<PAGE>
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): FEBRUARY 2, 1999
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 February 2, 1999, the Registrant issued a press release disclosing its
fourth 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
Press release dated February 2, 1999 - Tower Automotive, Inc.,
Announces Increased Fourth-Quarter and Year-End Results
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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: FEBRUARY 3, 1999 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: February 2, 1999
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 FOURTH-QUARTER AND YEAR-END RESULTS
MINNEAPOLIS, February 2 -- Tower Automotive, Inc. (NYSE: TWR), today
announced increased operating results for the fourth quarter and year ended
December 31, 1998. Earnings per share for the quarter and year ended December
31, 1997 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 fourth quarter of 1998, revenues were $469 million, an 8 percent
increase compared with $434 million in the 1997 period. Operating income rose
24 percent to $51 million from $41 million reported last year. Net income for
the fourth quarter of 1998 was $27 million, or 50 cents per diluted share
outstanding, versus $17 million, or 34 cents per diluted share, in the
comparable 1997 period.
For the year ended December 31, 1998, revenues were more than $1.8 billion
compared with $1.2 billion last year. Operating income rose to $176 million
from $110 million reported last year. Net income was $88 million, or $1.68 per
diluted share outstanding in 1998, versus $49 million, or $1.14 per diluted
share, in 1997, before the effects of a $2.4 million extraordinary loss on early
extinguishment of debt.
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In commenting on results, Dugald K. Campbell, president and chief executive
officer of Tower Automotive, said, "Tower Automotive had its best year ever by
quite a margin. Earnings per share for the quarter and full year were up 47
percent reflecting the strong base of car and light truck models that we serve,
together with the results of our ongoing integration efforts and more robust
business processes at APC. The performance measures that we use to judge
ourselves internally also showed substantial progress and, most importantly, we
were able to please our customers with innovative new ideas for technology
advances and cost improvement opportunities. Finally, we finished the year with
a strong balance sheet and clear capability to pursue our future growth
objectives."
Tower Automotive, Inc., produces a broad range of assemblies and modules
for vehicle structures and suspension systems for the automotive manufacturers,
including Ford, DaimlerChrysler, 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 is based in Grand Rapids,
Mich., and has its corporate office in Minneapolis, Minn.
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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 Dec. 31, Year Ended Dec. 31,
--------------------------- --------------------------
1998 1997 1998 1997
---------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 468,625 $ 433,933 $ 1,836,479 $ 1,235,829
Cost of sales 395,345 369,154 1,562,167 1,058,720
---------- --------- ----------- -----------
Gross profit 73,280 64,779 274,312 177,109
Selling, general and administrative
expenses 19,201 19,505 85,169 57,869
Amortization expense 3,438 4,290 13,472 9,537
---------- --------- ----------- -----------
Operating income 50,641 40,984 175,671 109,703
Interest expense, net 7,088 13,110 40,318 28,962
---------- --------- ----------- -----------
Income before provision for income
taxes 43,553 27,874 135,353 80,741
Provision for income taxes 17,421 11,150 54,143 32,290
---------- --------- ----------- -----------
Income before equity in earnings of
joint ventures and minority interest 26,132 16,724 81,210 48,451
Equity in earnings of joint ventures 3,695 227 12,708 227
Minority interest - dividends on trust
preferred securities (2,619) -- (5,878) --
---------- --------- ----------- -----------
Income before extraordinary item 27,208 16,951 88,040 48,678
Extraordinary loss on early
extinguishment of debt, net of tax -- -- -- 2,434
---------- --------- ----------- -----------
Net income $ 27,208 $ 16,951 $ 88,040 $ 46,244
---------- --------- ----------- -----------
---------- --------- ----------- -----------
Basic earnings per common share:
Income before extraordinary item $ 0.59 $ 0.37 $ 1.91 $ 1.20
Extraordinary item -- -- -- (0.06)
---------- --------- ----------- -----------
Net income $ 0.59 $ 0.37 $ 1.91 $ 1.14
---------- --------- ----------- -----------
---------- --------- ----------- -----------
Basic shares outstanding 46,280 45,958 46,204 40,720
---------- --------- ----------- -----------
---------- --------- ----------- -----------
Diluted earnings per common share:
Income before extraordinary item $ 0.50 $ 0.34 $ 1.68 $ 1.14
Extraordinary item -- -- -- (0.05)
---------- --------- ----------- -----------
Net income $ 0.50 $ 0.34 $ 1.68 $ 1.09
---------- --------- ----------- -----------
---------- --------- ----------- -----------
Diluted shares outstanding 63,491 54,776 59,711 45,202
---------- --------- ----------- -----------
---------- --------- ----------- -----------
</TABLE>
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TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31, December 31,
Assets 1998 1997
- ------------------------------------------------------------ ------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,434 $ -
Accounts receivable 239,888 219,256
Inventories 76,913 73,809
Prepaid tooling and other 125,268 78,217
----------- -----------
Total current assets 445,503 371,282
Property, plant and equipment, net 821,873 698,511
Restricted cash 2,677 7,902
Deferred income taxes - 14,108
Investments in joint ventures 209,625 147,188
Goodwill and other assets, net 465,898 441,097
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$ 1,945,576 $ 1,680,088
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Liabilities and Stockholders' Investment
- ------------------------------------------------------------
Current liabilities:
Current maturities of long-term debt and capital lease
obligations $ 18,191 $ 5,004
Accounts payable 214,194 143,902
Accrued liabilities 137,963 81,784
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Total current liabilities 370,348 230,690
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Long-term debt, net of current maturities 316,579 513,653
Obligations under capital leases, net of current maturities 25,770 30,281
Convertible subordinated notes 200,000 200,000
Other noncurrent liabilities 167,333 190,185
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Total noncurrent liabilities 709,682 934,119
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Mandatorily redeemable trust convertible preferred securities 258,750 -
Stockholders' investment:
Preferred stock - -
Common stock 463 460
Warrants to acquire common stock 2,000 2,000
Additional paid-in capital 426,471 423,403
Retained earnings 177,434 89,394
Accumulated other comprehensive income 428 22
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Total stockholders' investment 606,796 515,279
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$ 1,945,576 $ 1,680,088
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</TABLE>
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