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 information 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 STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts - unaudited)
		Three Months Ended September 30, 2012
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Revenues		$	563,849			$	(71,722	)		(a)		$	492,127
Cost of sales			511,577				(71,949	)		(a)			439,628
Gross profit			52,272				227						52,499
Selling, general and administrative expenses			33,962				(1,708	)		(a)			32,254
Amortization expense			1,120				-						1,120
Restructuring and related asset impairment charges, net			3,186				-						3,186
Operating income / (loss)			14,004				1,935						15,939
Interest expense			15,372				(1,842	)		(a)			13,530
Interest income			397				(39	)		(a)			358
Other expense			-				-						-
Income / (loss) before provision for income taxes			(971	)			3,738						2,767
Provision for income taxes			2,240				807			(a)			3,047
Net income / (loss)			(3,211	)			2,931						(280	)
Less: Net income attributable to the noncontrolling interests			1,593				-						1,593
Net income / (loss) attributable to Tower International, Inc.		$	(4,804	)		$	2,931					$	(1,873	)
Weighted average common shares outstanding
Basic			20,246,797				20,246,797						20,246,797
Diluted			20,246,797				20,246,797						20,246,797
Net income / (loss) per share attributable to Tower International, Inc.:
Basic		$	(0.24	)		$	0.15					$	(0.09	)
Diluted			(0.24	)			0.15						(0.09	)

 

 

 

 

Adjusted EBITDA reconciliation		Three Months Ended September 30, 2012
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Adjusted EBITDA		$	44,210			$	1,487			(a)		$	42,723
Restructuring			(3,186	)			-						(3,186	)
Depreciation and amortization			(26,919	)			(3,421	)		(a)			(23,498	)
Acquisition costs and other			(101	)			-						(101	)
Interest expense, net			(14,975	)			(1,804	)		(a)			(13,171	)
Provision for income taxes			(2,240	)			807			(a)			(3,047	)
Net income attributable to noncontrolling interests			(1,593	)			-						(1,593	)
Net income / (loss) attributable to Tower International, Inc.		$	(4,804	)		$	(2,931	)				$	(1,873	)

 

 

 

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CERTAIN ITEMS INCLUDED IN NET INCOME / (LOSS)
(Amounts in thousands, except per share amounts - unaudited)
		Three Months Ended September 30, 2012
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Income / (expense) items included in net income / (loss), net of tax:
Restructuring expense
Plant relocation costs			(1,683	)			-						(1,683	)
Asset impairments			(575	)			-						(575	)
Provision for income taxes
German tax audit			1,087				-						1,087
Total items included in net income / (loss)		$	(1,171	)		$	-					$	(1,171	)
Net income / (loss) attributable to Tower International, Inc.		$	(4,804	)		$	(2,913	)		(a)		$	(1,891	)
Memo: Average shares outstanding (in thousands)
Basic			20,247				20,247						20,247
Diluted			20,247				20,247						20,247
Income / (loss) per common share (GAAP)
Basic		$	(0.24	)		$	(0.15	)		(a)		$	(0.09	)
Diluted			(0.24	)			(0.15	)		(a)			(0.09	)
Diluted adjusted income / (loss) per share (non-GAAP)*			(0.18	)			(0.15	)		(a)			(0.03	)

 

* Excludes the certain items shown above

 

 

 

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts - unaudited)
		Three Months Ended June 30, 2012
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Revenues		$	643,857			$	(88,905	)		(a)		$	554,952
Cost of sales			568,680				(83,407	)		(a)			485,273
Gross profit			75,177				(5,498	)					69,679
Selling, general and administrative expenses			34,139				(1,593	)		(a)			32,546
Amortization expense			1,142				-						1,142
Restructuring and related asset impairment charges, net			2,833				-						2,833
Operating income / (loss)			37,063				(3,905	)					33,158
Interest expense			15,842				(1,887	)		(a)			13,955
Interest income			233				(54	)		(a)			179
Other expense			-				-						-
Income / (loss) before provision for income taxes			21,454				(2,072	)					19,382
Provision for income taxes			12,980				(456	)		(a)			12,524
Net income / (loss)			8,474				(1,616	)					6,858
Less: Net income attributable to the noncontrolling interests			1,600				-						1,600
Net income / (loss) attributable to Tower International, Inc.		$	6,874			$	(1,616	)				$	5,258
Weighted average common shares outstanding
Basic			20,134,096				20,134,096						20,134,096
Diluted			20,328,764				20,328,764						20,328,764
Net income / (loss) per share attributable to Tower International, Inc.:
Basic		$	0.34			$	(0.08	)				$	0.26
Diluted			0.34				(0.08	)					0.26

 

 

 

Adjusted EBITDA reconciliation		Three Months Ended June 30, 2012
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Adjusted EBITDA		$	67,849			$	7,238			(a)		$	60,611
Restructuring			(2,833	)			-						(2,833	)
Depreciation and amortization			(25,738	)			(3,334	)		(a)			(22,404	)
Acquisition costs and other			(117	)			-						(117	)
Expense related to the compensation programs			(2,099	)			-						(2,099	)
Interest expense, net			(15,608	)			(1,832	)		(a)			(13,776	)
Provision for income taxes			(12,980	)			(456	)		(a)			(12,524	)
Net income attributable to noncontrolling interests			(1,600	)			-						(1,600	)
Net income / (loss) attributable to Tower International, Inc.		$	6,874			$	1,616					$	5,258

