<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 June 30, 1999
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 July 15, 1999 was 46,790,113 shares.
<PAGE>
TOWER AUTOMOTIVE, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements of Operations (unaudited) for
the Three Months Ended June 30, 1999 and 1998
Condensed Consolidated Statements of Operations (unaudited) for
the Six Months Ended June 30, 1999 and 1998
Condensed Consolidated Balance Sheets at June 30, 1999
(unaudited) and December 31, 1998
Condensed Consolidated Statements of Cash Flows (unaudited) for
the Six Months Ended June 30, 1999 and 1998
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See "Market Risk & Foreign Currency Transactions" Sections
of Management Discussion & Analysis
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
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<PAGE>
ITEM 1 - FINANCIAL INFORMATION
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS - UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------
1999 1998
---------- -----------
<S> <C> <C>
Revenues $ 530,680 $ 465,874
Cost of sales 443,651 395,020
--------- ---------
Gross profit 87,029 70,854
Selling, general and administrative expenses 24,584 20,825
Amortization expense 3,741 3,309
--------- ---------
Operating income 58,704 46,720
Interest expense, net 7,262 12,695
--------- ---------
Income before provision for income taxes 51,442 34,025
Provision for income taxes 20,577 13,612
--------- ---------
Income before equity in earnings of joint
ventures and minority interest 30,865 20,413
Equity in earnings of joint ventures 4,382 3,973
Minority interest--dividends on trust preferred,
net (2,619) (640)
--------- ---------
Net income $ 32,628 $ 23,746
--------- ---------
--------- ---------
Basic earnings per share $ 0.69 $ 0.51
--------- ---------
--------- ---------
Diluted earnings per share $ 0.58 $ 0.46
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated statements.
-3-
<PAGE>
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS - UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Revenues $ 1,029,252 $ 923,003
Cost of sales 862,776 788,960
----------- -----------
Gross profit 166,476 134,043
Selling, general and administrative expenses 47,004 41,965
Amortization expense 7,191 6,573
----------- -----------
Operating income 112,281 85,505
Interest expense, net 14,529 24,610
----------- -----------
Income before provision for income taxes 97,752 60,895
Provision for income taxes 39,101 24,360
----------- -----------
Income before equity in earnings of joint
ventures and minority interest 58,651 36,535
Equity in earnings of joint ventures 7,295 6,671
Minority interest - dividends on trust preferred,
net (5,242) (640)
----------- -----------
Net income $ 60,704 $ 42,566
----------- -----------
----------- -----------
Basic earnings per share $ 1.30 $ 0.92
----------- -----------
----------- -----------
Diluted earnings per share $ 1.08 $ 0.83
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated statements.
-4-
<PAGE>
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, December 31,
Assets 1999 1998
- -------------------------------------------------------------- --------------- -----------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents ............................ $ 877 $ 3,434
Accounts receivable .................................. 309,371 239,888
Inventories .......................................... 80,719 76,913
Prepaid tooling and other ............................ 82,734 115,859
----------- -----------
Total current assets ........................... 473,701 436,094
----------- -----------
Property, plant and equipment, net .......................... 886,109 821,873
Restricted cash ............................................. -- 2,677
Investments in joint ventures ............................... 219,115 209,625
Goodwill and other assets, net .............................. 463,047 465,898
----------- -----------
$ 2,041,972 $ 1,936,167
----------- -----------
----------- -----------
Liabilities and Stockholders' Investment
- --------------------------------------------------------------
Current liabilities:
Current maturities of long-term debt and capital lease
obligations ........................................ $ 23,400 $ 18,191
Accounts payable ..................................... 208,329 214,194
Accrued liabilities .................................. 124,482 96,773
----------- -----------
Total current liabilities ...................... 356,211 329,158
----------- -----------
Long-term debt, net of current maturities ................... 351,048 316,579
Obligations under capital leases, net of current maturities . 23,435 25,770
Convertible subordinated notes .............................. 200,000 200,000
Deferred income taxes ....................................... 20,376 20,376
Other noncurrent liabilities ................................ 157,336 178,738
----------- -----------
Total non-current liabilities ................. 752,195 741,463
----------- -----------
Mandatorily redeemable trust convertible preferred securities 258,750 258,750
Stockholders' investment:
Preferred stock ...................................... -- --
Common stock ......................................... 470 463
Warrants to acquire common stock ..................... 2,000 2,000
Additional paid-in capital ........................... 434,799 426,471
Retained earnings .................................... 238,138 177,434
Accumulated other comprehensive income - cumulative
translation adjustment ............................. (591) 428
----------- -----------
Total stockholders' investment ................. 674,816 606,796
----------- -----------
$ 2,041,972 $ 1,936,167
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated statements.
