Exhibit 99.1
TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
| | Three Months Ended | | | Year Ended | |
| | March 31, 2014 | | | June 30, 2014 | | | September 30, 2014 | | | December 31, 2014 | | | December 31, 2014 | |
| | | | | | | | | | | | | | | |
Revenues | | $ | 519,263 | | | $ | 548,467 | | | $ | 497,722 | | | $ | 502,319 | | | $ | 2,067,771 | |
Cost of sales | | | 458,474 | | | | 486,118 | | | | 444,785 | | | | 449,201 | | | | 1,838,578 | |
Gross profit | | | 60,789 | | | | 62,349 | | | | 52,937 | | | | 53,118 | | | | 229,193 | |
Selling, general, and administrative expenses | | | 34,105 | | | | 31,606 | | | | 34,223 | | | | 32,701 | | | | 132,635 | |
Amortization expense | | | 657 | | | | 667 | | | | 220 | | | | - | | | | 1,544 | |
Restructuring and asset impairment charges, net | | | 1,389 | | | | 4,716 | | | | 1,392 | | | | 6,751 | | | | 14,248 | |
Operating income | | | 24,638 | | | | 25,360 | | | | 17,102 | | | | 13,666 | | | | 80,766 | |
Interest expense | | | 7,168 | | | | 7,337 | | | | 7,325 | | | | 12,937 | | | | 34,767 | |
Interest income | | | 132 | | | | 133 | | | | 131 | | | | 138 | | | | 534 | |
Other expense | | | 87 | | | | - | | | | - | | | | - | | | | 87 | |
Income before provision for income taxes and equity in loss of joint venture | | | 17,515 | | | | 18,156 | | | | 9,908 | | | | 867 | | | | 46,446 | |
Provision for income taxes | | | 2,834 | | | | 2,661 | | | | 1,634 | | | | 2,143 | | | | 9,272 | |
Equity in loss of joint venture, net of tax | | | (159 | ) | | | (222 | ) | | | (245 | ) | | | (25 | ) | | | (651 | ) |
Income / (loss) from continuing operations | | | 14,522 | | | | 15,273 | | | | 8,029 | | | | (1,301 | ) | | | 36,523 | |
Income / (loss) from discontinued operations, net of tax | | | 756 | | | | 1,677 | | | | 4,873 | | | | (16,742 | ) | | | (9,436 | ) |
Net income / (loss) | | | 15,278 | | | | 16,950 | | | | 12,902 | | | | (18,043 | ) | | | 27,087 | |
Less: Net income attributable to the noncontrolling interests | | | 423 | | | | 854 | | | | 1,741 | | | | 2,553 | | | | 5,571 | |
Net income / (loss) attributable to Tower International, Inc. | | $ | 14,855 | | | $ | 16,096 | | | $ | 11,161 | | | $ | (20,596 | ) | | $ | 21,516 | |
| | | | | | | | | | | | | | | | | | | | |
Weighted average basic shares outstanding | | | 20,513,183 | | | | 20,651,097 | | | | 20,733,785 | | | | 20,751,634 | | | | 20,662,425 | |
Weighted average diluted shares outstanding | | | 21,263,163 | | | | 21,373,867 | | | | 21,457,369 | | | | 20,751,634 | | | | 21,391,000 | |
| | | | | | | | | | | | | | | | | | | | |
Basic income / (loss) per share attributable to Tower International, Inc.: | | | | | | | | | | | | | | | | | | | | |
Income / (loss) per share from continuing operations | | $ | 0.69 | | | $ | 0.70 | | | $ | 0.30 | | | $ | (0.19 | ) | | $ | 1.50 | |
Income / (loss) per share from discontinued operations | | | 0.04 | | | | 0.08 | | | | 0.24 | | | | (0.81 | ) | | | (0.46 | ) |
Income / (loss) per share | | | 0.72 | | | | 0.78 | | | | 0.54 | | | | (0.99 | ) | | | 1.04 | |
| | | | | | | | | | | | | | | | | | | | |
Diluted income / (loss) per share attributable to Tower International, Inc.: | | | | | | | | | | | | | | | | | | | | |
Income / (loss) per share from continuing operations | | $ | 0.66 | | | $ | 0.67 | | | $ | 0.29 | | | $ | (0.19 | ) | | $ | 1.45 | |
Income / (loss) per share from discontinued operations | | | 0.04 | | | | 0.08 | | | | 0.23 | | | | (0.81 | ) | | | (0.44 | ) |
Income / (loss) per share | | | 0.70 | | | | 0.75 | | | | 0.52 | | | | (0.99 | ) | | | 1.01 | |
TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
8-K
(Amounts in thousands, except per share amounts - unaudited)
