##### Table of Contents



Form 10-Q
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ___ to ___
 Commission file number 1-12733
 TOWER AUTOMOTIVE, INC.
  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    41-1746238
(I.R.S. Employer
Identification No.)27175 Haggerty Road
Novi, Michigan
(Address of principal executive offices)
    
    48377
(Zip Code)
 (248) 675-6000
 Not Applicable
  Yes  o
    
    No  þ
  Yes  þ
    
    No  o
  Yes  o
    
    No  þ




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Tower Automotive, Inc.
Form 10-Q
 Table of Contents
 PART I Financial InformationItem 1. Financial Statements:Condensed Consolidated Balance Sheets (unaudited) at June 30, 2005 and December 31, 2004Condensed Consolidated Statements of Operations (unaudited) for the Three Months and Six Months Ended June 30, 2005 and 2004Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2005 and 2004Notes to Condensed Consolidated Financial Statements (unaudited)Item 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market Risk See Market Risk section of Part I, Item 2Item 4. Controls and ProceduresPART II Other InformationItem 1. Legal ProceedingsItem 6. ExhibitsSignaturesSection 302 Certification of Chief Executive OfficerSection 320 Certification of Chief Financial OfficerSection 906 Certification of Chief Executive OfficerSection 906 Certification of Chief Executive Officer




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##### Table of Contents



PART 1 FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements.
 TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Amounts in thousands  unaudited)
 June 30, 2005
    
    
    December 31, 2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    51,581
    
    
    $
    149,101Accounts receivable
    
    
    534,243
    
    
    
    346,031Inventories
    
    
    134,390
    
    
    
    159,034Prepaid tooling and other
    
    
    148,226
    
    
    
    124,938Total current assets
    
    
    868,440
    
    
    
    779,104Property, plant and equipment, net
    
    
    1,087,319
    
    
    
    1,205,640Investments in joint ventures
    
    
    217,967
    
    
    
    227,740Goodwill
    
    
    156,272
    
    
    
    174,563Other assets, net
    
    
    141,803
    
    
    
    173,727Total assets
    
    $
    2,471,801
    
    
    $
    2,560,774LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities not subject to compromise:Current maturities of long-term debt and capital
lease obligations
    
    $
    138,784
    
    
    $
    133,156Accounts payable
    
    
    341,204
    
    
    
    638,118Accrued liabilities
    
    
    280,820
    
    
    
    286,262Total current liabilities
    
    
    760,808
    
    
    
    1,057,536Liabilities subject to compromise
    
    
    1,192,883
    
    
    
    Non-current liabilities not subject to compromise:Long-term debt, net of current maturities
    
    
    89,639
    
    
    
    1,239,562Debtor-in-possession borrowings
    
    
    533,286
    
    
    
    Convertible senior debentures
    
    
    
    
    
    
    121,723Obligations under capital leases, net of current maturities
    
    
    31,349
    
    
    
    36,823Other non-current liabilities
    
    
    230,389
    
    
    
    226,062Total non-current liabilities
    
    
    884,663
    
    
    
    1,624,170Stockholders deficit:Preferred stock
    
    
    
    
    
    
    Common stock
    
    
    666
    
    
    
    666Additional paid-in-capital
    
    
    681,272
    
    
    
    681,084Retained deficit
    
    
    (948,204
    )
    
    
    (715,754
    )Deferred compensation plans
    
    
    (7,261
    )
    
    
    (7,636
    )Accumulated other comprehensive loss
    
    
    (43,702
    )
    
    
    (29,968
    )Treasury stock
    
    
    (49,324
    )
    
    
    (49,324
    )Total stockholders deficit
    
    
    (366,553
    )
    
    
    (120,932
    )Total liabilities and stockholders deficit
    
    $
    2,471,801
    
    
    $
    2,560,774
  1




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TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Amounts in thousands, except per share amounts  unaudited)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues
    
    $
    923,014
    
    
    $
    783,213
    
    
    $
    1,838,894
    
    
    $
    1,564,449Cost of Sales
    
    
    843,625
    
    
    
    714,499
    
    
    
    1,694,714
    
    
    
    1,435,090Gross Profit
    
    
    79,389
    
    
    
    68,714
    
    
    
    144,180
    
    
    