-5-
<PAGE>
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS - UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 60,704 $ 42,566
Adjustments to reconcile net income to net cash provided by
Operating activities -
Depreciation and amortization 49,585 41,969
Changes in other operating items (44,064) 6,952
--------- ---------
Net cash provided by operating activities 66,225 91,487
--------- ---------
INVESTING ACTIVITIES:
Acquisitions and investment in joint venture (10,622) (82,231)
Capital expenditures, net (106,630) (70,696)
Change in restricted cash 2,677 5,284
--------- ---------
Net cash used in investing activities (114,575) (147,643)
--------- ---------
FINANCING ACTIVITIES:
Proceeds from borrowings 857,426 525,553
Repayment of debt (820,083) (673,332)
Proceeds from issuance of stock 8,450 1,608
Proceeds from issuance of preferred securities -- 251,350
Other, net -- 514
--------- ---------
Net cash provided by financing activities 45,793 105,693
--------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS (2,557) 49,537
CASH AND CASH EQUIVALENTS:
Beginning of period 3,434 --
--------- ---------
End of period $ 877 $ 49,537
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated statements.
-6-
<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 1998 Annual Report Form 10-K
for the year ended December 31, 1998.
Revenues and operating results for the three and six months ended June 30,
1999 are not necessarily indicative of the results to be expected for the
full year.
2. Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
June 30, 1999 Dec. 31, 1998
--------------- ---------------
<S> <C> <C>
Raw materials $34,622 $26,787
Work in process 20,703 27,734
Finished goods 25,394 22,392
------- -------
$80,719 $76,913
------- -------
------- -------
</TABLE>
3. On June 3, 1998, Tower Automotive Capital Trust (the "Issuer"), a wholly
owned statutory business trust of the Company, completed the offering of
$258.8 million of its 6 3/4% Trust Convertible Preferred Securities
("Preferred Securities"), resulting in net proceeds of approximately $251.3
million. The Preferred Securities are redeemable, in whole or in part, on
or after June 30, 2001 and all Preferred Securities must be redeemed no
later than June 30, 2018. The Preferred Securities are convertible, at the
option of the holder, into common stock of the Company at a rate of 1.6280
shares of common stock for each Preferred Security, which is equivalent to
a conversion price of $30.713 per share. The net proceeds of the offering
were used to repay outstanding indebtedness.
No separate financial statements of the Issuer have been included herein.
The Company does not consider that such financial statements would be
material to holders of Preferred Securities because (i) all of the voting
securities of the Issuer are owned, directly or indirectly, by the Company,
a reporting company under the Exchange Act, (ii) the Issuer has no
independent operations and exists for the sole purpose of issuing
securities representing undivided beneficial interests in the assets of the
Issuer and investing the proceeds thereof in 6 3/4% Convertible
Subordinated Debentures due June 30, 2018 issued by the Company and (iii)
the obligations of the Issuer under the Preferred Securities are fully and
unconditionally guaranteed by the Company.
4. 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.
5. Basic earnings per share were computed by dividing net income by the
weighted average number of common shares outstanding during the respective
quarters. Diluted earnings per share were determined on the assumptions:
(i) the Edgewood notes were converted at the beginning of the respective
periods, (ii) the Convertible Subordinated Notes were converted at the
beginning of the respective periods, and (iii) the Preferred Securities
were converted upon issuance on June 3, 1998 as follows (in thousands,
except per share data):
-7-
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net income $32,628 $23,746 $60,704 $42,566
Interest expense on Edgewood notes,
net of tax 9 21 20 31
Interest expense on Convertible
Subordinated Notes, net of tax 1,627 1,627 3,254 3,254
Dividends on Preferred Securities,
net of tax 2,619 640 5,242 640
------- ------- ------- -------
Net income applicable to common
stockholders -- diluted $36,883 $26,034 $69,220 $46,491
------- ------- ------- -------
------- ------- ------- -------
Weighted average number of
common shares outstanding 46,965 46,204 46,766 46,142
Dilutive effect of outstanding stock
options and warrants after
application of the treasury
stock method 705 600 687 539
Dilutive effect of Edgewood notes,
assuming conversion 319 540 360 554
Dilutive effect of Convertible
Subordinated Notes,
assuming conversion 7,730 7,730 7,730 7,730
Dilutive effect of Preferred
Securities, assuming conversion 8,424 2,059 8,424 1,030
------- ------- ------- -------
Diluted shares outstanding 64,143 57,133 63,967 55,995
------- ------- ------- -------
------- ------- ------- -------
Basic earnings per share $ 0.69 $ 0.51 $ 1.30 $ 0.92
------- ------- ------- -------
------- ------- ------- -------
Diluted earnings per share $ 0.58 $ 0.46 $ 1.08 $ 0.83
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
6. Long-term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------- -----------
<S> <C> <C>
Revolving credit facility $ 294,571 $ 257,563
Industrial development revenue bonds 43,765 43,765
Edgewood notes 969 1,636
Italian Stand Alone Demand Borrowings 12,268 10,889
Other 18,251 16,412
--------- ---------
369,824 330,265
Less-current maturities (18,776) (13,686)
--------- ---------
Total long-term debt $ 351,048 $ 316,579
--------- ---------
--------- ---------
</TABLE>
The Company has a Credit Agreement, which includes a revolving credit
facility that provides for borrowings of up to $750 million on an unsecured
basis with a letter of credit sublimit of $75 million. In addition, under
the terms of the revolving credit facility, the equivalent of up to $85
million in borrowings can be denominated in foreign currency. As of June
30, 1999, approximately $60 million of the outstanding borrowings are
denominated in Italian lira. 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 Agreement has a final
maturity of April 2003. Interest on the credit facility is at the prime
rate or LIBOR plus a margin ranging from 17 to 50 basis points depending
upon the ratio of the consolidated indebtedness of the Company to its total
capitalization. The weighted average interest rate for such borrowings was
6.3% for the six months ended June 30, 1999.
