Exhibit 99.1
| Tower Automotive, Inc. | Contacts: | |
| 27175 Haggerty Road | Financial: Tom Kerns (248) 675-6359 | |
| Novi, Michigan 48377 | Media: Sharon Wenzl (248) 675-6253 |
FOR IMMEDIATE RELEASE
Tower Automotive Reports Third Quarter 2004 Results
NOVI, Mich., October 28, 2004 — Tower Automotive, Inc. (NYSE: TWR) today announced financial results for the third quarter and nine months ended September 30, 2004, and provided fourth-quarter earnings guidance.
Third-Quarter Results:
| • | Revenues of $722 million | |||
| • | $145 million in cash and cash equivalents at quarter-end | |||
| • | New business launches on track | |||
| • | Launch costs beginning to decline as programs reach full ramp | |||
Tower Automotive’s 2004 third quarter revenues increased to $722 million from $623 million in the 2003 third quarter. The company reported that its net loss for the 2004 third quarter narrowed to $20.2 million, or $0.35 per diluted share, versus a net loss of $105.9 million, or $1.87 per diluted share, for the year-ago period.
“Our focus on operational excellence and expense control helped us through a challenging quarter, despite continued high steel costs and reductions in production volumes on our key North American platforms,” said Kathleen Ligocki, president and chief executive officer of Tower Automotive. “While program launch costs were higher than planned for the quarter, our launches remain on schedule and we continue to meet all customer quality commitments.”
Earnings in the 2004 third quarter were benefited by approximately $3.8 million, or $0.06 per diluted share, by certain items net of tax, including: mark-to-market income related to the company’s senior convertible debentures of $5.1 million offset by restructuring expenses $1.3 million. Earnings in the 2003 third quarter were reduced by approximately $88.1 million, or $1.56 per diluted share, by certain items net of tax, including restructuring charges of $87.3 million and other expense items totaling $0.8 million.
For the nine months ended September 30, 2004, revenues reached $2.3 billion compared to $2.1 billion in the prior-year period. The net loss improved to $10.9 million, or $0.19 per diluted share, versus a net loss of $91.6 million, or $1.62 per diluted share, in the first nine months of last year.
Tower Automotive Reports 2004 Third-Quarter Results — Page 2
Tower Automotive generated Adjusted EBITDA of approximately $35.4 million in the 2004 third quarter. (A reconciliation of Adjusted EBITDA to net income computed in accordance with GAAP is attached in Table C.) The company incurred capital expenditures of $45.8 million in the quarter and had cash on hand of $145.0 million at September 30, 2004.
Fourth-Quarter and Full-Year 2004 Outlook
“Looking ahead, we expect the combination of falling launch costs, efficiency gains and accelerating organic revenue growth to lead to improved earnings in the fourth quarter,” said Ligocki.
Tower Automotive anticipates 2004 fourth-quarter revenues in the range of $830 million to $855 million, with a loss of $0.10 to breakeven per diluted share, excluding restructuring charges. The company expects Adjusted EBITDA of approximately $67 million to $75 million in the 2004 fourth quarter.
Full-year 2004 revenues are estimated in the range of $3.12 billion to $3.14 billion, up approximately 12 percent from $2.8 billion in 2003. Excluding restructuring charges, divestiture gains and certain non-recurring, non-cash charges, the company expects a loss per diluted share in the range of $0.50 to $0.40 for the full year 2004. The company anticipates full-year 2004 Adjusted EBITDA of between $242 million and $250 million.
Accessing the Conference Call Webcast and PowerPoint Presentation
A conference call to discuss third-quarter results is scheduled today at 10 a.m. Eastern Time. Investors may access the Webcast and online presentation by logging onto www.towerautomotive.com, selecting “Investors” and clicking on the Webcast icon.
About Tower Automotive
Tower Automotive, Inc. is a global designer and producer of vehicle structural components and assemblies used by every major automotive original equipment manufacturer, including Ford, DaimlerChrysler, GM, Honda, Toyota, Nissan, Fiat, Hyundai/Kia, BMW, and Volkswagen Group. Products include body structures and assemblies, lower vehicle frames and structures, chassis modules and systems, and suspension components. The company is based in Novi, Mich. Additional company information is available at www.towerautomotive.com.
Tower Automotive Reports 2004 Third-Quarter Results — Page 3
Use of Non-GAAP Financial Information
In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included in this release, the company has provided information regarding a non-GAAP financial measure. This measure is “Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization” (Adjusted EBITDA). Adjusted EBITDA is a non-GAAP financial measure the company defines as earnings before interest, taxes, depreciation and amortization, non-cash restructuring and asset impairment charges/income and certain other non-recurring, non-cash charges.