    129,359Selling, general, and administrative expenses
    
    
    39,422
    
    
    
    35,141
    
    
    
    82,628
    
    
    
    69,295Restructuring and asset impairment charges, net
    
    
    39,289
    
    
    
    304
    
    
    
    71,184
    
    
    
    (5,303
    )Operating income (loss)
    
    
    678
    
    
    
    33,269
    
    
    
    (9,632
    )
    
    
    65,367Interest expense, net (Contractual interest of $40,759
and $96,727 in 2005)
    
    
    22,343
    
    
    
    37,878
    
    
    
    66,013
    
    
    
    69,348Chapter 11 and related reorganization items
    
    
    103,287
    
    
    
    
    
    
    
    144,909
    
    
    
    Unrealized loss on derivative
    
    
    
    
    
    
    1,850
    
    
    
    
    
    
    
    1,850Income (loss) before provision for income taxes,
equity in earnings of joint ventures, minority
interest
and gain on sale of joint venture
    
    
    (124,952
    )
    
    
    (6,459
    )
    
    
    (220,554
    )
    
    
    (5,831
    )Provision (benefit) for income taxes
    
    
    9,697
    
    
    
    (2,196
    )
    
    
    15,822
    
    
    
    (1,718
    )Loss before equity in earnings of joint
ventures, minority interest, and gain on sale of joint
venture
    
    
    (134,649
    )
    
    
    (4,263
    )
    
    
    (236,376
    )
    
    
    (4,113
    )Equity in earnings of joint ventures, net of tax
    
    
    2,222
    
    
    
    3,522
    
    
    
    6,485
    
    
    
    6,969Minority interest, net of tax
    
    
    (1,223
    )
    
    
    (1,916
    )
    
    
    (2,557
    )
    
    
    (3,227
    )Gain on sale of joint venture, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,732Net income (loss)
    
    $
    (133,650
    )
    
    $
    (2,657
    )
    
    $
    (232,448
    )
    
    $
    9,361Basic earnings (loss) per share
    
    $
    (2.28
    )
    
    $
    (0.05
    )
    
    $
    (3.96
    )
    
    $
    0.16Weighted average basic shares outstanding
    
    
    58,646
    
    
    
    58,067
    
    
    
    58,647
    
    
    
    57,705Diluted earnings (loss) per share
    
    $
    (2.28
    )
    
    $
    (0.05
    )
    
    $
    (3.96
    )
    
    $
    0.16Weighted average diluted shares outstanding
    
    
    58,646
    
    
    
    58,067
    
    
    
    58,647
    
    
    
    58,500
  2




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TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Amounts in thousands  unaudited)
 Six Months Ended June 30,2005
    
    
    2004OPERATING ACTIVITIES:Net income (loss)
    
    $
    (232,448
    )
    
    $
    9,361Adjustments required to reconcile net loss to net cash
provided by (used in) operating activities:Chapter 11 and related reorganization expenses
    
    
    131,535
    
    
    
    Non-cash restructuring and impairment
    
    
    63,722
    
    
    
    (6,276
    )Depreciation
    
    
    89,931
    
    
    
    76,353Deferred income tax expense (benefit)
    
    
    12,711
    
    
    
    (9,652
    )Gain on sale of joint venture investment
    
    
    
    
    
    
    (9,732
    )Equity in earnings of joint ventures, net
    
    
    (6,485
    )
    
    
    (6,969
    )Change in working capital and other operating items
    
    
    (208,690
    )
    
    
    (22,636
    )Net cash provided by (used in) operating activities
    
    
    (149,724
    )
    
    
    30,449INVESTING ACTIVITIES:Capital expenditures
    
    
    (51,537
    )
    
    
    (131,027
    )Divestitures and other
    
    
    
    
    
    
    51,700Acquisitions
    
    
    
    
    
    
    (21,299
    )Net cash used in investing activities
    
    
    (51,537
    )
    
    
    (100,626
    )FINANCING ACTIVITIES:Proceeds from borrowings
    
    
    18,452
    
    
    
    576,491Repayments of borrowings
    
    
    (449,871
    )
    
    
    (474,393
    )Borrowings from DIP credit facility
    
    
    866,785
    
    
    
    Repayments of borrowings from DIP credit facility
    
    
    (331,625
    )
    