-8-
<PAGE>
The Credit Agreement requires the Company to meet certain financial tests,
including but not limited to a minimum interest coverage, maximum
debt/capital, maximum leverage and maximum senior leverage ratio. As of
June 30, 1999 the Company was in compliance with all debt covenants.
During June of 1999, the Company terminated its position in interest
rate swaps in the notional amount of $300 million, resulting in a gain
of $0.5 million. The swaps were held as a hedge to convert floating rate
indebtedness to fixed rate indebtedness without changing the underlying
debt instrument. The Company believes that over the life of the
revolving credit facility, interest rates will continue to remain
stable, decreasing the effectiveness of the interest swap, and
therefore, terminated the hedge.
7. On March 11, 1998, the Company acquired a 40 percent equity interest in
Caterina, a supplier of structural stampings and assemblies to the
Brazilian automotive market. In addition, the Company also has the right to
acquire the remaining 60 percent of the equity of Caterina in the future.
The Company paid approximately $48 million for its initial equity interest.
This investment added Volkswagen and Mercedes as new customers.
Effective July 1, 1998, the Company acquired IMAR, S.r.L. ("IMAR") and
OSLAMT S.p.A. ("OSLAMT"). 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. In July 1999 the Company paid the additional amount of $15
million in connection with this agreement.
On August 31, 1998, the Company sold its hinge business (the "Hinge
Business") to Dura Automotive Systems, Inc. for net proceeds of
approximately $36.9 million which approximated the book value of the net
assets sold. The net proceeds were used to repay outstanding indebtedness
under the revolving credit facility.
Additional purchase liabilities recorded in connection with certain
acquired facilities included approximately $19.1 million for costs
associated with facility shutdown and consolidation activities and $8.9
million for general and payroll-related costs primarily for planned
employee termination activities. Liabilities of approximately $18.5
million for related facility shutdown costs remained as of December 31,
1998 and June 30, 1999. Liabilities of $3.2 million and $1.6 million for
payroll related costs remained as of December 31, 1998 and June 30,
1999, respectively. The timing of facility shutdown and consolidation
activities has been adjusted to reflect customer concerns with supply
interruption. These reserves have been utilized as originally intended
and management believes the liabilities recorded for shutdown and
consolidation activities are adequate but not excessive as of June 30,
1999.
Additional purchase liabilities were recorded in the second quarter of
1999 in connection with the acquisition of IMAR for planned severance
and payroll related costs of approximately $1.1 million. As of June 30,
1999, no severance costs have been paid.
8. Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." This statement established standards for reporting
and display of comprehensive income and its components. Comprehensive
income reflects the change in equity of a business enterprise during a
period from transactions and other events and circumstances from non-owner
sources. For the Company, comprehensive income represents net income
adjusted for foreign currency translation adjustments. Comprehensive income
was approximately $34 million and $24 million for the three months ended
June 30, 1999 and 1998, respectively, and approximately $60 million and $43
million for the six months ended June 30, 1999 and 1998, respectively.
9. SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," becomes effective for the years beginning after June 15, 2000.
SFAS No. 133 establishes accounting and reporting standards requiring that
every derivative instrument, including certain derivative instruments
embedded in other contracts, be recorded in the balance sheet as either an
asset or liability measured at its fair value. SFAS No. 133 requires that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge criteria are met. Special accounting for qualifying
hedges allow a derivative's gains or losses to offset related results on
the hedged item in the income statement and requires that a company must
formally document, designate and assess the effectiveness of transactions
that receive hedge accounting. The Company has not yet quantified the
impact of adopting SFAS No. 133 and has not yet determined the timing of
adoption.
-9-
<PAGE>
In April 1998, the Financial Accounting Standards Board issued Statement of
Position (SOP) No. 98-5, "Reporting on the Costs of Start-Up Activities,"
effective for fiscal years beginning after December 15, 1998. SOP 98-5
requires the expensing of start-up activities as incurred, versus
capitalizing and expensing them over a period of time. The Company adopted
SOP 98-5 during the first quarter of 1999 and has determined its effect is
not material to the results of operations.
10. Supplemental cash flow information (in thousands):
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
---------------------------------- ---------------------------------
1999 1998 1999 1998
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Cash paid for -
Interest $4,949 $8,479 $13,991 $22,606
Income taxes $6,909 $4,450 $10,256 $5,208
</TABLE>
11. On July 29, 1999, the Company acquired all of the outstanding stock of
Active Tool Corporation and Active Products Corporation ("Active") for
total approximate consideration of $315 million. Active, which has five
facilities, designs and produces a variety of large unexposed structural
stampings, exposed surface panels, and modules to the North American
automotive industry. Active's main customers include DaimlerChrysler, Ford,
General Motors, and Saturn. Products offered by Active include body sides,
pickup box sides, fenders, floor pan assemblies, door panels, pillars, and
heat shields. The acquisition of Active enhances the Company's ability to
manufacture large and complex structures, as well as exposed surface
panels. The acquisition was financed under the Company's revolving credit
facility.
