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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 16, 1998
TOWER AUTOMOTIVE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-12733 41-1746238
(Commission File Number) (I.R.S. Employer Identification No.)
4508 IDS CENTER, MINNEAPOLIS, MINNESOTA 55402
(Address of Principal Executive Offices) (Zip Code)
(612) 342-2310
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. OTHER EVENTS
On October 14, 1998, the Registrant issued a press release disclosing its
third quarter operating results. A copy of this press release is attached
hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
99.1 Press release dated October 14, 1998 - Tower Automotive, Inc.
Announces Increased Revenues, Operating Income and Net
Income for the Third Quarter
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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: OCTOBER 16, 1998 BY: /S/ ANTHONY A. BARONE
--------------------------------------
NAME: ANTHONY A. BARONE
TITLE: VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER (PRINCIPAL ACCOUNTING AND
FINANCIAL OFFICER)
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EXHIBIT 99.1
DATE: October 14, 1998
FROM: FOR:
Padilla Speer Beardsley Inc. Tower Automotive, Inc.
224 Franklin Avenue West 4508 IDS Center
Minneapolis, Minnesota 55404 Minneapolis, Minnesota 55402
John Mackay (612) 871-8877 Scott Rued (612) 342-2310
FOR IMMEDIATE RELEASE
- ---------------------
TOWER AUTOMOTIVE, INC. ANNOUNCES
INCREASED REVENUES, OPERATING INCOME AND
NET INCOME FOR THE THIRD QUARTER
MINNEAPOLIS, October 14 -- Tower Automotive, Inc. (NYSE: TWR), today
announced increased operating results for the third quarter and nine months
ended September 30, 1998. Earnings per share for the quarter and nine months
of the prior-year periods have been restated to reflect the company's adoption
of a new accounting pronouncement that requires disclosure of basic and diluted
earnings per share.
On May 19, 1998, the company's board of directors approved a two-for-one
stock split, which was effected as a stock dividend. On July 15, 1998,
stockholders were issued one additional share of common stock for each share of
common stock held on the record date of June 30, 1998. All references to the
number of common shares and per share amounts have been adjusted to reflect the
stock split on a retroactive basis.
For the third quarter of 1998, revenues were $445 million, a 27 percent
increase compared with $350 million in the 1997 period. Operating income rose
44 percent to $40 million from $27 million reported last year. Net income for
the third quarter of 1998 was $18 million, or 36 cents per diluted share
outstanding, versus $12 million, or 25 cents per diluted share, in the
comparable 1997 period.
For the nine months ended September 30, 1998, revenues were $1.4 billion
compared with $802 million in the year-ago period. Operating income rose to
$125 million from $69 million reported last year. Net income for the nine
months ended September 30, 1998 was $61 million, or $1.18 per diluted share
outstanding, versus $29 million, or 73 cents per diluted share, in 1997.
(more)
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In commenting on third quarter results, Dugald K. Campbell, president and
chief executive officer of Tower Automotive, said, "We are very pleased with
our third quarter operating results. The strength in our core business fueled
by production volumes on models served outside of General Motors, combined with
continued cost reduction efforts and new business led to significant year over
year gains in revenues and earnings. Furthermore, we were able to exceed
earnings expectations despite the impact of the General Motors strike which
reduced both revenues and earnings in the third quarter."
As previously announced, the company acquired IMAR, s.r.l. ("IMAR") and
OSLAMT S.p.A. ("OSLAMT") on July 6, 1998. IMAR designs and manufactures
structural parts and assemblies from two facilities in Italy, primarily for
Fiat. OSLAMT designs and manufactures tools and assemblies for the automotive
market from its facility in Turin, Italy. The purchase price consisted of
approximately $32.5 million in cash plus the assumption of approximately $17
million of indebtedness with an additional amount of up to $15 million payable
if IMAR achieves certain operating targets following the acquisition.