Management believes that this non-GAAP financial measure is useful to both management and investors in their analysis of the company’s financial position and results of operations. In particular, management believes “Adjusted EBITDA” is useful in analyzing the company’s ability to service and repay its debt. Further, management uses this non-GAAP measure for planning and forecasting in future periods.
“Adjusted EBITDA” should not be considered in isolation or as a substitute for net income, net cash provided by operating activities or other statement of operations or cash flow statement data prepared in accordance with GAAP or as measures of profitability or liquidity. Also, this non-GAAP financial measure, as determined and presented by the company, may not be comparable to related or similarly titled measures reported by other companies.
A reconciliation of Adjusted EBITDA to net income, cash flow from operations and the cash flow statement, is included in Table C.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 that are subject to risks and uncertainties. You should not place undue reliance on those statements because they only speak as of the date of this press release. Forward-looking statements include information concerning our possible or assumed future results of operations. These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions.
Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include: (i) the degree to which we are leveraged and our ability to generate sufficient cash flow from operations to meet our future liquidity needs; (ii) our reliance on major customers and selected vehicle platforms; (iii) the cyclicality and seasonality of the automotive market; (iv) our ability to obtain new business on new and redesigned models; (v) our ability to achieve the anticipated volume of production from new and planned supply programs; (vi) general economic or business conditions affecting the automotive industry (which is dependent on consumer spending), either nationally or regionally, being less favorable than expected; (vii) increased competition in the automotive components supply market; (viii) unforeseen problems associated with international sales, including gains and losses from foreign currency exchange; (ix) changes in general economic conditions in the United States and Europe; and (x) various other factors beyond our control. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligation or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.
Tower Automotive Reports 2004 Third-Quarter Results — Page 4
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, | |||||||||||||||
| 2004 | 2003 (a) | 2004 | 2003 (a) | |||||||||||||
| Revenues | $ | 722,334 | $ | 623,013 | $ | 2,286,783 | $ | 2,098,770 | ||||||||
| Cost of sales | 689,950 | 587,167 | 2,125,040 | 1,909,952 | ||||||||||||
| Gross profit | 32,384 | 35,846 | 161,743 | 188,818 | ||||||||||||
| Selling, general and administrative expenses | 33,503 | 41,770 | 102,798 | 115,581 | ||||||||||||
| Restructuring and asset impairment charge | 2,020 | 132,243 | (3,283 | ) | 147,621 | |||||||||||
| Operating income | (3,139 | ) | (138,167 | ) | 62,228 | (74,384 | ) | |||||||||
| Interest expense, net | 36,061 | 27,268 | 105,409 | 62,120 | ||||||||||||
| Unrealized gain on derivative | (5,710 | ) | — | (3,860 | ) | — | ||||||||||
| Income (loss) before provision for income taxes | (33,490 | ) | (165,435 | ) | (39,321 | ) | (136,504 | ) | ||||||||
| Provision (benefit) for income taxes | (12,700 | ) | (56,253 | ) | (14,418 | ) | (46,412 | ) | ||||||||
| Income (loss) before equity in earnings of joint ventures and minority interest | (20,790 | ) | (109,182 | ) | (24,903 | ) | (90,092 | ) | ||||||||
| Equity in earnings of joint ventures, net | 2,124 | 4,393 | 9,093 | 8,181 | ||||||||||||
| Minority interest, net | (1,552 | ) | (1,070 | ) | (4,779 | ) | (9,730 | ) | ||||||||
| Gain on sale of joint venture | — | — | 9,732 | — | ||||||||||||
| Net income (loss) | $ | (20,218 | ) | $ | (105,859 | ) | $ | (10,857 | ) | $ | (91,641 | ) | ||||
| Basic earnings (loss) per common share: | $ | (0.35 | ) | $ | (1.87 | ) | $ | (0.19 | ) | $ | (1.62 | ) | ||||
| Weighted average basic shares outstanding | 58,293 | 56,720 | 57,901 | 56,490 | ||||||||||||
| Diluted earnings (loss) per common share: | $ | (0.35 | ) | $ | (1.87 | ) | $ | (0.19 | ) | $ | (1.62 | ) | ||||
| , | ||||||||||||||||
| Weighted average diluted shares outstanding | 58,293 | 56,720 | 57,901 | 56,490 | ||||||||||||
(a) As previously disclosed in Tower Automotive’s Annual Report on Form 10-K for the year ended December 31, 2003, the statement of operations for the three months ended June 30, 2003 has been restated to record the pension curtailment loss initially recorded in the second quarter of 2003, which should have been recorded in the third quarter of 2003. This restatement decreased reported results by $5.1 million, net of tax, or $0.09 per diluted share. This restatement had no impact on the results of operations for the nine months ended September 30, 2003. (A reconciliation of previously reported results to restated results for the third quarter of 2003 is included in Table B.)