    
    Net proceeds from issuance of common stock
    
    
    
    
    
    
    65Net cash provided by financing activities
    
    
    103,741
    
    
    
    102,163NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    (97,520
    )
    
    
    31,986Cash and cash equivalents, beginning of period
    
    
    149,101
    
    
    
    160,899CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    51,581
    
    
    $
    192,885Supplemental Cash Flow Information:Interest paid, net of amounts capitalized
    
    $
    29,161
    
    
    $
    63,790Income taxes refunded
    
    $
    (292
    )
    
    $
    (1,191
    )
  3




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TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 1. Basis of Presentation
     2. Chapter 11 Reorganization Proceedings
  4




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Financial Statement Classification
  5




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June 30, 2005Debt:5.75% Convertible senior debentures
    
    $
    125,000Due to Tower Automotive Capital Trust
    
    
    258,7509.25% Senior Euro notes
    
    
    181,50012% Senior notes
    
    
    258,000Total debt
    
    
    823,250Pre-petition accounts payable
    
    
    241,525Accrued interest on debt subject to compromise
    
    
    21,178Accrued liabilities
    
    
    5,649Executory Contracts
    
    
    101,281Consolidated liabilities subject to compromise
    
    
    1,192,883Inter-company payable to non-Debtor subsidiaries
    
    
    16,363Total liabilities subject to compromise
    
    $
    1,209,246
  Three Months Ended
    
    
    Six Months EndedJune 30, 2005
    
    
    June 30, 2005Professional fees directly related to the filing
    
    $
    7,770
    
    
    $
    19,964Key employee retention costs
    
    
    1,657
    
    
    
    1,693Write off of deferred financing costs
    
    
    
    
    
    
    29,135Estimated executory contract rejection damages
    
    
    93,712
    
    
    
    93,920Other expenses directly attributable to the
Companys reorganization
    
    
    148
    
    
    
    197Total
    
    $
    103,287
    
    
    $
    144,909
  6




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Debtors Financial Statements
  Debtors Condensed Consolidated Balance Sheet
Debtors- in-Possession
 June 30, 2005ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    5,756Accounts receivable, net
    
    
    304,423Inventories
    
    
    68,684Prepaid tooling and other
    
    
    43,836Total current assets
    
    
    422,699Property, plant and equipment, net
    
    
    593,933Investments in non-Debtor subsidiaries
    
    
    412,696Inter-company receivables
    
    
    404,984Other assets, net
    
    
    92,771Total assets
    
    $
    1,927,083LIABILITIES AND STOCKHOLDERS DEFICITCurrent Liabilities Not Subject to Compromise:Current maturities of long-term debt and capital lease
obligations
    
    $
    15,682Accounts payable
    
    
    114,896Accrued liabilities
    
    
    192,212Total current liabilities
    
    
    322,790Liabilities subject to compromise
    
    
    1,209,246Non-Current Liabilities Not Subject to Compromise:Long-term debt, net of current maturities
    
    
    43,774DIP borrowings
    
    
    533,286Other noncurrent liabilities
    
    
    184,540Total noncurrent liabilities
    
    
    761,600Total
stockholders deficit
    
    
    (366,553
    )Total liabilities and stockholders deficit
    
    $
    1,927,083
 7




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Debtors Condensed Consolidated Statement of Operations
Debtors-in- Possession
 Three Months Ended
    
    
    Six Months EndedJune 30, 2005
    
    
    June 30, 2005Revenues
    
    $
    557,522
    
    
    $
    1,135,139Cost of sales
    
    
    519,356
    
    
    
    1,064,500Gross profit
    
    
    38,166
    
    
    
    70,639Selling, general and administrative expenses
    
    
    25,277
    
    
    
    54,059Restructuring and asset impairment charges, net
    
    
    37,538
    
    
    
    69,433Chapter 11 and related reorganization items
    
    
    103,287
    
    
    
    144,909Operating loss
    
    
    (127,936
    )
    
    
    (197,762
    )Interest expense, net
    
    
    19,401
    
    
    
    59,961Inter-company interest income
    
    
    (5,708
    )
    
    
    (11,598
    )Loss before provision for income taxes, equity
in earnings of joint ventures and equity in earnings
from non-Debtor subsidiaries
    
