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): OCTOBER 18, 2001
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)
Item 9. Furnished Information
On October 18, 2001, the Registrant issued a press release announcing
operating results for the third quarter and the nine months ended September 30,
2001 and fourth quarter restructuring activity. A copy of this press release
follows below:
DATE: October 18, 2001
FROM: FOR:
Padilla Speer Beardsley Inc. Tower Automotive, Inc.
224 Franklin Avenue West 5211 Cascade Road S.E., Suite 300
Minneapolis, Minnesota 55404 Grand Rapids, Michigan 49546
John Mackay (612) 871-8877 Anthony Barone (616) 802-1600
FOR IMMEDIATE RELEASE
TOWER AUTOMOTIVE ANNOUNCES OPERATING RESULTS
FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2001;
FOURTH QUARTER RESTRUCTURING ACTIVITY
GRAND RAPIDS, Mich., Oct. 18-- Tower Automotive, Inc. (NYSE: TWR), today
announced operating results for the third quarter and nine months ended
September 30, 2001.
For the third quarter of 2001, revenues were $558 million, a 4 percent
increase, compared with $536 million in the 2000 period. Revenues for the third
quarter of 2001 included revenues for our Asia operations of $104 million, which
were not consolidated in the 2000 period. Operating income declined 43 percent
to $16 million from $28 million reported last year. Net loss for the third
quarter of 2001 was $1 million, or 3 cents per diluted share outstanding, versus
net income of $10 million, or 21 cents per diluted share, before extraordinary
loss, in the comparable 2000 period. For the nine months ended September 30,
2001, revenues were $1.8 billion, a 5 percent decrease, compared with $1.9
billion in the same period for 2000. Revenues for the nine months ended
September 30, 2001, included revenues for Asia operations of $270 million, which
were not included in the same period for 2000. Operating income declined 44
percent to $98 million from $175 million reported last year. Net income for the
nine months ended September 30, 2001 was $28 million, or 63 cents per diluted
share outstanding, versus $86 million, or $1.54 per diluted share, before
extraordinary loss, in the comparable 2000 period.
In commenting on third-quarter and nine-month results, Dug Campbell,
president and chief executive officer of Tower Automotive, said, "This year has
continued to prove to be the most difficult year in Tower Automotive's history.
Our third quarter results were impacted by unplanned volume declines in our U.S.
and Canada region and continued new product launch costs during the quarter.
Third
quarter performance has further contributed to weak performance year-to-date
when compared to the 2000 period. Excluding our Asia operations in Korea and
China, which were not consolidated in 2000, sales for the third quarter 2001 and
the nine-month period ended September 30, 2001, as compared to the same
corresponding periods in 2000, were both down by approximately 15 percent.
"Despite the sales and earnings shortfall relative to 2000, we have
continued to reduce debt through effective management of working capital and the
successful completion of the $40 million private placement of our common stock
and the $126 million operating lease financing for the Dodge Ram frame assembly
completed during the quarter. Debt reduction during the third quarter and nine
months of 2001 was $106 million and $270 million, respectively. We continue to
remain in compliance with all debt covenants and will work to ensure that no
debt covenant relief will be required."
The company also announced that it will be relocating stamping and assembly
operations currently performed at its Sebewaing, Mich., facility to other Tower
Automotive locations, resulting in the closing of the Sebewaing facility by
March 2002. This restructuring activity will result in a fourth-quarter pre-tax
charge of approximately $95 million, which includes a cash portion of
approximately $23 million and a non-cash portion of approximately $72 million.
Based on prevailing economic conditions, the company will continue its
evaluation for potential additional fourth-quarter restructuring activities and
asset valuation issues.
"The closing of our Sebewaing facility is the result of a slowdown in sales
volumes throughout the company. In consolidating our stamping operations, we can
utilize our existing capacity more efficiently to enhance the value of the
operations," said Campbell. "Although this is a necessary move for the company,
it is a very difficult decision."
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,
Kia, Hyundai, 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.
This news release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Actual results may differ
materially from the anticipated results as a consequence of certain risks and
uncertainties, including but not limited to general economic conditions in the
markets in which Tower Automotive operates, and other risks detailed from time
to time in the company's Securities and Exchange Commission filings.