 

 

 

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CERTAIN ITEMS INCLUDED IN NET INCOME / (LOSS)
(Amounts in thousands, except per share amounts - unaudited)
		Three Months Ended June 30, 2012
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Income / (expense) items included in net income / (loss), net of tax:
Selling, general and administrative expenses
Incentive compensation related to funding events		$	(2,099	)		$	-					$	(2,099	)
Restructuring expense
Severance costs in Europe			(488	)			-						(488	)
Plant relocation costs			(1,188	)			-						(1,188	)
Provision for income taxes
Valuation allowance in Brazil			(6,494	)			-						(6,494	)
Total items included in net income / (loss)		$	(10,269	)		$	-					$	(10,269	)
Net income / (loss) attributable to Tower International, Inc.		$	6,874			$	1,616			(a)		$	5,258
Memo: Average shares outstanding (in thousands)
Basic			20,134				20,134						20,134
Diluted			20,329				20,329						20,329
Income / (loss) per common share (GAAP)
Basic		$	0.34			$	0.08			(a)		$	0.26
Diluted			0.34				0.08			(a)			0.26
Diluted adjusted income / (loss) per share (non-GAAP)*			0.84				0.08			(a)			0.76

 

* Excludes the certain items shown above

 

 

 

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts - unaudited)
		Three Months Ended March 31, 2012
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Revenues		$	617,563			$	(87,872	)		(a)		$	529,691
Cost of sales			557,425				(83,447	)		(a)			473,978
Gross profit			60,138				(4,425	)					55,713
Selling, general and administrative expenses			38,052				(1,601	)		(a)			36,451
Amortization expense			1,177				-						1,177
Restructuring and related asset impairment charges, net			1,934				-						1,934
Operating income / (loss)			18,975				(2,824	)					16,151
Interest expense			15,676				(1,912	)		(a)			13,764
Interest income			327				(33	)		(a)			294
Other expense			-				-						-
Income / (loss) before provision for income taxes			3,626				(945	)					2,681
Provision for income taxes			2,350				(208	)		(a)			2,142
Net income / (loss)			1,276				(737	)					539
Less: Net income attributable to the noncontrolling interests			1,434				-						1,434
Net income / (loss) attributable to Tower International, Inc.		$	(158	)		$	(737	)				$	(895	)
Weighted average common shares outstanding
Basic			19,691,679				19,691,679						19,691,679
Diluted			19,691,679				19,691,679						19,691,679
Net income / (loss) per share attributable to Tower International, Inc.:
Basic		$	(0.01	)		$	(0.04	)				$	(0.05	)
Diluted			(0.01	)			(0.04	)					(0.05	)

 

 

 

Adjusted EBITDA reconciliation		Three Months Ended March 31, 2012
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Adjusted EBITDA		$	50,824			$	6,230			(a)		$	44,594
Restructuring			(1,934	)			-						(1,934	)
Depreciation and amortization			(25,687	)			(3,376	)		(a)			(22,311	)
Acquisition costs and other			(68	)									(68	)
Expense related to the compensation programs			(4,160	)			(30	)		(a)			(4,130	)
Interest expense, net			(15,349	)			(1,879	)		(a)			(13,470	)
Provision for income taxes			(2,350	)			(208	)		(a)			(2,142	)
Net income attributable to noncontrolling interests			(1,434	)			-						(1,434	)
Net income / (loss) attributable to Tower International, Inc.		$	(158	)		$	737					$	(895	)

 

 

 

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CERTAIN ITEMS INCLUDED IN NET INCOME / (LOSS)
(Amounts in thousands, except per share amounts - unaudited)
		Three Months Ended March 31, 2012
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Income / (expense) items included in net income / (loss), net of tax:
Selling, general and administrative expenses
Incentive compensation related to funding events		$	(4,029	)		$	(23	)		(a)		$	(4,006	)
Restructuring expense
Severance costs in Europe			(715	)			-						(715	)
Total items included in net income / (loss)		$	(4,744	)		$	(23	)				$	(4,721	)
Net income / (loss) attributable to Tower International, Inc.		$	(158	)		$	737			(a)		$	(895	)
Memo: Average shares outstanding (in thousands)
Basic			19,692				19,692						19,692
Diluted			19,692				19,692						19,692
Income / (loss) per common share (GAAP)
Basic		$	(0.01	)		$	0.04			(a)		$	(0.05	)
Diluted			(0.01	)			0.04			(a)			(0.05	)
Diluted adjusted income / (loss) per share (non-GAAP)*			0.23				0.04			(a)			0.19

 

* Excludes the certain items shown above

 

 

 

