolving credit facility reduces to $675 million
in April 2000, $600 million in April 2001 and $500 million in April
2002. The credit facility has a final maturity of April 2003.
Interest on the credit facility is at the prime rate or LIBOR plus
.30. The new credit facility will require the Company to meet certain
financial tests, including but not limited to minimum interest
coverage, minimum debt/capital and maximum leverage ratio.
(d) Acquired and assumed substantially all of the assets and liabilities
of Automotive Products Company (APC), a division of A.O. Smith
Corporation. The aggregate purchase price consisted of approximately
$700 million in cash, including management's estimate of certain
adjustments associated with the net assets of APC at closing, as
defined, and was financed with the proceeds from the Offering and
borrowings under the new credit facility described above. APC, which
has 15 facilities, designs and manufactures frames, frame components,
engine cradles, suspension components and modules for the North
American automotive and heavy truck industries. This acquisition will
be accounted for as a purchase and, accordingly, APC's assets and
liabilities will be recorded at fair value as of the acquisition date,
with the excess purchase price recorded as goodwill. The assets and
liabilities of APC have been recorded based upon preliminary estimates
of fair value as of the date of acquisition. The Company does not
believe the final allocation of the purchase price will be materially
different than the preliminary allocation.
On May 9, 1997, the Company acquired all of the outstanding common stock of
Societa Industria Meccanica e Stampaggio S.p.A. ("SIMES"). SIMES,
headquartered in Turin, Italy, has annual revenues of approximately $70
million. SIMES designs and manufactures structural metal components in two
facilities in Italy, principally for Fiat. The purchase price, which
consists of approximately $50 million in cash, will be financed with
borrowings under the Company's revolving credit facility.
The Company believes the borrowing availability under the new credit
agreement, together with funds generated by operations, should provide the
Company with the liquidity and capital resources to pursue its business
strategy through 1997, with respect to working capital, capital expenditures
and other operating needs. Under present conditions, management does not
believe access to funds will restrict its ability to pursue its acquisition
strategy.
- 11 -
<PAGE>
NEW ACCOUNTING PRONOUNCEMENT
During March 1997, the Financial Accounting Standards Board released Statement
of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share,"
which requires the disclosure of basic earnings per share and diluted earnings
per share. The Company expects to adopt SFAS 128 effective December 31, 1997.
The Company has not yet determined the effect on earnings per share of adopting
SFAS 128.
EFFECTS OF INFLATION
Inflation generally affects the Company by increasing the interest expense of
floating rate indebtedness and by increasing the cost of labor, equipment and
raw materials. Management believes that inflation has not significantly
effected the Company's business over the past 12 months. However, because
selling prices generally cannot be increase until a model changeover, the
effects of inflation must be offset by productivity improvements and volume from
new business awards.
- 12 -
<PAGE>
PART II. OTHER INFORMATION
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
Item 1. Legal Proceedings:
None
Item 2. Change in Securities:
None
Item 3. Defaults Upon Senior Securities:
None
Item 4. Submission of Matters to a Vote of Security Holders:
None
Item 5. Other Information:
None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits: Sequential
Page Number
-----------
11 Statement of Computation of Earnings Per Share For 15
the Three Months Ended March 31, 1997 and 1996.
(b) During the quarter for which is report is filed, the
Company filed no Form 8-K Current Reports with the
Securities and Exchange Commission.
- 13 -
<PAGE>
SIGNATURE
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: May 9, 1997 By /s/ Anthony A. Barone
------------------------------------
Anthony A. Barone
Vice President, Chief Financial Officer
(principal accounting and financial
officer)
- 14 -
<PAGE>
EXHIBIT 11
TOWER AUTOMOTIVE, INC.
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
-------- --------
Net income $ 6,718 $ 3,188
Interest expense on convertible
subordinated notes 35 44
-------- --------
Net income applicable to common
stockholders $ 6,753 $ 3,232
-------- --------
-------- --------
Weighted average number of common
and common equivalent shares 14,338 10,838
Dilutive effect of outstanding stock
options and warrants after application
of the treasury stock method 230 71
Dilutive effect of convertible subordinated
notes assuming conversion 409 824
-------- --------
Common and common equivalent
shares outstanding 14,977 11,733
-------- --------
-------- --------
Net income per common and
common equivalent share (1) $ 0.45 $ 0.28
-------- --------
-------- --------
(1) The calculation of net income per common and common equivalent share
for the three month periods ended March 31, 1997 and 1996 are the same
on a primary and fully diluted basis.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS FOUND ON PAGES 2 AND 3
OF THE COMPANY'S FORM 10-Q FOR THE YEAR TO DATE AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000925548
<NAME> TOWER AUTOMOTIVE, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 33,307
<SECURITIES> 0
<RECEIVABLES> 74,840
<ALLOWANCES> 0
<INVENTORY> 26,508
<CURRENT-ASSETS> 17,101
<PP&E> 187,334
<DEPRECIATION> (24,154)
<TOTAL-ASSETS> 421,222
<CURRENT-LIABILITIES> 71,990
<BONDS> 0
0
0
<COMMON> 143
<OTHER-SE> 189,659
<TOTAL-LIABILITY-AND-EQUITY> 421,222
<SALES> 125,117
<TOTAL-REVENUES> 125,117
<CGS> 106,105
<TOTAL-COSTS> 106,105
<OTHER-EXPENSES> 6,472
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,348
<INCOME-PRETAX> 11,192
<INCOME-TAX> 4,474
<INCOME-CONTINUING> 6,718
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,718
<EPS-PRIMARY> .45
<EPS-DILUTED> .45
</TABLE>