    
    (141,629
    )
    
    
    (246,125
    )Provision for income taxes
    
    
    4,964
    
    
    
    8,215Loss before equity in earnings of joint
ventures and equity in earnings of non-Debtor
subsidiaries
    
    
    (146,593
    )
    
    
    (254,340
    )Equity in earnings of joint ventures, net of tax
    
    
    89
    
    
    
    Equity in earnings of non-Debtor subsidiaries
    
    
    12,854
    
    
    
    21,892Net loss
    
    $
    (133,650
    )
    
    $
    (232,448
    )
 8




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Debtors Condensed Consolidated Statement of Cash Flows
Debtors- in-Possession
 Six MonthsEnded June 30,2005OPERATING ACTIVITIES:Net loss
    
    $
    (232,448
    )Adjustments required to reconcile net loss to net
cash provided by (used in) operating activities:Chapter 11 and related reorganization expenses
    
    
    131,535Non-cash restructuring and impairment
    
    
    62,155Depreciation
    
    
    56,106Equity in earnings of non-Debtor subsidiaries
    
    
    (21,892
    )Equity in loss of joint ventures, net
    
    
    Change in working capital and other operating items
    
    
    (191,080
    )Net cash used in operating activities
    
    
    (195,624
    )INVESTING ACTIVITIES:Capital expenditures
    
    
    (11,920
    )Net cash used for investing activities
    
    
    (11,920
    )FINANCING ACTIVITIES:Repayments of pre-petition borrowings
    
    
    (428,941
    )Proceeds from DIP borrowings
    
    
    866,785Repayments of DIP borrowings
    
    
    (331,625
    )Net cash provided by financing activities
    
    
    106,219NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    (101,325
    )Cash and cash equivalents, beginning of period
    
    
    107,081CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    5,756
 3. Inventories
  June 30, 2005
    
    
    December 31, 2004Raw materials
    
    $
    65,166
    
    
    $
    91,220Work in process
    
    
    30,038
    
    
    
    26,820Finished goods
    
    
    39,186
    
    
    
    40,994$
    134,390
    
    
    $
    159,034
 9




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4. Debt
 Chapter 11 Impact
      DIP Financing
     10




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Back-Stop Agreement
   Debt Classified as Not Subject to Compromise
  Interest Rate Swap Contracts
   5. Accounts Receivable Securitization Facility
  11




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6. Income Taxes
   7. Stockholders Deficit
 Earnings (Loss) Per Share
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Weighted average number of common
shares outstanding
    
    
    58,646
    
    
    
    58,067
    
    
    
    58,647
    
    
    
    57,705Dilutive effect of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142Dilutive effect of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    653Weighted average number of
diluted shares outstanding
    
    
    58,646
    
    
    
    58,067
    
    
    
    58,647
    
    
    
    58,500
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Stock-Based Compensation
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income (loss) as reported
    
    $
    (133,650
    )
    
    $
    (2,657
    )
    
    $
    (232,448
    )
    
    $
    9,361Add: Stock-based compensation
included in reported net income
(loss), net of related tax effects
    
    
    237
    
    
    
    273
    
    
    
    511
    
    
    
    572Deduct: Stock-based employee
compensation (expense) income
determined under fair value based
method for all awards, net of
related tax effects
    
    
    542
    
    
    
    (541
    )
    
    
    654
    
    
    
    (1,136
    )Pro Forma
    
    $
    (132,871
    )
    
    $
    (2,925
    )
    
    $
    (231,283
    )
    
    $
    8,797
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Basic earnings
(loss) per share as
reported
    
    $
    (2.28
    )
    
    $
    (0.05
    )
    
    $
    (3.96
    )
    
    $
    0.16Pro Forma
    
    
    (2.27
    )
    
    
    (0.05
    )
    
    
    (3.94
    )
    
    
    0.15Diluted earnings
(loss) per share as
reported
    
    $
    (2.28
    )
    
    $
    (0.05
    )
    
    $
    (3.96
    )
    
    $
    0.16Pro Forma
    
    
    (2.27
    )
    
    
    (0.05
    )
    
    
    (3.94
    )
    
    
    0.15
   8. Acquisitions
  13




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9. Investments in Joint Ventures
   10. Retirement Plans
  Pension Benefits
    
