Tower International (TOWR) 8-K Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements are presented to illustrate the effects of the divestiture of the Company’s Korean subsidiary Seojin Industrial Company Ltd. (“Seojin”). The unaudited pro forma condensed consolidated balance sheet as of September 30, 2012 illustrates the estimated effects of the divestiture of Seojin as if these activities had occurred on September 30, 2012. The unaudited pro forma condensed consolidated statements of operations for the interim period ended September 30, 2012 and the years ended December 31, 2011, 2010 and 2009 sets forth the estimated effects the divestiture of Seojin had on the Company’s condensed consolidated statements of operations as if these activities had occurred in their entirety at the beginning of the earliest period presented.

The unaudited pro forma condensed consolidated financial statements presented herein are for informational purposes only and do not purport to present what the Company’s actual results would have been had the Sale occurred on the date assumed, or to project our results of operations or financial position for any future period. The pro forma financial statements include assumptions that are believed to be reasonable and represent all material information that is necessary to fairly present pro forma financial statements.

The unaudited pro forma condensed consolidated financial statements, including the notes thereto, should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2011, as filed with the United States Securities and Exchange Commission on March 8, 2012.

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data - unaudited)

	September 30, 2012
	As Reported			Pro Forma Adjustments			Notes	Pro Forma
ASSETS
Cash and cash equivalents	$	118,970		$	(14,329	)	(a)	$	121,941
					17,300		(b)
Accounts receivable, net		345,525			(17,663	)	(a)		327,862
Inventories		104,548			(11,919	)	(a)		92,629
Deferred tax asset - current		7,680			(879	)	(a)		6,801
Assets held for sale		4,197			(4,197	)	(a)		-
Prepaid tooling, notes receivable, and other		76,593			(5,109	)	(a)		94,784
					23,300		(b)
Total current assets		657,513			(13,496	)			644,017
Property, plant and equipment, net		699,327			(142,908	)	(a)		556,419
Goodwill		63,251			-				63,251
Deferred tax asset - non-current		11,532			(8,935	)	(a)		2,597
Other assets, net		28,887			(8,688	)	(a)		20,199
Total assets	$	1,460,510		$	(174,027	)		$	1,286,483
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt and current maturities of capital lease obligations	$	158,438		$	(100,571	)	(a)	$	57,867
Accounts payable		371,664			(63,716	)	(a)		307,948
Accrued liabilities		132,313			(5,220	)	(a)		127,093
Total current liabilities		662,415			(169,507	)			492,908
Long-term debt, net of current maturities		482,131			(22,000	)	(a)		460,131
Obligations under capital leases, net of current maturities		10,794			-				10,794
Deferred tax liability - non-current		14,292			(5,579	)	(a)		8,713
Pension liability		80,304			-				80,304
Other non-current liabilities		90,186			(3,976	)	(a)		86,210
Total non-current liabilities		677,707			(31,555	)			646,152
Total liabilities		1,340,122			(201,062	)			1,139,060
Stockholders' Equity:
Tower International, Inc.'s stockholders' equity
Common stock, $0.01 par value, 350,000,000 authorized, 20,830,425 issued and 20,247,134 outstanding at September 30, 2012		208			-				208
Additional paid in capital		319,904			-				319,904
Treasury stock, at cost, 583,291 shares as of September 30, 2012		(8,297	)		-				(8,297	)
Accumulated deficit		(182,580	)		30,626		(b)		(151,954	)
Accumulated other comprehensive loss		(83,148	)		(3,591	)	(a)		(86,739	)
Total Tower International, Inc.'s stockholders' equity		46,087			27,035				73,122
Noncontrolling interests in subsidiaries		74,301			-				74,301
Total stockholders' equity		120,388			27,035				147,423
Total liabilities and stockholders' equity	$	1,460,510		$	(174,027	)		$	1,286,483

See accompanying notes to the unaudited pro forma consolidated financial statements.

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts - unaudited)

	Nine Months Ended September 30, 2012
	As Reported		Pro Forma Adjustments			Notes	Pro Forma
Revenues	$	1,825,269	$	(248,499	)	(a)	$	1,576,770
Cost of sales		1,637,682		(238,803	)	(a)		1,398,879
Gross profit		187,587		(9,696	)			177,891
Selling, general and administrative expenses		106,153		(4,902	)	(a)		101,251
Amortization expense		3,439		-				3,439
Restructuring and related asset impairment charges, net		7,953		-				7,953
Operating income / (loss)		70,042		(4,794	)			65,248
Interest expense		46,890		(5,641	)	(a)		41,249
Interest income		957		(126	)	(a)		831
Other expense		-		-				-
Income / (loss) before provision for income taxes		24,109		721				24,830
Provision for income taxes		17,570		143		(a)		17,713
Net income / (loss)		6,539		578				7,117
Less: Net income attributable to the noncontrolling interests		4,627		-				4,627
Net income / (loss) attributable to Tower International, Inc.	$	1,912	$	578			$	2,490
Weighted average common shares outstanding
Basic		20,098,355		20,098,355				20,098,355
Diluted		20,533,788		20,533,788				20,533,788
Net income / (loss) per share attributable to Tower International, Inc.:
Basic	$	0.10	$	0.02			$	0.12
Diluted		0.09		0.02				0.11

See accompanying notes to the unaudited pro forma consolidated financial statements.