Tower Automotive, Inc., produces a broad range of assemblies and modules
for vehicle body structures and suspension systems for the automotive
manufacturers, including Ford, Chrysler, General Motors, Honda, Toyota, Nissan,
Auto Alliance, Fiat, BMW, Volkswagen and Mercedes. Products include body
structural assemblies such as pillars and package trays, control arms,
suspension links, engine cradles and full frame assemblies. The company has
its operating headquarters in Grand Rapids, Mich., and a corporate office in
Minneapolis, Minn.
(more)
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TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS - UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
---------------------------- ---------------------------
1998 1997 1998 1997
---------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Revenues $ 444,851 $ 349,507 $ 1,367,854 $ 801,896
Cost of sales 377,862 302,318 1,166,822 689,566
---------- ---------- ------------ ----------
Gross profit 66,989 47,189 201,032 112,330
Selling, general and administrative
expenses 24,003 17,190 65,968 38,364
Amortization expense 3,461 2,583 10,034 5,247
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Operating income 39,525 27,416 125,030 68,719
Interest expense, net 8,620 7,706 33,230 15,852
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Income before provision for
income taxes 30,905 19,710 91,800 52,867
Provision for income taxes 12,362 7,882 36,722 21,140
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Income before equity in earnings of
joint ventures and minority interest 18,543 11,828 55,078 31,727
Equity in earnings of joint ventures 2,342 -- 9,013 --
Minority interest - dividends on trust
preferred securities (2,619) -- (3,259) --
---------- ---------- ------------ ----------
Income before extraordinary item 18,266 11,828 60,832 31,727
Extraordinary loss on early
extinguishment of debt, net of tax -- -- -- 2,434
---------- ---------- ------------ ----------
Net income $ 18,266 $ 11,828 $ 60,832 $ 29,293
---------- ---------- ------------ ----------
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Basic earnings per common share:
Income before extraordinary item $ 0.40 $ 0.26 $ 1.32 $ 0.81
Extraordinary item -- -- -- (0.06)
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Net income $ 0.40 $ 0.26 $ 1.32 $ 0.75
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Basic shares outstanding 46,236 45,724 46,174 38,974
---------- ---------- ------------ ----------
---------- ---------- ------------ ----------
Diluted earnings per common share:
Income before extraordinary item $ 0.36 $ 0.25 $ 1.18 $ 0.78
Extraordinary item -- -- -- (0.05)
---------- ---------- ------------ ----------
Net income $ 0.36 $ 0.25 $ 1.18 $ 0.73
---------- ---------- ------------ ----------
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Diluted shares outstanding 63,355 52,192 58,445 42,028
---------- ---------- ------------ ----------
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</TABLE>
(more)
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TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
Assets 1998 1997
- ------------------------------------------------------------ ------------- ------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 163 $ -
Accounts receivable 287,206 219,256
Inventories 84,119 73,809
Prepaid tooling and other 105,615 78,217
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Total current assets 477,103 371,282
Property, plant and equipment, net 778,052 698,511
Restricted cash 2,648 7,902
Deferred income taxes 12,253 14,108
Investments in joint ventures 205,772 147,188
Goodwill and other assets, net 473,468 441,097
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$ 1,949,296 $ 1,680,088
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<CAPTION>
Liabilities and Stockholders' Investment
- ------------------------------------------------------------
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt and capital lease
obligations $ 7,209 $ 5,004
Accounts payable 216,018 143,902
Accrued liabilities 132,625 81,784
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Total current liabilities 355,852 230,690
Long-term debt, net of current maturities 351,047 513,653
Obligations under capital leases, net of current maturities 26,891 30,281
Convertible subordinated notes 200,000 200,000
Other noncurrent liabilities 178,088 190,185
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Mandatorily redeemable trust convertible preferred securities 258,750 -
Stockholders' investment:
Preferred stock - -
Common stock 462 460
Warrants to acquire common stock 2,000 2,000
Additional paid-in capital 425,980 423,425
Retained earnings 150,226 89,394
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Total stockholders' investment 578,668 515,279
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$ 1,949,296 $ 1,680,088
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</TABLE>
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