    
    Other Benefits2005
    
    
    2004
    
    
    2005
    
    
    2004Service cost
    
    $
    1,720
    
    
    $
    2,140
    
    
    $
    200
    
    
    $
    94Interest cost
    
    
    3,790
    
    
    
    3,626
    
    
    
    2,065
    
    
    
    1,935Expected return on plan assets
    
    
    (3,672
    )
    
    
    (3,045
    )
    
    
    
    
    
    
    Amortization of transition assets
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    1,231
    
    
    
    1,054
    
    
    
    
    
    
    
    Amortization of net losses
    
    
    1,027
    
    
    
    941
    
    
    
    3,229
    
    
    
    1,495Net periodic benefit cost
    
    $
    4,096
    
    
    $
    4,715
    
    
    $
    5,494
    
    
    $
    3,524
  Pension Benefits
    
    
    Other Benefits2005
    
    
    2004
    
    
    2005
    
    
    2004Service cost
    
    $
    3,440
    
    
    $
    4,280
    
    
    $
    400
    
    
    $
    189Interest cost
    
    
    7,580
    
    
    
    7,252
    
    
    
    4,130
    
    
    
    3,869Expected return on plan assets
    
    
    (7,344
    )
    
    
    (6,089
    )
    
    
    
    
    
    
    Amortization of transition assets
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    2,462
    
    
    
    2,108
    
    
    
    
    
    
    
    Amortization of net losses
    
    
    2,054
    
    
    
    1,882
    
    
    
    6,459
    
    
    
    2,990Net periodic benefit cost
    
    $
    8,192
    
    
    $
    9,431
    
    
    $
    10,989
    
    
    $
    7,048
  14




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11. Segment Information
  North America
    
    
    International
    
    
    TotalTHREE MONTHS ENDED JUNE 30, 2005:Revenues
    
    $
    570,397
    
    
    $
    352,617
    
    
    $
    923,014Operating income (loss)
    
    
    (26,346
    )
    
    
    27,024
    
    
    
    678Restructuring and asset impairment charge
    
    
    (37,538
    )
    
    
    (1,751
    )
    
    
    (39,289
    )Total assets
    
    
    1,356,539
    
    
    
    1,115,262
    
    
    
    2,471,801THREE MONTHS ENDED JUNE 30, 2004:Revenues
    
    $
    517,468
    
    
    $
    265,745
    
    
    $
    783,213Operating income
    
    
    13,553
    
    
    
    19,716
    
    
    
    33,269Total assets
    
    
    2,034,475
    
    
    
    1,009,041
    
    
    
    3,043,516SIX MONTHS ENDED JUNE 30, 2005:Revenues
    
    $
    1,160,005
    
    
    $
    678,889
    
    
    $
    1,838,894Operating income (loss)
    
    
    (56,197
    )
    
    
    46,565
    
    
    
    (9,632
    )Restructuring and asset impairment charge
    
    
    (69,433
    )
    
    
    (1,751
    )
    
    
    (71,184
    )Total assets
    
    
    1,356,539
    
    
    
    1,115,262
    
    
    
    2,471,801SIX MONTHS ENDED JUNE 30, 2004:Revenues
    
    $
    1,051,350
    
    
    $
    513,099
    
    
    $
    1,564,449Operating income
    
    
    28,910
    
    
    
    36,457
    
    
    
    65,367Total assets
    
    
    2,034,475
    
    
    
    1,009,041
    
    
    
    3,043,516
  InternationalBalance at December 31, 2004
    
    $
    174,563Currency translation adjustment
    
    
    (18,291
    )Balance at June 30, 2005
    
    $
    156,272
 15




---



##### Table of Contents



12. Restructuring and Asset Impairment Charges
       Severance
    
    
    Other Costs
    
    
    TotalBalance at December 31, 2004
    
    $
    2,615
    
    
    $
    4,349
    
    
    $
    6,964Provision
    
    
    6,595
    
    
    
    
    
    
    
    6,595Cash usage
    
    
    (970
    )
    
    
    
    
    
    
    (970
    )Non-cash charges and revisions of estimates
    
    
    (1,089
    )
    
    
    (4,349
    )
    
    
    (5,438
    )Balance at June 30, 2005
    
    $
    7,151
    
    
    $
    
    
    