-10-
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1999 TO THE THREE MONTHS ENDED
JUNE 30, 1998
REVENUES -- Revenues for the second quarter of 1999 were $530.7 million,
compared to $465.9 million for the prior period. The increase is due to
incremental new business of approximately $55.5 million, including business
relating to the Ford LS/Jaguar, Ford Explorer, Dodge Durango, Freightliner and
the Chrysler LH line, $15.3 million relating to the acquisitions of IMAR, S.r.L.
("IMAR") and OSLAMT, S.p.A. ("OSLAMT"), offset by a decline of $19.0 million
relating primarily to the sale of the Hinge Business. The General Motors strike
had the effect of reducing revenues in the 1998 period by approximately $13
million.
COST OF SALES -- Cost of sales as a percentage of revenues for the second
quarter of 1999 was 83.6% compared to 84.8% for the prior period. The
improvement in gross profit was primarily due to increased production volumes
and product mix on light truck, sport utility and other models served by the
Company. The expected improvement from increased production was offset by
inefficiencies caused by customer demand exceeding planned capacity at
certain locations, resulting in weekend overtime to meet production.
S, G & A EXPENSES -- Selling, general and administrative expenses increased to
$24.6 million, or 4.6% of revenues, for the second quarter of 1999 compared to
$20.8 million, or 4.5% of revenues for the prior period. The increased expense
was due primarily to incremental costs associated with the Company's
acquisitions of IMAR and OSLAMT of $1.2 million, increased engineering and
program development costs related to new business of approximately $2.0 million,
and the write off of $1.1 million of expenses relating to unsuccessful
acquisition efforts. This increase was offset partially by the realization of a
gain of $0.5 million on the cash settlement of amounts due under the interest
rate swap agreement during June 1999.
AMORTIZATION EXPENSE -- Amortization expense for the second quarter of 1999 was
$3.7 million compared to $3.3 million for the prior period. The increase was due
to amortization related to the costs associated with the June 1998 offering of
$258.8 million of 6 3/4% Trust Convertible Preferred Securities ("Preferred
Securities") and incremental goodwill amortization related to the acquisitions
of IMAR and OSLAMT.
INTEREST EXPENSE -- Interest expense for the second quarter of 1999 was $7.3
million compared to $12.7 million for the prior period. Interest expense was
affected by (i) increased borrowings to fund the Company's acquisition of IMAR
and OSLAMT in July 1998, and (ii) the proceeds from the June 1998 offering of
Preferred Securities, which were used to reduce borrowings under the Company's
revolving credit facility.
INCOME TAXES -- The effective income tax rate was 40% for the second quarter of
1999 and 1998. The effective rates differed from the statutory rates primarily
as a result of state taxes and non-deductible goodwill amortization.
EQUITY IN EARNINGS OF JOINT VENTURES -- Equity in earnings of joint ventures for
the second quarter of 1999 and 1998 represents the Company's share of the
earnings from its joint venture interests in Metalsa, Caterina and Tower Golden
Ring.
MINORITY INTEREST -- Minority interest for the second quarter of 1999 and 1998
represents dividends, net of income tax benefits, on the Preferred Securities.
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1999 TO THE SIX MONTHS ENDED
JUNE 30, 1998
REVENUES -- Revenues for the six months ended June 30, 1999 were $1,029.3
million, compared to $923.0 million for the six months ended June 30, 1998. The
increase is due to net new business of approximately $101.9 million. The new
business related primarily to the Ford Explorer, F-Series pick-up, Ranger and
LS/Jaguar lines, Dodge Durango and Dakota, and the Chrysler LH. The increase of
$30.4 million relating to the acquisitions of IMAR and OSLAMT was offset by
$39.0 million relating to the sale of the Hinge Business. The General Motors
strike had the effect of reducing revenues in the 1998 period by approximately
$13 million.
-11-
<PAGE>
COST OF SALES -- Cost of sales as a percentage of revenues for the six months
ended June 30, 1999 was 83.8% compared to 85.5% for the six months ended June
30, 1998. Expected improvement in gross profit was due to increased
production volumes and product mix on light truck, sport utility and other
models served by the Company. The expected improvement from increased
production was offset by inefficiencies caused by customer demand exceeding
planned capacity at certain locations, resulting in weekend overtime to meet
production.
