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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): APRIL 17, 2000
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 April 17, 2000, the Registrant issued a press release disclosing its
first 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 April 17, 2000 - Tower Automotive Announces
Record Operating Results for the First 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: April 24, 2000 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: April 17, 2000
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 ANNOUNCES RECORD OPERATING RESULTS FOR THE FIRST QUARTER
MINNEAPOLIS, April 17 -- Tower Automotive, Inc. (NYSE: TWR), today
announced record operating results for the first quarter ended March 31, 2000.
For the first quarter of 2000, revenues were $685 million, a 37 percent
increase, compared with $499 million in the 1999 period. Operating income rose
33 percent to $72 million from $54 million reported last year. Net income for
the first quarter of 2000 was $37 million, or 65 cents per diluted share
outstanding, versus $28 million, or 51 cents per diluted share, in the
comparable 1999 period.
On February 22, 2000, and effective January 1, 2000, the company acquired
all of the outstanding shares of Dr. Meleghy GmbH & Co. KG Werkzeugbau und
Presswerk, Bergisch Gladbach ("Dr. Meleghy"). Dr. Meleghy designs and produces
structural stampings, assemblies, exposed surface panels and modules for the
European automotive industry. Dr. Meleghy operates three facilities in Germany
and one facility in both Hungary and Poland. Its main customers include
DaimlerChrysler, Audi, Volkswagen, Ford, Opel and BMW.
In commenting on first quarter results, Dugald K. Campbell, president and
chief executive officer of Tower Automotive, said, "Operational improvements at
the Active locations and our newly acquired Dr. Meleghy operations contributed
significantly to the overall increase in gross margin and earnings per share for
the quarter. Our operating results were also positively impacted by the effects
of continued strong sales on the light and medium truck, sport utility and car
models we serve."
Tower Automotive, Inc., produces a broad range of assemblies and modules
for vehicle structures and suspension systems for the automotive manufacturers,
including Ford, DaimlerChrysler, GM, Honda, Toyota, Nissan, Auto Alliance, Fiat,
BMW and Volkswagen. 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)
Three Months Ended Mar. 31,
---------------------------
2000 1999
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Revenues $ 685,364 $ 498,572
Cost of sales 573,642 419,125
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Gross profit 111,722 79,447
Selling, general and administrative
expenses 34,656 22,420
Amortization expense 5,099 3,450
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Operating income 71,967 53,577
Interest expense, net 13,197 7,267
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Income before provision for
Income taxes 58,770 46,310
Provision for income taxes 23,508 18,524
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Income before equity in earnings of
joint ventures and minority interest 35,262 27,786
Equity in earnings of joint ventures 4,480 2,913
Minority interest - dividends on trust
preferred securities, net (2,619) (2,623)
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Net income $ 37,123 $ 28,076
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Basic earnings per common share $ 0.79 $ 0.60
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Basic shares outstanding 46,964 46,567
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Diluted earnings per common share $ 0.65 $ 0.51
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Diluted shares outstanding 63,926 63,789
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TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
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Assets (unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 1,727 $ 3,617
Accounts receivable 443,144 353,351
Inventories 127,790 110,897
Prepaid tooling and other 97,657 90,191
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Total current assets 670,318 558,056
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Property, plant and equipment, net 1,154,868 1,075,861
Investments in joint ventures 300,886 290,705
Goodwill and other assets, net 692,627 627,928
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$ 2,818,699 $ 2,552,550
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Liabilities and Stockholders' Investment
Current liabilities:
Current maturities of long-term debt and capital lease
obligations $ 21,807 $ 13,876
Accounts payable 323,144 276,673
Accrued liabilities 124,917 140,567
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Total current liabilities 469,868 431,116
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Long-term debt, net of current maturities 868,470 699,678
Obligations under capital leases, net of current maturities 20,211 21,543
Convertible subordinated notes 200,000 200,000
Deferred income taxes 61,212 50,736
Other noncurrent liabilities 173,219 163,592
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Total noncurrent liabilities 1,323,112 1,135,549
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Mandatorily redeemable trust convertible preferred securities 258,750 258,750
Stockholders' investment:
Preferred stock -- --
Common stock 472 469
Additional paid-in capital 445,330 437,210
Retained earnings 331,645 294,522
Warrants to acquire common stock 2,000 2,000
Deferred income stock plan (8,942) (4,484)
Accumulated other comprehensive loss (3,536) (2,582)
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Total stockholders' investment 766,969 727,135
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$ 2,818,699 $ 2,552,550
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</TABLE>
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