Form 8-K Tower International, For: Feb 12

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 12, 2015

 

TOWER INTERNATIONAL, INC. 

(Exact Name of Registrant as Specified in its Charter)

 

Delaware	001-34903	27-3679414
(State or Other	(Commission	(IRS Employer
Jurisdiction of Incorporation)	File Number)	Identification No.)
17672 Laurel Park Drive North, Suite 400E, Livonia, Michigan		48152
(Address of principal executive offices)		(Zip Code)

 

Registrant's telephone number, including area code: (248) 675-6000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On February 12, 2015, the Company announced its plans to sell two of its consolidated Joint Ventures in China. For reporting purposes, the results of these operations will be included as income from discontinued operations in the Company’s fourth quarter 2014 results.

 

Pro forma financial information for all quarters of 2014 is provided in Item 9.01 of this Current Report on Form 8-K.

 

The information in this report, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(b)

Pro Forma Financial Information.

 

 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

 

	TOWER INTERNATIONAL, INC.
	By:	/s/ Jeffrey Kersten
	Name:	Jeffrey Kersten
	Title:	Senior Vice President and Corporate Controller

 

Dated: February 12, 2015

 

 

 

 

 

 

 

 

INDEX TO EXHIBITS

 

99.1	Pro Forma Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

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