| | Three Months Ended | | | Year Ended | |
| | March 31, 2014 | | | June 30, 2014 | | | September 30, 2014 | | | December 31, 2014 | | | December 31, 2014 | |
| | | | | | | | | | | | | | | |
Income / (expense) items included in net income / (loss), net of tax: | | | | | | | | | | | | | | | | | | | | |
Cost of sales | | | | | | | | | | | | | | | | | | | | |
Commercial settlement related to 2010-13 scrap | | $ | - | | | $ | - | | | $ | (6,009 | ) | | $ | - | | | $ | (6,009 | ) |
Pension actuarial loss | | | - | | | | - | | | | - | | | | (4,160 | ) | | | (4,160 | ) |
Selling, general, and administrative expenses | | | | | | | | | | | | | | | | | | | | |
One-time CEO compensation awards | | | - | | | | - | | | | (884 | ) | | | (671 | ) | | | (1,555 | ) |
Restructuring and asset impairment charges, net | | | | | | | | | | | | | | | | | | | | |
One-time restructuring actions | | | (240 | ) | | | (373 | ) | | | (349 | ) | | | (1,140 | ) | | | (2,102 | ) |
Severance costs in Europe* | | | (126 | ) | | | (67 | ) | | | (103 | ) | | | (136 | ) | | | (432 | ) |
Lease buyout of previously closed facility | | | - | | | | (3,448 | ) | | | - | | | | - | | | | (3,448 | ) |
Loss on sale of None, Italy facility | | | - | | | | - | | | | - | | | | (2,266 | ) | | | (2,266 | ) |
Goodwill impairment charge in Brazil | | | - | | | | - | | | | - | | | | (2,292 | ) | | | (2,292 | ) |
Interest expense | | | | | | | | | | | | | | | | | | | | |
Mark-to-market loss on derivative financial instruments | | | - | | | | - | | | | - | | | | (5,753 | ) | | | (5,753 | ) |
Debt issue costs | | | - | | | | - | | | | - | | | | (969 | ) | | | (969 | ) |
Other expense | | | | | | | | | | | | | | | | | | | | |
Premium and other fees for re-pricing of Term Loan | | | (87 | ) | | | - | | | | - | | | | - | | | | (87 | ) |
Discontinued operations | | | | | | | | | | | | | | | | | | | | |
Income / (loss) from discontinued operations | | | 756 | | | | 1,677 | | | | 4,873 | | | | (16,742 | ) | | | (9,436 | ) |
Noncontrolling interests | | | | | | | | | | | | | | | | | | | | |
Net income attributable to noncontrolling interests** | | | (200 | ) | | | (576 | ) | | | (1,489 | ) | | | (2,290 | ) | | | (4,555 | ) |
Total items included in net income / (loss), net of tax | | $ | 103 | | | $ | (2,787 | ) | | $ | (3,961 | ) | | $ | (36,419 | ) | | $ | (43,064 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income / (loss) attributable to Tower International, Inc. | | $ | 14,855 | | | $ | 16,096 | | | $ | 11,161 | | | $ | (20,596 | ) | | $ | 21,516 | |
| | | | | | | | | | | | | | | | | | | | |
Memo: Average shares outstanding (in thousands) | | | | | | | | | | | | | | | | | | | | |
Basic | | | 20,513 | | | | 20,651 | | | | 20,734 | | | | 20,752 | | | | 20,662 | |
Diluted | | | 21,263 | | | | 21,374 | | | | 21,457 | | | | 20,752 | | | | 21,391 | |
| | | | | | | | | | | | | | | | | | | | |
Income / (loss) per common share (GAAP) | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.72 | | | $ | 0.78 | | | $ | 0.54 | | | $ | (0.99 | ) | | $ | 1.04 | |
Diluted | | | 0.70 | | | | 0.75 | | | | 0.52 | | | | (0.99 | ) | | | 1.01 | |
| | | | | | | | | | | | | | | | | | | | |
Diluted adjusted earnings per share (non-GAAP)*** | | | 0.69 | | | | 0.88 | | | | 0.70 | | | | 0.74 | | | | 3.02 | |
| * | Amounts are net of tax of $54K, $29K, $44K, $30K, and $157K, respectively. |
| ** | Amounts attributable to noncontrolling interests of discontinued operations. |
| *** | Excludes the certain items shown above. For the three months ended December 31, 2014, a diluted share count of 21.5 million was used to calculate diluted adjusted earnings per share. |