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts - unaudited)
		Three Months Ended December 31, 2011
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Revenues		$	614,745			$	(97,883	)		(a)		$	516,862
Cost of sales			546,558				(87,939	)		(a)			458,619
Gross profit			68,187				(9,944	)					58,243
Selling, general and administrative expenses			39,199				(1,680	)		(a)			37,519
Amortization expense			1,191				-						1,191
Restructuring and related asset impairment charges, net			514				-						514
Operating income / (loss)			27,283				(8,264	)					19,019
Interest expense			16,533				(1,788	)		(a)			14,745
Interest income			199				-			(a)			199
Other expense			131				-						131
Income / (loss) before provision for income taxes			10,818				(6,476	)					4,342
Provision for income taxes			3,082				(1,045	)		(a)			2,037
Net income / (loss)			7,736				(5,431	)					2,305
Less: Net income attributable to the noncontrolling interests			1,072				-						1,072
Net income / (loss) attributable to Tower International, Inc.		$	6,664			$	(5,431	)				$	1,233
Weighted average common shares outstanding
Basic			19,683,032				19,683,032						19,683,032
Diluted			20,221,004				20,221,004						20,221,004
Net income / (loss) per share attributable to Tower International, Inc.:
Basic		$	0.34			$	(0.28	)				$	0.06
Diluted			0.33				(0.27	)					0.05

 

 

 

Adjusted EBITDA reconciliation		Three Months Ended December 31, 2011
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Adjusted EBITDA		$	57,471			$	11,233			(a)		$	46,238
Restructuring			(514	)			-						(514	)
Depreciation and amortization			(25,063	)			(2,911	)		(a)			(22,152	)
Acquisition costs and other			(107	)									(107	)
Expense related to the compensation programs			(4,503	)			(58	)		(a)			(4,445	)
Interest expense, net			(16,335	)			(1,788	)		(a)			(14,547	)
Other expense			(131	)			-						(131	)
Provision for income taxes			(3,082	)			(1,045	)		(a)			(2,037	)
Net income attributable to noncontrolling interests			(1,072	)			-						(1,072	)
Net income / (loss) attributable to Tower International, Inc.		$	6,664			$	5,431					$	1,233

 

 

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CERTAIN ITEMS INCLUDED IN NET INCOME / (LOSS)
(Amounts in thousands, except per share amounts - unaudited)
		Three Months Ended December 31, 2011
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
Income / (expense) items included in net income / (loss), net of tax:
Selling, general and administrative expenses
Incentive compensation related to funding events		$	(4,349	)		$	(44	)		(a)		$	(4,305	)
Interest expense
Acceleration of the amortization of debt issue costs and OID			(302	)			-						(302	)
Other items
Partial retirement of senior secured notes			(131	)			-						(131	)
Total items included in net income / (loss)		$	(4,782	)		$	(44	)				$	(4,738	)
Net income / (loss) attributable to Tower International, Inc.		$	6,664			$	5,433			(a)		$	1,231
Memo: Average shares outstanding (in thousands)
Basic			19,683				19,683						19,683
Diluted			20,221				20,221						20,221
Income / (loss) per common share (GAAP)
Basic		$	0.34			$	0.28			(a)		$	0.06
Diluted			0.33				0.27			(a)			0.06
Diluted adjusted income / (loss) per share (non-GAAP)*			0.57				0.27			(a)			0.30

 

* Excludes the certain items shown above

 

 

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
		Nine Months Ended September 30, 2012
		As Reported				Pro Forma Adjustments				Notes		Pro Forma
OPERATING ACTIVITIES:
Net income / (loss)		$	6,539			$	(578	)		(a)		$	7,117
Adjustments required to reconcile net loss to net cash provided by operating activities:
Deferred income tax provision			12,590				-			(a)			12,590
Depreciation and amortization			78,344				10,131			(a)			68,213
Non-cash share-based compensation			8,485				-			(a)			8,485
Pension expense, net of contributions			(13,552	)			-			(a)			(13,552	)
Change in working capital and other operating items			(66,565	)			(21,489	)		(a)			(45,076	)
Net cash provided by continuing operating activities		$	25,841			$	(11,936	)				$	37,777
INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant and equipment, net		$	(106,581	)		$	(21,878	)		(a)		$	(84,703	)
Net assets acquired, net of cash acquired			-				-			(a)			-
Net cash used in continuing investing activities		$	(106,581	)		$	(21,878	)				$	(84,703	)
FINANCING ACTIVITIES:
Proceeds from borrowings		$	494,644			$	29,383			(a)		$	465,261
Repayments of borrowings			(428,834	)			(17,808	)		(a)			(411,026	)
Purchase of treasury stock			(3,167	)			-			(a)			(3,167	)
Net cash provided by continuing financing activities		$	62,643			$	11,575					$	51,068
Effect of exchange rate changes on continuing cash and cash equivalents		$	2,083			$	1,194			(a)		$	889
NET CHANGE IN CASH AND CASH EQUIVALENTS		$	(16,014	)		$	(21,045	)				$	5,031
CASH AND CASH EQUIVALENTS:
Beginning of period		$	134,984			$	35,374					$	99,610
End of period		$	118,970			$	14,329					$	104,641

 

 

 

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.