S, G & A EXPENSES -- Selling, general and administrative expenses increased to
$47.0 million, or 4.6% of revenues, for the six months ended June 30, 1999
compared to $42.0 million, or 4.5% of revenues, for the six months ended June
30, 1998. The increased expense was due to incremental costs associated with the
Company's acquisitions of IMAR and OSLAMT of $1.7 million and increased
engineering and program development costs related to new business of
approximately $4.1 million. Additionally the Company wrote off certain expenses
of approximately $1.1 million relating to unsuccessful acquisition efforts. This
increase was offset partially by the realization of gains totaling $1.9 million
on the cash settlement of amounts due under the interest rate swap and lock
agreements during the first six months of 1999.
AMORTIZATION EXPENSE -- Amortization expense for the six months ended June 30,
1999 was $7.2 million compared to $6.6 million for the six months ended June 30,
1998. The increase was due to amortization related to the costs associated with
the June 1998 offering of the Preferred Securities and incremental goodwill
amortization related to the acquisitions of IMAR and OSLAMT.
INTEREST EXPENSE -- Interest expense for the six-month period ended June 30,
1999 was $14.5 million compared to $24.6 million for the six months ended June
30, 1998. Interest expense was affected by (i) increased borrowings incurred to
fund the Company's joint venture interests in Caterina in March 1998, (ii)
increased borrowings to fund the Company's acquisition of IMAR and OSLAMT in
July 1998, and (iii) the proceeds from the June 1998 offering of Preferred
Securities, which were used to reduce borrowings under the Company's revolving
credit facility.
INCOME TAXES -- The effective income tax rate was 40% for the six months ended
June 30, 1999 and 1998. The effective rates differed from the statutory rates
primarily as a result of state taxes and non-deductible goodwill amortization.
EQUITY IN EARNINGS OF JOINT VENTURES -- Equity in earnings of joint ventures for
the first six months of 1999 and 1998 represents the Company's share of the
earnings from its joint venture interests in Metalsa, Caterina and Tower Golden
Ring.
MINORITY INTEREST -- Minority interest for the first six months of 1999 and 1998
represents dividends, net of income tax benefits, on the Preferred Securities.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a credit agreement, which includes a revolving credit facility
that provides for borrowings of up to $750 million on an unsecured basis, with a
letter of credit sublimit of $75 million. In addition, under the terms of the
credit facility, the equivalent of up to $85 million in borrowings can be
denominated in foreign currency. As of June 30, 1999 approximately $60 million
of the $294.6 million outstanding borrowings under the revolving credit facility
are denominated in Italian lira. 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 a
margin ranging from 17 to 50 basis points depending upon the ratio of the
consolidated indebtedness of the Company to its total capitalization. The
weighted average interest rate for such borrowings was 6.3% for the six months
ended June 30, 1999.
The Credit Agreement requires the Company to meet certain financial tests,
including but not limited to minimum interest coverage, maximum debt/capital,
maximum leverage and maximum senior leverage ratio as detailed below. As of June
30, 1999 the Company was in compliance with all debt covenants.
-12-
<PAGE>
<TABLE>
<CAPTION>
SENIOR
INTEREST COVERAGE DEBT/CAPITAL LEVERAGE LEVERAGE
----------------- ------------ -------- --------
PERIODS RATIO (1) RATIO (2) RATIO (3) RATIO (4)
------- --------- -------- --------- ---------
<S> <C> <C> <C> <C>
12/31/98 - 12/30/1999 2.50 to 1.00 60% 4.50 to 1.00 3.50 to 1.00
12/31/99 - 12/30/2000 2.75 to 1.00 55% 4.25 to 1.00 3.25 to 1.00
12/31/2000 - thereafter 3.00 to 1.00 50% 4.00 to 1.00 3.00 to 1.00
</TABLE>
- --------------------------
(1) Interest Coverage Ratio means the ratio of EBIT (as defined) to
consolidated interest expense.
(2) Debt/Capital Ratio means the ratio of total indebtedness of the Company to
the sum of the Company's stockholders' investment plus total indebtedness
of the Company.
(3) Leverage Ratio means the ratio of total indebtedness of the Company to
EBITDA (as defined).
(4) Senior Leverage Ratio means the ratio of total indebtedness of the
Company, excluding subordinated indebtedness and the Convertible Notes and
Debentures, to EBITDA (as defined).
The Credit Agreement also contains certain negative covenants that restrict,
among other things, the ability of the Company to: (i) incur any liens and other
encumbrances; (ii) sell, assign, lease or transfer assets; (iii) consolidate or
merge with another person; (iv) make loan or make any investment in any person;
(v) incur any additional indebtedness; (vi) engage in transactions with
affiliates; (vii) incur any contingent obligations; (viii) enter into any joint
venture; (ix) enter into any obligations for the payment of rent for any
property under a lease or agreement to lease; declare or make any dividend
payment or other distribution of assets, properties, cash, rights, obligations
or securities on account of any shares of its capital stock, or purchase, redeem
or otherwise acquire or retire for value any subordinated indebtedness or any
shares of its capital stock; (x) engage in a prohibited transaction or violation
of the fiduciary responsibility rules with respect to any employee benefit plan
qualified under ERISA which has resulted or could reasonably be expected to
result in liability in an aggregate amount in excess of 10% of the Company's
tangible net worth; and (xi) engage in any material line of business
substantially different from their existing lines of business.