    $
    7,151
   13. Comprehensive Income (Loss)
  16




---



##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income (loss)
    
    $
    (133,650
    )
    
    $
    (2,657
    )
    
    $
    (232,448
    )
    
    $
    9,361Change in cumulative
translation adjustment
    
    
    (9,110
    )
    
    
    (5,167
    )
    
    
    (17,061
    )
    
    
    (12,845
    )Unrealized gain (loss) on
qualifying cash flow
hedges, net of tax of $-, $1,339, $- and $1,723,
respectively
    
    
    1,601
    
    
    
    2,599
    
    
    
    3,328
    
    
    
    3,345Comprehensive income (loss)
    
    $
    (141,159
    )
    
    $
    (5,225
    )
    
    $
    (246,181
    )
    
    $
    (139
    )
 14. Commitments and Contingencies
 Environmental Matters
   Litigation
    17




---



##### Table of Contents



Key Employee Retention Plan Agreements
    15. Recently Issued Accounting Prouncements
   18




---



##### Table of Contents



16. Consolidating Guarantor and Non-Guarantor Financial Information
   19




---



##### Table of Contents



TOWER AUTOMOTIVE, INC.
 Consolidating Balance
Sheets at June 30, 2005
 (Amounts in thousands  unaudited)
 Non-Guarantor
    
    
    Non-GuarantorR.J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    6,027
    
    
    $
    
    
    
    $
    (271
    )
    
    $
    45,577
    
    
    $
    248
    
    
    $
    
    
    
    $
    51,581Accounts receivable
    
    
    4,543
    
    
    
    
    
    
    
    299,881
    
    
    
    211,558
    
    
    
    18,261
    
    
    
    
    
    
    
    534,243Inventories
    
    
    
    
    
    
    
    
    
    
    68,683
    
    
    
    51,350
    
    
    
    14,357
    
    
    
    
    
    
    
    134,390Prepaid tooling and other
    
    
    4,107
    
    
    
    
    
    
    
    39,729
    
    
    
    75,584
    
    
    
    28,806
    
    
    
    
    
    
    
    148,226Total current assets
    
    
    14,677
    
    
    
    
    
    
    
    408,022
    
    
    
    384,069
    
    
    
    61,672
    
    
    
    
    
    
    
    868,440Property, plant and equipment, net
    
    
    767
    
    
    
    
    
    
    
    593,164
    
    
    
    297,635
    
    
    
    195,753
    
    
    
    
    
    
    
    1,087,319Investments in and advances to (from) affiliates
    
    
    825,213
    
    
    
    24,536
    
    
    
    (667,984
    )
    
    
    (177,987
    )
    
    
    (1,303
    )
    
    
    215,492
    
    
    
    217,967Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156,272
    
    
    
    
    
    
    
    
    
    
    
    156,272Other assets, net
    
    
    19,767
    
    
    
    
    
    
    
    73,130
    
    
    
    22,252
    
    
    
    26,654
    
    
    
    
    
    
    
    141,803$
    860,424
    
    
    $
    24,536
    
    
    $
    406,332
    
    
    $
    682,241
    
    
    $
    282,776
    
    
    $
    215,492
    
    
    $
    2,471,801Liabilities and Stockholders Investment (Deficit)Current liabilities:Current maturities of long-term debt and capital lease
obligations
    
    $
    
    
    
    $
    
    
    
    $
    15,682
    
    
    $
    20,346
    
    
    $
    102,756
    
    
    $
    
    
    
    $
    138,784Accounts payable
    
    
    9,966
    
    
    
    
    
    
    
    104,930
    
    
    
    174,797
    
    
    
    51,511
    
    
    
    
    
    
    
    341,204Accrued liabilities
    
    
    58,231
    
    
    
    
    
    
    
    129,253
    
    
    
    82,358
    
    
    
    10,978
    
    
    
    
    
    
    
    280,820Total current liabilities
    
    
    68,197
    
    
    
    
    
    
    
    249,865
    
    
    
    277,501
    
    
    
    165,245
    
    
    
    
    
    
    
    760,808Liabilities subject to compromise
    
    
    559,017
    
    
    
    391,089
    
    
    
    242,777
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,192,883Non-Current Liabilities Not Subject to Compromise:Long-term debt, net of current maturities
    