Tower Automotive Reports 2004 Third-Quarter Results — Page 5
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands — unaudited)
| September 30, | December 31, | |||||||
| Assets | 2004 | 2003 | ||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 144,980 | $ | 160,899 | ||||
| Accounts receivable | 380,526 | 325,599 | ||||||
| Inventories | 136,967 | 130,004 | ||||||
| Deferred income taxes, net | 15,203 | 20,116 | ||||||
| Prepaid tooling and other | 149,994 | 91,662 | ||||||
| Total current assets | 827,670 | 728,280 | ||||||
| Property, plant and equipment, net | 1,168,751 | 1,055,873 | ||||||
| Investments in joint ventures | 208,023 | 248,133 | ||||||
| Deferred income taxes | 164,413 | 146,944 | ||||||
| Goodwill | 497,110 | 498,663 | ||||||
| Other assets, net | 160,022 | 168,516 | ||||||
| $ | 3,025,989 | $ | 2,846,409 | |||||
Liabilities and Stockholders’ Investment | ||||||||
| Current liabilities: | ||||||||
| Current maturities of long-term debt and capital lease Obligations | $ | 101,811 | $ | 99,597 | ||||
| Convertible Subordinated Notes, 5% due 2004 | — | 199,984 | ||||||
| Accounts payable | 668,533 | 556,036 | ||||||
| Accrued liabilities | 246,810 | 249,984 | ||||||
| Total current liabilities | 1,017,154 | 1,105,601 | ||||||
| Long-term debt, net of current maturities | 1,232,474 | 1,060,859 | ||||||
| Convertible Senior Debentures | 121,636 | — | ||||||
| Obligations under capital leases, net of current maturities | 35,353 | 42,798 | ||||||
| Other noncurrent liabilities | 214,371 | 223,641 | ||||||
| Total noncurrent liabilities | 1,603,834 | 1,327,298 | ||||||
| Stockholders’ investment: | ||||||||
| Common stock | 666 | 661 | ||||||
| Additional paid-in capital | 681,055 | 680,608 | ||||||
| Retained deficit | (192,707 | ) | (181,849 | ) | ||||
| Deferred compensation plans | (7,791 | ) | (9,609 | ) | ||||
| Accumulated other comprehensive loss | (26,898 | ) | (22,751 | ) | ||||
| Treasury stock | (49,324 | ) | (53,550 | ) | ||||
| Total stockholders’ investment | 405,001 | 413,510 | ||||||
| $ | 3,025,989 | $ | 2,846,409 | |||||
Tower Automotive Reports 2004 Third-Quarter Results — Page 6
TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands — unaudited)
| Nine Months Ended September 30, | ||||||||
| 2004 | 2003 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | (10,857 | ) | $ | (91,641 | ) | ||
| Adjustments required to reconcile net income (loss) to net cash provided by operating activities - | ||||||||
| Restructuring and asset impairment charge | (6,276 | ) | 145,724 | |||||
| Customer recovery related to program cancellation | — | 15,600 | ||||||
| Unrealized gain on derivative | (3,860 | ) | — | |||||
| Depreciation | 114,354 | 119,639 | ||||||
| Deferred income tax benefit | (25,199 | ) | (50,259 | ) | ||||
| Deferred compensation plans | 856 | — | ||||||
| Gain on sale of JV Investment | (9,732 | ) | — | |||||
| Equity in earnings of joint ventures, net | (9,093 | ) | (8,181 | ) | ||||
| Change in working capital and other operating items | (9,886 | ) | 9,260 | |||||
| Net cash provided by operating activities | 40,307 | 140,142 | ||||||
| INVESTING ACTIVITIES: | ||||||||
| Capital expenditures, net | (176,848 | ) | (180,126 | ) | ||||
| Acquisitions, including joint venture interests, earn out payments and dividends | (21,299 | ) | 274 | |||||
| Divestiture of subsidiary | 51,700 | |||||||
| Other | 3,232 | |||||||
| Net cash used in investing activities | (146,447 | ) | (176,620 | ) | ||||
| FINANCING ACTIVITIES: | ||||||||
| Proceeds from borrowings | 580,037 | 1,548,797 | ||||||
| Repayments of debt | (489,891 | ) | (1,391,411 | ) | ||||
| Net proceeds from issuance of stock | 75 | 650 | ||||||
| Net cash provided by financing activities | 90,221 | 158,036 | ||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (15,919 | ) | 121,558 | |||||
| CASH AND CASH EQUIVALENTS: | ||||||||
| Beginning of period | 160,899 | 13,699 | ||||||