Effective July 1, 1998, the Company acquired IMAR, S.r.L. ("IMAR") and OSLAMT
S.p.A. ("OSLAMT"). 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. In July 1999 the Company paid the
additional amount of $15 million in connection with this agreement.
On July 29, 1999 the Company acquired all of the outstanding stock of Active
Tool Corporation and Active Products Corporation ("Active") for total
approximate consideration of $315 million. Active, which has five facilities,
designs and produces a variety of large unexposed structural stampings, exposed
surface panels, and modules to the North American Automotive Industries.
Active's main customers include DaimlerChrysler, Ford, General Motors, and
Saturn. Products offered by Active include body sides, pickup box sides,
fenders, floor pan assemblies, door panels, pillars, and heat shields. The
acquisition of Active enhances the Company's ability to manufacture large and
complex structures, as well as exposed surface panels. The acquisition was
financed under the Company's revolving credit facility.
These acquisitions have 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 dates of the acquisitions. The excess of
the purchase price over the fair value of the assets acquired and liabilities
assumed has been recorded as goodwill. Results of operations for these
acquisitions have been included in the accompanying consolidated financial
statements since the dates of acquisition.
On March 11, 1998, the Company acquired a 40 percent equity interest in
Metalurgica Caterina S.A. ("Caterina"), a supplier of structural stampings and
assemblies to the Brazilian automotive market. In addition, the Company has the
right to acquire the remaining 60 percent of the equity of Caterina. The Company
paid approximately $48 million for its initial equity interest which was
financed with borrowings under the Company's revolving credit facility. This
investment added Volkswagen and Mercedes-Benz as new customers in Brazil.
-13-
<PAGE>
On August 31, 1998, the Company sold its hinge business (the "Hinge Business")
to Dura Automotive Systems, Inc. for net proceeds of approximately $36.9 million
which approximated the book value of the net assets sold. The net proceeds were
used to repay outstanding indebtedness under the revolving credit facility.
The Company is a 40% partner in Metalsa S. de R.L. ("Metalsa") with Promotora de
Empresas Zano, S.A. de C.V. ("Proeza"). The partnership agreement provides
additional amounts of up to $45 million payable based upon net earnings of
Metalsa during 1998, 1999, and 2000. Based upon Metalsa's 1998 net earnings, the
Company paid Proeza approximately $9.0 million in additional consideration
during the second quarter of 1999.
During the first six months of 1999, the Company generated $66.2 million of cash
from operations. This compares with $91.5 million provided during the same
period in 1998. Cash provided by net income, depreciation and amortization was
$110.3 million and $84.5 million for 1999 and 1998, respectively. Cyclical
working capital requirements related to customer tooling receivables during the
launch phase accounted for approximately $28 million of the operating change in
1999.
Net cash used in investing activities was $114.5 million during the first six
months of 1999 as compared to $147.6 million in the prior period. Net capital
expenditures totaled $106.6 million and $70.7 million for the comparable 1999
and 1998 periods, respectively. In 1998, acquisitions and investments in joint
ventures was approximately $80.6 million.
Net cash provided by financing activities totaled $45.8 million for the first
six months of 1999 compared with $105.7 million in the prior period.
At June 30, 1999, the Company had unused borrowing capacity of $455.4 million,
under its most restrictive debt covenant. The Company believes the borrowing
availability under its credit agreement, together with funds generated by
operations, should provide liquidity and capital resources to pursue its
business strategy for the foreseeable future, with respect to working capital,
capital expenditures, and other operating needs. The Company estimates its 1999
capital expenditures will approximate $200 million. Under present conditions,
management does not believe access to funds will restrict its ability to pursue
its acquisition strategy.
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 increased until a model changeover, the effects of inflation
must be offset by productivity improvements and volume from new business awards.
MARKET RISK
The Company is exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. The Company's policy is not to enter into
derivatives or other financial instruments for trading or speculative purposes.
The Company enters into financial instruments to manage and reduce the impact of
changes in interest rates.
At June 30, 1999, Tower Automotive had debt totaling $569.8 million. Of this
amount, $200 million represents fixed debt and $369.8 million represents
floating rate debt. For fixed rate debt, interest rate changes affect the fair
market value but do not impact earnings and cash flows. Conversely for floating
rate debt, interest rate changes generally do not affect the fair market value
but do impact future earnings and cash flows, assuming other factors are held
constant (such as foreign exchange rates and debt levels). Based on debt levels
at June 30, 1999, a one percentage point change in interest rates would have a
net change in the unrealized fair market value of the fixed rate debt of
approximately $5.7 million. The pre-tax earnings and cash flows impact for the
next year resulting from a one percentage point increase in interest rates on
variable rate debt would be approximately $3.7 million, holding other variables
constant.
-14-
<PAGE>
During June of 1999, the Company terminated its position in interest rate
swaps in the notional amount of $300 million, resulting in a gain of $0.5
million. The swaps were held as a hedge to convert floating rate indebtedness
to fixed rate indebtedness without changing the underlying debt instrument.