    
    
    
    
    
    
    
    
    
    43,774
    
    
    
    8,667
    
    
    
    37,198
    
    
    
    
    
    
    
    89,639Debtor-in-possession borrowings, net of current maturities
    
    
    533,286
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    533,286Obligations under capital leases, net of current maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,349
    
    
    
    
    
    
    
    
    
    
    
    31,349Other noncurrent liabilities
    
    
    38,217
    
    
    
    
    
    
    
    141,125
    
    
    
    33,252
    
    
    
    17,795
    
    
    
    
    
    
    
    230,389Total noncurrent liabilities
    
    
    571,503
    
    
    
    
    
    
    
    184,899
    
    
    
    73,268
    
    
    
    54,993
    
    
    
    
    
    
    
    884,663Stockholders investment (deficit)
    
    
    (338,293
    )
    
    
    (366,553
    )
    
    
    (271,209
    )
    
    
    331,472
    
    
    
    62,538
    
    
    
    215,492
    
    
    
    (366,553
    )$
    860,424
    
    
    $
    24,536
    
    
    $
    406,332
    
    
    $
    682,241
    
    
    $
    282,776
    
    
    $
    215,492
    
    
    $
    2,471,801
 20




---



##### Table of Contents



TOWER AUTOMOTIVE, INC.
 Consolidating
Statement of Operations for the Three Months Ended June 30,
2005
 (Amounts in thousands  unaudited)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    
    
    
    $
    
    
    
    $
    557,522
    
    
    $
    259,499
    
    
    $
    105,993
    
    
    $
    
    
    
    $
    923,014Cost of sales
    
    
    (1,799
    )
    
    
    
    
    
    
    522,057
    
    
    
    222,803
    
    
    
    100,564
    
    
    
    
    
    
    
    843,625Gross profit
    
    
    1,799
    
    
    
    
    
    
    
    35,465
    
    
    
    36,696
    
    
    
    5,429
    
    
    
    
    
    
    
    79,389Selling, general and administrative expenses
    
    
    (7,690
    )
    
    
    
    
    
    
    32,968
    
    
    
    10,881
    
    
    
    3,263
    
    
    
    
    
    
    
    39,422Restructuring and asset impairment charge
    
    
    398
    
    
    
    
    
    
    
    37,140
    
    
    
    1,751
    
    
    
    
    
    
    
    
    
    
    
    39,289Operating income (loss)
    
    
    9,091
    
    
    
    
    
    
    
    (34,643
    )
    
    
    24,064
    
    
    
    2,166
    
    
    
    
    
    
    
    678Interest expense, net
    
    
    16,542
    
    
    
    
    
    
    
    2,827
    
    
    
    1,117
    
    
    
    1,857
    
    
    
    
    
    
    
    22,343Chapter 11 and related reorganization items
    
    
    103,287
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,287Income (loss) before provision for income taxes, equity
in earnings of joint ventures and minority interest
    
    
    (110,738
    )
    
    
    
    
    
    
    (37,470
    )
    
    
    22,947
    
    
    
    309
    
    
    
    
    
    
    
    (124,952
    )Provision (benefit) for income taxes
    
    
    
    
    
    
    
    
    
    
    461
    
    
    
    8,438
    
    
    
    798
    
    
    
    
    
    
    
    9,697Income (loss) before equity in earnings of joint ventures
and minority interest
    
    
    (110,738
    )
    
    
    
    
    
    
    (37,931
    )
    
    
    14,509
    
    
    
    (489
    )
    
    
    
    
    
    
    (134,649
    )Equity earnings in joint ventures and subsidiaries, net
    
    
    (22,912
    )
    
    
    (133,650
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    158,784
    
    
    
    2,222Minority interest, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,223
    )
    
    
    
    
    
    
    
    
    
    
    (1,223
    )Net income (loss)
    
    $
    (133,650
    )
    
    $
    (133,650
    )
    
    $
    (37,931
    )
    
    $
    13,286
    
    
    $
    (489
    )
    
    $
    $158,784
    
    
    $
    (133,650
    )
 21




---



##### Table of Contents



TOWER AUTOMOTIVE, INC.
 Consolidating
Statement of Operations for the Six Months Ended June 30,
2005
 (Amounts in thousands  unaudited)
 Non-Guarantor
    