| End of period | $ | 144,980 | $ | 135,257 | ||||
| Supplemental Cash Flow Information: | ||||||||
| Interest Paid, net of amounts capitalized | $ | 92,329 | $ | 57,742 | ||||
| Income taxes paid (refunded) | $ | (1,174 | ) | $ | (270 | ) | ||
Tower Automotive Reports 2004 Third-Quarter Results — Page 7
TABLE A
| Items Impacting the Third Quarter of 2004 | ||||||||
| ($ in thousands, except per share amounts) | Per share | |||||||
| Option mark to market, net of tax | $ | 5,081 | $ | 0.08 | ||||
| Restructuring expense, net of tax | (1,333 | ) | (0.02 | ) | ||||
| Per share impact | $ | 0.06 | ||||||
| Items Impacting the Third Quarter of 2003 | ||||||||
| ($ in thousands, except per share amounts) | Per share | |||||||
| Restructuring and asset impairment charge, net of tax | $ | (87,280 | ) | $ | (1.54 | ) | ||
| Litigation reserves, net of tax | (792 | ) | (0.02 | ) | ||||
| Per share impact | $ | (1.56 | ) | |||||
TABLE B
| Reconciliation of Previously Reported Results | ||||||||
| to Restated Results for the Third Quarter of | ||||||||
| 2003 | ||||||||
| ($ in thousands, except per share amounts) | Actual | Per share | ||||||
| Net loss, as previously reported | $ | (100,790 | ) | $ | (1.78 | ) | ||
| Less: Pension curtailment loss, net of tax | (5,069 | ) | (0.09 | ) | ||||
| Restated net loss | $ | (105,859 | ) | $ | (1.87 | ) | ||
Tower Automotive Reports 2004 Third-Quarter Results — Page 8
TABLE C
| Reconciliation of Adjusted EBITDA to Net Income and Cash Flows | ||||||||
| Actual | Actual | |||||||
| ($ in thousands) | Q3 2004 | Q3 2003 | ||||||
Adjusted EBITDA | $ | 35,434 | $ | 36,045 | ||||
| Less: Interest expense | 36,061 | 27,268 | ||||||
| Less: Provision for income taxes | (12,700 | ) | (56,253 | ) | ||||
| Less: Depreciation expense | 38,001 | 40,533 | ||||||
| Less: Non-cash restructuring charge | — | 130,356 | ||||||
| Plus: Option Mark to Market | 5,710 | — | ||||||
Net income (loss) | (20,218 | ) | (105,859 | ) | ||||
| Adjustments required to reconcile net income (loss) to net cash provided by operating activities - | ||||||||
| Restructuring and asset impairment charge | — | 130,356 | ||||||
| Unrealized gain on derivative | (5,710 | ) | — | |||||
| Depreciation | 38,001 | 40,533 | ||||||
| Deferred income tax benefit | (15,547 | ) | (51,070 | ) | ||||
| Deferred compensation plans | 132 | (94 | ) | |||||
| Equity in earnings of joint ventures, net | (2,124 | ) | (4,393 | ) | ||||
| Change in working capital and other operating items | 15,324 | 17,593 | ||||||
Net cash provided by operating activities | 9,858 | 27,066 | ||||||
| INVESTING ACTIVITIES: | ||||||||
| Capital expenditures, net | (45,821 | ) | (81,400 | ) | ||||
Net cash used in investing activities | (45,821 | ) | (81,400 | ) | ||||
| FINANCING ACTIVITIES: | ||||||||
| Proceeds from borrowings | 3,546 | 61,369 | ||||||
| Repayments of debt | (15,498 | ) | (77,229 | ) | ||||
| Net proceeds from issuance of stock | 10 | 168 | ||||||
Net cash provided by financing activities | (11,942 | ) | (15,692 | ) | ||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | (47,905 | ) | (70,026 | ) | ||||
| CASH AND CASH EQUIVALENTS: | ||||||||
| Beginning of period | $ | 192,885 | $ | 205,283 | ||||
| End of period | $ | 144,980 | $ | 135,257 | ||||
Tower Automotive Reports 2004 Third-Quarter Results — Page 9
| Reconciliation of Adjusted EBITDA to Net Income | ||||||||
| Forecast | Forecast | |||||||
| ($ in thousands) | Q4 2004 | 2004 | ||||||
| Adjusted EBITDA | $ | 72,000 | $ | 246,600 | ||||
| Less: Interest expense | 36,200 | 141,600 | ||||||
| Less: Provision for income taxes | (1,700 | ) | (16,100 | ) | ||||
| Less: Depreciation expense | 40,800 | 155,200 | ||||||
| Plus: Mark to Market on Option | — | 3,900 | ||||||
| Plus: Non-cash restructuring charge reversal | — | 6,300 | ||||||
| Plus: Divestiture gains | — | 10,000 | ||||||
| Net income | $ | (3,300 | ) | $ | (13,900 | ) | ||
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