The Company believes that over the life of the revolving credit facility,
interest rates will continue to remain stable, decreasing the effectiveness
of the interest swap, and therefore, terminated the hedge.
FOREIGN CURRENCY TRANSACTIONS
A portion of Tower Automotive's revenues was derived from manufacturing
operations in Europe. The results of operations and financial position of the
Company's operations in Europe are principally measured in its respective
currency and translated into U. S. dollars. The effects of foreign currency
fluctuations in Europe are somewhat mitigated by the fact that expenses are
generally incurred in the same currency in which revenues are generated. The
reported income of these subsidiaries will be higher or lower depending on a
weakening or strengthening of the U. S. dollar against the respective foreign
currency.
A portion of Tower Automotive's assets is based in its foreign operations and is
translated into U. S. dollars at foreign currency exchange rates in effect as of
the end of each period, with the effect of such translation reflected as a
separate component of stockholders' investment. Accordingly, the Company's
consolidated stockholders' investment will fluctuate depending upon the
weakening or strengthening of the U. S. dollar against the respective foreign
currency.
The Company's strategy for management of currency risk relies primarily upon
conducting its operations in a country's respective currency and may, from time
to time, engage in hedging programs intended to reduce the Company's exposure to
currency fluctuations. There are no foreign currency hedges outstanding during
the periods presented.
YEAR 2000
The Company is currently working to resolve the potential impact of the year
2000 ("Y2K") on the processing of date-sensitive information by the Company's
computerized and embedded systems. Any of the Company's programs that have
date-sensitive software may recognize the year "00" as 1900 rather than the year
2000. This could result in miscalculations, classification errors or system
failures.
Based on the information available to date, none of the Company's products
contain software or embedded date related logic. Therefore, the Company does not
anticipate any significant readiness problems with respect to its products.
Most of the Company's facilities have completed the inventory and assessment of
their internal information technology ("IT") and non-IT systems (including
business, operating, facilities and factory floor systems). Much of the
remediation required was completed during 1998. Remediation may include repair,
replacement, upgrading or retirement of specific systems and components, with
priorities based on a business risk assessment. The Company's known remediation
activities were substantially completed in the second quarter of 1999, except
for business systems software in Milwaukee, which is expected to be complete in
the third quarter of 1999. Contingency plans, as needed, will be completed
before the end of 1999.
The Company is currently assessing Y2K issues associated with its suppliers by
working with the Automotive Industry Action Group ("AIAG"), an industry trade
association. As the critical supplier assessments are completed, the Company
will develop contingency plans, where feasible and needed, to address the risks
which are identified. Although such plans have not been developed yet, they
might include resourcing materials or building inventory banks.
The most reasonably likely worst case scenario that the Company currently
anticipates with respect to Y2K is the failure of some of its suppliers,
including utilities suppliers, to be ready. This could cause a temporary
interruption of materials or services that the Company needs to make its
products, which could result in delayed shipments to customers and lost sales
and profits for the Company.
The Company has spent approximately $1.4 million on Y2K activities to date and
anticipates that it will incur additional future costs not to exceed $0.6
million in total in addressing Y2K issues.
-15-
<PAGE>
The outcome of the Company's Y2K program is subject to a number of risks and
uncertainties, some of which (such as the availability of qualified personnel
and the Y2K preparation of third parties) are beyond its control. Therefore,
there can be no assurances that the Company will not incur material remediation
costs beyond the above anticipated future costs, or that the Company's business,
financial condition, or results of operations will not be significantly impacted
if Y2K problems with its systems, or with the products or systems of other
parties with whom it does business, are not resolved in a timely manner.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
becomes effective for the years beginning after June 15, 2000. SFAS No. 133
establishes accounting and reporting standards requiring that every derivative
instrument, including certain derivative instruments embedded in other
contracts, be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge criteria are met. Special accounting for qualifying hedges allow a
derivative's gains or losses to offset related results on the hedged item in the
income statement and requires that a company must formally document, designate
and assess the effectiveness of transactions that receive hedge accounting. The
Company has not yet quantified the impact of adopting SFAS No. 133 and has not
yet determined the timing of adoption.
In April 1998, the Financial Accounting Standards Board issued Statement of
Position (SOP) No. 98-5, "Reporting on the Costs of Start-Up Activities,"
effective for fiscal years beginning after December 15, 1998. SOP 98-5 requires
the expensing of start-up activities as incurred, versus capitalizing and
expensing them over a period of time. The Company adopted SOP 98-5 during the
first quarter of 1999 and has determined its effect is not material to the
results of operations.
FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical fact, included in this Form
10-Q, including without limitation the statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" are, or may be
deemed to be, forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended. When used in this Form 10-Q, the words "anticipate," "believe,"
"estimate," "expect," "intends," and similar expressions, as they relate to the
Company, are intended to identify forward-looking statements. Such
forward-looking statements are based on the beliefs of the Company's management
as well as on assumptions made by and information currently available to the
Company at the time such statements were made. Various economic and competitive
factors could cause actual results to differ materially from those discussed in
such forward-looking statements, including factors which are outside the control
of the Company, such as risks relating to: (i) the degree to which the Company
is leveraged; (ii) the Company's reliance on major customers and selected
models; (iii) the cyclicality and seasonality of the automotive market; (iv) the
failure to realize the benefits of recent acquisitions and joint ventures; (v)
obtaining new business on new and redesigned models; (vi) the Company's ability
to continue to implement its acquisition strategy; and (vii) the highly
competitive nature of the automotive supply industry. All subsequent written and
oral forward-looking statements attributable to the Company or persons acing on
behalf of the Company are expressly qualified in their entirety by such
cautionary statements.