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts - unaudited)

	Year Ended December 31, 2011
	As Reported		Pro Forma Adjustments			Notes	Pro Forma
Revenues	$	2,406,089	$	(352,381	)	(a)	$	2,053,708
Cost of sales		2,149,977		(329,427	)	(a)		1,820,550
Gross profit		256,112		(22,954	)			233,158
Selling, general and administrative expenses		158,392		(6,839	)	(a)		151,553
Amortization expense		4,589		-				4,589
Restructuring and related asset impairment charges, net		2,660		-				2,660
Operating income		90,471		(16,115	)			74,356
Interest expense		62,133		(7,877	)	(a)		54,256
Interest income		978		(229	)	(a)		749
Other expense		1,331		-				1,331
Income before provision for income taxes		27,985		(8,467	)			19,518
Provision for income taxes		14,812		(1,519	)	(a)		13,293
Net income		13,173		(6,948	)			6,225
Less: Net income attributable to the noncontrolling interests		5,109		-				5,109
Net income attributable to Tower International, Inc.	$	8,064	$	(6,948	)		$	1,116
Weighted average common shares outstanding
Basic		19,364,433		19,364,433				19,364,433
Diluted		20,069,532		20,069,532				20,069,532
Net income per share attributable to Tower International, Inc.:
Basic	$	0.42	$	(0.36	)		$	0.06
Diluted		0.40		(0.35	)			0.05

See accompanying notes to the unaudited pro forma consolidated financial statements.

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts - unaudited)

	Year Ended December 31, 2010
	As Reported			Pro Forma Adjustments			Notes	Pro Forma
Revenues	$	1,997,058		$	(275,731	)	(a)	$	1,721,327
Cost of sales		1,786,476			(250,777	)	(a)		1,535,699
Gross profit		210,582			(24,954	)			185,628
Selling, general and administrative expenses		143,975			(5,962	)	(a)		138,013
Amortization expense		3,265			-				3,265
Restructuring and related asset impairment charges, net		14,288			-				14,288
Operating income		49,054			(18,992	)			30,062
Interest expense		66,872			(7,724	)	(a)		59,148
Interest income		962			(391	)	(a)		571
Other expense		1,300			-				1,300
Income / (loss) before provision for income taxes		(18,156	)		(11,659	)			(29,815	)
Provision / (benefit) for income taxes		10,297			4,064		(a)		14,361
Net income / (loss)		(28,453	)		(15,723	)			(44,176	)
Less: Net income attributable to the noncontrolling interests		8,441			-				8,441
Net income / (loss) attributable to Tower International, Inc.	$	(36,894	)	$	(15,723	)		$	(52,617	)
Weighted average common shares outstanding
Basic		13,865,509			13,865,509				13,865,509
Diluted		13,865,509			13,865,509				13,865,509
Net income / (loss) per share attributable to Tower International, Inc.:
Basic	$	(2.66	)	$	(1.13	)		$	(3.79	)
Diluted		(2.66	)		(1.13	)			(3.79	)

See accompanying notes to the unaudited pro forma consolidated financial statements.

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts - unaudited)

	Year Ended December 31, 2009
	As Reported			Pro Forma Adjustments			Notes	Pro Forma
Revenues	$	1,634,405		$	(190,363	)	(a)	$	1,444,042
Cost of sales		1,536,752			(176,337	)	(a)		1,360,415
Gross profit		97,653			(14,026	)			83,627
Selling, general and administrative expenses		118,331			(4,739	)	(a)		113,592
Amortization expense		2,784			-				2,784
Restructuring and related asset impairment charges, net		13,436			(215	)	(a)		13,221
Operating income / (loss)		(36,898	)		(9,072	)			(45,970	)
Interest expense		57,881			(6,437	)	(a)		51,444
Interest income		982			(214	)	(a)		768
Other expense		(33,661	)		-				(33,661	)
Income / (loss) before provision for income taxes		(60,136	)		(2,849	)			(62,985	)
Provision / (benefit) for income taxes		(1,104	)		(83	)	(a)		(1,187	)
Net income / (loss)		(59,032	)		(2,766	)			(61,798	)
Less: Net income attributable to the noncontrolling interests		8,904			-				8,904
Net income / (loss) attributable to Tower International, Inc.	$	(67,936	)	$	(2,766	)		$	(70,702	)
Weighted average common shares outstanding
Basic		12,467,866			12,467,866				12,467,866
Diluted		12,467,866			12,467,866				12,467,866
Net income / (loss) per share attributable to Tower International, Inc.:
Basic	$	(5.45	)	$	(0.22	)		$	(5.67	)
Diluted		(5.45	)		(0.22	)			(5.67	)

See accompanying notes to the unaudited pro forma consolidated financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO UNAUDITED PRO FORMA ADJUSTMENTS

(a) The pro forma adjustments remove all previously reported balances related to the disposed operation.

(b) Total cash proceeds to be received of approximately $47 million, consisting of $23.3 million less applicable fees of $6 million at closing, $18.6 million to be received in January 2013, and the final payment of $4.7 million to be received in December 2013. The transaction resulted in a net gain of approximately $31 million.