DATE OF REPORT (Date of earliest event reported): March 11, 2004
TOWER AUTOMOTIVE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or
Other Jurisdiction of Incorporation)
| 1-12733 (Commission File Number) |
41-1746238 (I.R.S. Employer Identification No.) |
27175 HAGGERTY ROAD,
NOVI, MICHIGAN 48377
(Address of Principal Executive Offices) (Zip Code)
(248) 675-6000
(Registrant’s Telephone Number, Including Area Code)
NOT APPLICABLE
(Former
Name or Former Address, if Changed Since Last Report)
On March 11, 2004, the Registrant sold its 30.76 percent equity interest in Yorozu Corporation (Japan) to Yorozu, through a share buy-back transaction on the Tokyo Stock Exchange. The Registrant received proceeds of $51.6 million in cash from this transaction. The consideration for the sale was based on the prevailing price of Yorozu stock, as traded on the Tokyo Stock Exchange.
| (b) | Pro forma financial information |
| Unaudited pro forma financial information reflecting the Registrant’s disposition of this interest is attached as Exhibit 99.1. This pro forma information should be read in conjunction with the Registrant’s Form 10-K for the year ended December 31, 2003. |
| (c) | Exhibits |
| 99.1 | Unaudited pro forma consolidated financial information |
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.
Date: March 25, 2004 |
TOWER AUTOMOTIVE, INC. BY: /s/ James A. Mallak —————————————— Name: James A. Mallak Title: Chief Financial Officer and Treasurer |
Exhibit 99.1
| ASSETS | Tower Automotive, Inc. Historical | Pro Forma Adjustments | Tower Automotive, Inc. Pro Forma | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in thousands, except share data) | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 160,899 | $ | 51,598 | (a) | $ | 212,497 | ||||
| Accounts receivable | 325,599 | -- | 325,599 | ||||||||
| Inventories | 130,004 | -- | 130,004 | ||||||||
| Deferred income taxes, net | 20,116 | -- | 20,116 | ||||||||
| Prepaid tooling and other | 91,662 | -- | 91,662 | ||||||||
| Total current assets | 728,280 | 51,598 | 779,878 | ||||||||
| Property, Plant and Equipment, net | 1,055,873 | -- | 1,055,873 | ||||||||
| Investments in Joint Ventures | 248,133 | (44,805 | )(a) | 203,328 | |||||||
| Deferred Income Taxes, net | 146,944 | -- | 146,944 | ||||||||
| Goodwill | 498,663 | -- | 498,663 | ||||||||
| Other Assets, net | 168,516 | -- | 168,516 | ||||||||
| $ | 2,846,409 | $ | 6,793 | $ | 2,853,202 | ||||||
| LIABILITIES AND STOCKHOLDERS' INVESTMENT | |||||||||||
| Current Liabilities: | |||||||||||
| Current maturities of long-term debt and capital lease | |||||||||||
| obligations | $ | 99,597 | $ | -- | $ | 99,597 | |||||
| Convertible Subordinated Notes | 199,984 | -- | 199,984 | ||||||||
| Accounts payable | 556,036 | -- | 556,036 | ||||||||
| Accrued liabilities | 249,984 | -- | 249,984 | ||||||||
| Total current liabilities | 1,105,601 | -- | 1,105,601 | ||||||||
| Long-Term Debt, net of current maturities | 1,060,859 | -- | 1,060,859 | ||||||||
| Obligations Under Capital Leases, net of current maturities | 42,798 | -- | 42,798 | ||||||||
| Other Noncurrent Liabilities | 223,641 | -- | 223,641 | ||||||||
| Total noncurrent liabilities | 1,327,298 | -- | 1,327,298 | ||||||||
| Commitments and Contingencies | |||||||||||
| Stockholders' Investment: | |||||||||||
| Preferred stock, par value $1; 5,000,000 shares authorized; | |||||||||||
| no shares issued or outstanding | -- | -- | -- | ||||||||
| Common stock, par value $.01; 200,000,000 shares | |||||||||||
| authorized; 66,133,731 issued and 57,341,805 outstanding | |||||||||||
| in 2003; 65,878,655 issued and 56,050,855 outstanding in 2002 | 661 | -- | 661 | ||||||||
| Additional paid-in capital | 680,608 | -- | 680,608 | ||||||||
| Retained earnings (deficit) | (181,849 | ) | 6,793 | (a) | (175,056 | ) | |||||
| Deferred compensation plans | (9,609 | ) | -- | (9,609 | ) | ||||||
| Accumulated other comprehensive loss | (22,751 | ) | -- | (22,751 | ) | ||||||
| Treasury stock, at cost: 8,791,926 shares in 2003 and | |||||||||||
| 9,827,800 shares in 2002 | (53,550 | ) | -- | (53,550 | ) | ||||||
| Total stockholders' investment | 413,510 | 6,793 | 420,303 | ||||||||
| $ | 2,846,409 | $ | 6,793 | $ | 2,853,202 | ||||||
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