-16-
<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:
The registrant held its Annual Meeting of Stockholders on May 25,
1999. Proxies for the meeting were solicited pursuant to Regulation
14. There was no solicitation in opposition to management's nominees
for directors as listed in the Proxy Statement and all such nominees
(S.A. Johnson, Dugald K. Campbell, Kim B. Clark, F.J. Loughrey, James
R. Lozelle, Scott D. Rued and Enrique Zambrano) were elected. Of the
41,129,200 shares voted, at least 40,990,622 shares granted authority
to vote for these directors and no more than 138,578 abstaining votes
were cast.
The Tower Automotive, Inc. Long-Term Incentive Plan was approved by the
stockholders. A total of 24,630,119 affirmative votes, 13,925,934
negative votes and 39,265 abstaining votes were cast.
The Tower Automotive, Inc. Key Leadership Deferred Income Stock
Purchase Plan was approved by the stockholders. A total of 35,880,307
affirmative votes, 2,672,029 negative votes and 42,982 abstaining
votes were cast.
The retention of Arthur Andersen LLP as independent public accountants
of the Company was approved by the stockholders. A total of 41,108,025
affirmative votes, 9,436 negative votes and 11,739 abstaining votes
were cast.
Item 5. Other Information:
None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
12.1 Statement and Computation of Ratio of Earnings to Fixed Charges.
27.1 Financial Data Schedule.
(b) During the quarter for which this report is filed, the Company
filed the following Form 8-K Current Reports with the Securities
and Exchange Commission:
1. The Company's current report on Form 8-K dated April 27,
1999 (Commission File No. 1-12733).
-17-
<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: August 13, 1999 By /s/ Anthony A. Barone
------------------------------------------------
Anthony A. Barone
Vice President, Chief Financial Officer
(principal accounting and financial
officer)
-18-
<PAGE>
EXHIBIT 12.1
TOWER AUTOMOTIVE, INC.
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Six Months
Year Ended December 31 Ended
------------------------------------------------------------ June 30,
1994 1995 1996 1997 1998 1999
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Income before income
taxes and extraordinary
item...................... $ 12,403 $ 20,121 $ 34,337 $ 80,741 $135,353 $ 97,752
Net fixed charges (1)....... 2,351 2,501 8,551 44,385 52,217 19,901
-------- -------- -------- -------- -------- --------
Total earnings.............. $ 14,754 $ 22,622 $ 42,888 $125,126 $187,570 $ 77,851
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
Fixed charges:
Interest expense............ $ 1,956 $ 2,027 $ 7,636 $ 36,651 $ 42,506 $ 14,820
Capitalized interest........ -- 1,157 -- 3,409 3,732 3,630
Interest factor of rental
expense (2)............... 271 311 660 6,255 7,352 3,915
Amortization of debt
expense................... 124 163 255 1,479 2,359 1,166
Dividends on trust
preferred securities...... -- -- -- -- 9,800 8,733
-------- -------- -------- -------- -------- --------
Total fixed charges......... $ 2,351 $ 3,658 $ 8,551 $ 47,794 $ 65,749 $ 32,264
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
Earnings to fixed charges... 6.3 6.2 5.0 2.6 2.9 2.4
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
</TABLE>
- -----------------------------
(1) Net fixed charges represents total fixed charges less capitalized
interest and dividends on trust preferred securities.
(2) The interest factor of rental expense has been calculated using the
rate implied pursuant to the terms of the rental agreements. For the
periods presented, the interest factor ranged from 30% to 55% of total
rental expense.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENT OF OPERATIONS FOUND ON PAGES 3 THROUGH
5 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 877
<SECURITIES> 0
<RECEIVABLES> 309,371
<ALLOWANCES> 0
<INVENTORY> 80,719
<CURRENT-ASSETS> 473,701
<PP&E> 1,064,568
<DEPRECIATION> 178,459
<TOTAL-ASSETS> 2,041,972
<CURRENT-LIABILITIES> 356,211
<BONDS> 0
0
0
<COMMON> 470
<OTHER-SE> 674,346
<TOTAL-LIABILITY-AND-EQUITY> 2,041,972
<SALES> 1,029,252
<TOTAL-REVENUES> 1,029,252
<CGS> 862,776
<TOTAL-COSTS> 862,776
<OTHER-EXPENSES> 54,195
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,529
<INCOME-PRETAX> 97,752
<INCOME-TAX> 39,101
<INCOME-CONTINUING> 58,651
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 60,704
<EPS-BASIC> 1.30
<EPS-DILUTED> 1.08
</TABLE>