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS - UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------- -------------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues $ 557,785 $ 536,210 $ 1,828,568 $ 1,902,594
Cost of sales 502,366 471,482 1,608,617 1,611,773
----------- ----------- ----------- -----------
Gross profit 55,419 64,728 219,951 290,821
Selling, general and administrative
expenses 33,002 31,535 103,321 99,622
Amortization expense 6,232 5,576 18,440 15,793
----------- ----------- ----------- -----------
Operating income 16,185 27,617 98,190 175,406
Interest expense, net 19,082 16,405 58,925 43,136
----------- ----------- ----------- -----------
Income (loss) before provision for
income taxes (2,897) 11,212 39,265 132,270
Provision for income taxes (2,771) 4,484 13,701 52,908
----------- ----------- ----------- -----------
Income (loss) before equity in earnings of
joint ventures and minority interest (126) 6,728 25,564 79,362
Equity in earnings of joint ventures 3,120 5,844 12,291 14,864
Minority interest (4,358) (2,619) (9,686) (7,857)
----------- ----------- ----------- -----------
Income (loss) before extraordinary item (1,364) 9,953 28,169 86,369
Extraordinary loss on early
extinguishments of debt, net - 2,988 - 2,988
----------- ----------- ----------- -----------
Net income (loss) $ (1,364) $ 6,965 $ 28,169 $ 83,381
=========== =========== =========== ===========
Basic earnings (loss) per common share:
Income before extraordinary loss $ (0.03) $ 0.21 $ 0.63 $ 1.81
Extraordinary loss - (0.06) - (0.06)
----------- ----------- ----------- -----------
Net income (loss) $ (0.03) $ 0.15 $ 0.63 $ 1.75
=========== =========== =========== ===========
Basic shares outstanding 45,784 47,986 44,770 47,649
=========== =========== =========== ===========
Diluted earnings (loss) per common share:
Income before extraordinary loss $ (0.03) $ 0.21 $ 0.63 $ 1.54
Extraordinary loss - (0.06) - (0.05)
----------- ----------- ----------- -----------
Net income (loss) $ (0.03) $ 0.15 $ 0.63 $ 1.49
=========== =========== =========== ===========
Diluted shares outstanding 45,784 48,411 45,044 64,284
=========== =========== =========== ===========
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
September 30, December 31,
Assets 2001 2000
------------------------------------------------------------------ ----------- -----------
(unaudited)
Current assets:
Cash and cash equivalents $ 15,960 $ 3,373
Accounts receivable 274,628 278,707
Subordinated interest in accounts receivable - -
Inventories 115,445 132,478
Prepaid tooling and other 116,632 222,119
----------- -----------
Total current assets 522,665 636,677
----------- -----------
Property, plant and equipment, net 1,190,306 1,111,780
Investments in joint ventures 287,331 267,217
Goodwill and other assets, net 881,944 877,073
----------- -----------
$ 2,882,246 $ 2,892,747
=========== ===========
Liabilities and Stockholders' Investment
Current liabilities:
Current maturities of long-term debt and capital lease
obligations $ 165,548 $ 149,066
Accounts payable 352,476 248,389
Accrued liabilities 253,272 175,219
----------- -----------
Total current liabilities 771,296 572,674
----------- -----------
Long-term debt, net of current maturities 650,836 933,442
Obligations under capital leases, net of current maturities 5,325 8,458
Convertible subordinated notes 200,000 200,000
Deferred income taxes 37,052 33,884
Other noncurrent liabilities 202,011 185,444
----------- -----------
Total noncurrent liabilities 1,095,224 1,361,228
----------- -----------
Mandatorily redeemable trust convertible preferred securities 258,750 258,750
Stockholders' investment:
Preferred stock - -
Common stock 480 476
Additional paid-in capital 456,615 450,455
Retained earnings 336,125 307,956
Deferred compensation plans (15,571) (8,942)
Accumulated other comprehensive loss (20,673) (9,672)
Treasury stock, at cost - (40,178)
----------- -----------
Total stockholders' investment 756,976 700,095
----------- -----------
$ 2,882,246 $ 2,892,747
=========== ===========
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 18, 2001 By: /s/ Anthony A. Barone
-----------------------------------------------
Name: Anthony A. Barone
Title: Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)