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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): JULY 19, 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)
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Item 9. Furnished Information
On July 19, 2001, the Registrant issued a press release disclosing its
second quarter and six months operating results. A copy of this press release
follows below:
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DATE: July 19, 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 SECOND QUARTER AND SIX
MONTHS ENDED JUNE 30, 2001
GRAND RAPIDS, Mich., July 19-- Tower Automotive, Inc. (NYSE: TWR),
today announced operating results for the second quarter and six months ended
June 30, 2001.
For the second quarter of 2001, revenues were $642 million, a six
percent decrease, compared with $681 million in the 2000 period. Operating
income declined 42 percent to $44 million from $76 million reported last year.
Net income for the second quarter of 2001 was $17 million, or 35 cents per
diluted share outstanding, versus $39 million, or 68 cents per diluted share, in
the comparable 2000 period.
For the six months ended June 30, 2001, revenues were $1.3 billion, a
seven percent decrease, compared with $1.4 billion in the same period for 2000.
Operating income declined 45 percent to $82 million from $148 million reported
last year. Net income for the six months ended June 30, 2001 was $30 million, or
63 cents per diluted share outstanding, versus $76 million, or $1.32 per diluted
share, in the comparable 2000 period.
In commenting on second-quarter and six-month results, Dug Campbell,
president and chief executive officer of Tower Automotive, said, "The first half
of 2001 has been an especially trying period for Tower Automotive and the
industry in general. However, this in no way has deterred us in our zeal to
improve our long-term financial stability and invested capital positioning.
Despite the sales and earnings shortfall relative to the same periods of 2000,
we have successfully strengthened our balance sheet by tightening up our
financial processes. We have aggressively managed working capital to provide
significant positive cash flows for debt reduction of $210 million during the
second quarter 2001 and $163 million during the first half
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of 2001. We have remained compliant with our debt covenants for the first half
of 2001 and are managing the business to ensure no relief from these covenants
will be required.
"As expected, we improved second quarter 2001 sales and net income by
$14 million and $4 million, respectively, over first quarter 2001, with an
increase in diluted earnings per share of seven cents per share (or 24 percent).
We anticipate that our volumes for the balance of 2001 will continue to be
stressed relative to 2000 and initial 2001 expectations; however, we will get
through this period with our new programs successfully launching and the
Enterprise being better equipped to grow and prosper in 2002 and beyond."
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.
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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 Six Months Ended
June 30, June 30,
------------------------------ ---------------------------------
2001 2000 2001 2000
------------- ------------- --------------- --------------
Revenues $ 642,407 $ 681,020 $1,270,783 $1,366,384
Cost of sales 557,146 566,649 1,106,251 1,140,291
------------- ------------- -------------- --------------
Gross profit 85,261 114,371 164,532 226,093
Selling, general and administrative
expenses 35,020 33,431 70,319 68,087
Amortization expense 6,130 5,118 12,208 10,217
------------- ------------- -------------- --------------
Operating income 44,111 75,822 82,005 147,789
Interest expense, net 20,121 13,534 39,843 26,731
------------- ------------- -------------- --------------
Income before provision for income
taxes 23,990 62,288 42,162 121,058
Provision for income taxes 9,444 24,916 16,472 48,424
------------- ------------- -------------- --------------
Income before equity in earnings of
joint ventures and minority interest 14,546 37,372 25,690 72,634
Equity in earnings of joint ventures
4,790 4,540 9,171 9,020
Minority interest - dividends on trust
preferred securities, net (2,664) (2,619) (5,328) (5,238)
------------- ------------- -------------- --------------
Net income $ 16,672 $ 39,293 $ 29,533 $ 76,416
============= ============= ============== ==============
Basic earnings per common share $ 0.38 $ 0.83 $ 0.67 $ 1.62
============= ============= ============== ==============
Basic shares outstanding 44,416 47,250 44,263 47,107
============= ============= ============== ==============
Diluted earnings per common share $ 0.35 $ 0.68 $ 0.63 $ 1.32
============= ============= ============== ==============
Diluted shares outstanding 60,816 64,359 60,737 64,143
============= ============= ============== ==============
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TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
June 30, December 31,
Assets 2001 2000
------------------------------------------------------------------ --------------- -------------
(unaudited)
Current assets:
Cash and cash equivalents $ 11,185 $ 3,373
Accounts receivable 295,892 278,707
Subordinated interest in accounts receivable
28,336 -
Inventories 100,392 132,478
Prepaid tooling and other 211,144 222,119
-------------- -------------
Total current assets 646,949 636,677
-------------- -------------
Property, plant and equipment, net 1,149,877 1,111,780
Investments in joint ventures 306,525 267,217
Goodwill and other assets, net 854,715 877,073
-------------- -------------
$2,958,066 $2,892,747
============== =============
Liabilities and Stockholders' Investment
------------------------------------------------------------------
Current liabilities:
Current maturities of long-term debt and capital lease
obligations $ 152,816 $ 149,066
Accounts payable 360,896 248,389
Accrued liabilities 267,037 175,219
-------------- -------------
Total current liabilities 780,749 572,674
-------------- -------------
Long-term debt, net of current maturities 768,891 933,442
Obligations under capital leases, net of current maturities
6,016 8,458
Convertible subordinated notes 200,000 200,000
Deferred income taxes 38,120 33,884
Other noncurrent liabilities 181,940 185,444
-------------- -------------
Total noncurrent liabilities 1,194,967 1,361,228
-------------- -------------
Mandatorily redeemable trust convertible preferred securities
258,750 258,750
Stockholders' investment:
Preferred stock - -
Common stock 481 476
Additional paid-in capital 453,440 450,455
Retained earnings 337,489 307,956
Deferred income stock plan (10,219) (8,942)
Accumulated other comprehensive loss (17,413) (9,672)
Treasury stock, at cost (40,178) (40,178)
-------------- -------------
Total stockholders' investment 723,600 700,095
-------------- -------------
$2,958,066 $2,892,747
============== =============
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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: July 23, 2001 By:/s/ Anthony A. Barone
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Name: Anthony A. Barone
Title: Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)