| Tower Automotive, Inc. Historical | Pro Forma Adjustments | Tower Automotive, Inc. Pro Forma | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 2,815,749 | $ | -- | $ | 2,815,749 | |||||
| Cost of sales | 2,560,689 | -- | 2,560,689 | ||||||||
| Gross profit | 255,060 | -- | 255,060 | ||||||||
| Selling, general and administrative expenses | 155,500 | -- | 155,500 | ||||||||
| Restructuring and asset impairment charges, net | 157,532 | -- | 157,532 | ||||||||
| Operating income (loss) | (57,972 | ) | -- | (57,972 | ) | ||||||
| Interest expense | 95,222 | -- | 95,222 | ||||||||
| Interest income | (2,475 | ) | -- | (2,475 | ) | ||||||
| Income (loss) before provision for income taxes, equity in | |||||||||||
| earnings of joint ventures, and minority interest | (150,719 | ) | -- | (150,719 | ) | ||||||
| Provision (benefit) for income taxes | (50,811 | ) | -- | (50,811 | ) | ||||||
| Income (loss) before equity in earnings of joint ventures | |||||||||||
| and minority interest | (99,908 | ) | -- | (99,908 | ) | ||||||
| Write-down of joint venture investment to market value, net | |||||||||||
| of tax | (27,436 | ) | 27,436 | (b) | -- | ||||||
| Equity in earnings of joint ventures, net of tax | 13,298 | (5,584 | )(c) | 7,714 | |||||||
| Minority interest, net of tax | (10,629 | ) | -- | (10,629 | ) | ||||||
| Net income (loss) | $ | (124,675 | ) | $ | 21,852 | $ | (102,823 | ) | |||
| Basic loss per share: | |||||||||||
| Net loss | $ | (2.20 | ) | $ | (1.81 | ) | |||||
| Weighted average number of shares | 56,703 | 56,703 | |||||||||
| Diluted loss per share: | |||||||||||
| Net loss | $ | (2.20 | ) | $ | (1.81 | ) | |||||
| Weighted average number of shares | 56,703 | 56,703 | |||||||||
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
| 1. | Basis of Presentation |
| The accompanying unaudited pro forma consolidated balance sheet as of December 31, 2003 adjusts Tower Automotive, Inc. and Subsidiaries (“Tower Automotive”) balance sheet for the disposition of its 30.76 percent interest in Yorozu Corporation (Japan) to Yorozu, though a stock buy-back transaction on the Tokyo Stock Exchange, as if the transaction had occurred on December 31, 2003. The accompanying unaudited pro forma consolidated statement of operations for the year ended December 31, 2003 adjusts the historical operations of Tower Automotive for the disposition of Yorozu as if the transaction had occurred on January 1, 2003. |
| These pro forma statements may not be indicative of the results that actually would have occurred if the disposition had occurred on the date indicated. |
| This pro forma information should be read in conjunction with the Tower Automotive Form 10-K for the year ended December 31, 2003. |
| 2. | Adjustments |
| The following is a list of adjustments to reflect the following (amounts in thousands): |
| (a) | The disposition of the 30.76 percent interest in Yorozu Corporation |
| Cash received | $ | 51,598 | ||||
| Investment in Yorozu at December 31, 2003 | (44,805 | ) | ||||
| Excess of cash received over investment at | ||||||
| December 31, 2003 | $ | 6,793 | ||||
| (b) | The elimination of the write-down of the Yorozu investment to market value recorded during the year ended December 31, 2003. |
| (c) | The elimination of the equity in earnings of Yorozu recorded during the year ended December 31, 2003. |
| There is no deferred income tax impact as a result of this sale due to the previously established valuation allowance. |
| 3. | Loss per share |
| Pro forma basic loss per share is computed by dividing pro forma loss by the weighted average number of shares outstanding during the year ended December 31, 2003. None of the potentially dilutive shares, totaling approximately 16.6 million shares, were included in the calculation of loss per share for the historical or pro forma results for the year ended December 31, 2003 because their impact was anti-dilutive. |
| Year Ended December 31, 2003 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Historical | Pro Forma | ||||||||||
| (in thousands, except per share data) | |||||||||||
| Net loss-- basic and diluted | $ | (124,675 | ) | $ | (102,823 | ) | |||||
| Weighted average number of common shares | |||||||||||
| outstanding-- basic and diluted | 56,703 | 56,703 | |||||||||
| Basic and diluted loss per share | $ | (2.20 | ) | $ | (1.81 | ) | |||||