    
    Non-GuarantorR.J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    
    
    
    $
    
    
    
    $
    1,135,138
    
    
    $
    502,323
    
    
    $
    201,433
    
    
    $
    
    
    
    $
    1,838,894Cost of sales
    
    
    (3,341
    )
    
    
    
    
    
    
    1,069,634
    
    
    
    438,573
    
    
    
    189,848
    
    
    
    
    
    
    
    1,694,714Gross profit
    
    
    3,341
    
    
    
    
    
    
    
    65,504
    
    
    
    63,750
    
    
    
    11,585
    
    
    
    
    
    
    
    144,180Selling, general and administrative expenses
    
    
    (11,902
    )
    
    
    
    
    
    
    65,962
    
    
    
    22,468
    
    
    
    6,100
    
    
    
    
    
    
    
    82,628Restructuring and asset impairment charge
    
    
    503
    
    
    
    
    
    
    
    68,930
    
    
    
    1,751
    
    
    
    
    
    
    
    
    
    
    
    71,184Operating income (loss)
    
    
    14,740
    
    
    
    
    
    
    
    (69,388
    )
    
    
    39,531
    
    
    
    5,485
    
    
    
    
    
    
    
    (9,632
    )Interest expense, net
    
    
    52,918
    
    
    
    2,221
    
    
    
    4,787
    
    
    
    2,485
    
    
    
    3,602
    
    
    
    
    
    
    
    66,013Chapter 11 and related reorganization items
    
    
    144,909
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,909Income (loss) before provision for income taxes, equity
in earnings of joint ventures and minority interest
    
    
    (183,087
    )
    
    
    (2,221
    )
    
    
    (74,175
    )
    
    
    37,046
    
    
    
    1,883
    
    
    
    
    
    
    
    (220,554
    )Provision (benefit) for income taxes
    
    
    
    
    
    
    
    
    
    
    1,758
    
    
    
    12,778
    
    
    
    1,286
    
    
    
    
    
    
    
    15,822Income (loss) before equity in earnings of joint ventures
and minority interest
    
    
    (183,087
    )
    
    
    (2,221
    )
    
    
    (75,933
    )
    
    
    24,268
    
    
    
    597
    
    
    
    
    
    
    
    (236,376
    )Equity earnings in joint ventures and subsidiaries, net
    
    
    (47,140
    )
    
    
    (230,227
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    283,852
    
    
    
    6,485Minority interest, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,557
    )
    
    
    
    
    
    
    
    
    
    
    (2,557
    )Net income (loss)
    
    $
    (230,227
    )
    
    $
    $(232,448
    )
    
    $
    (75,933
    )
    
    $
    21,711
    
    
    $
    597
    
    
    $
    $283,852
    
    
    $
    (232,448
    )
 22




---



##### Table of Contents



TOWER AUTOMOTIVE, INC.
 Consolidating
Statements of Cash Flows for the Six Months Ended June 30,
2005
 (Amounts in thousands  unaudited)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedOPERATING ACTIVITIES:Net income (loss)
    
    $
    (230,227
    )
    
    $
    (232,448
    )
    
    $
    (75,933
    )
    
    $
    21,711
    
    
    $
    597
    
    
    $
    $283,852
    
    
    $
    $(232,448
    )Adjustments required to reconcile net income to
net cash provided by (used in) operating activitiesChapter 11 and related reorganization expenses, net
    
    
    131,535
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131,535Non-cash restructuring charge
    
    
    
    
    
    
    
    
    
    
    63,722
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,722Depreciation
    
    
    166
    
    
    
    
    
    
    
    55,940
    
    
    
    22,054
    
    
    
    11,771
    
    
    
    
    
    
    
    89,931Deferred income tax provision (benefit)
    
    
    
    
    
    
    
    
    
    
    (281
    )
    
    
    12,722
    
    
    
    270
    
    
    
    
    
    
    
    12,711Equity in earnings of joint ventures, net
    
    
    (6,485
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,485
    )Changes in working capital and other operating items
    
    
    123,282
    
    
    
    2,445
    
    
    
    (27,342
    )
    
    
    (20,398
    )
    
    
    (2,825
    )
    
    
    (283,852
    )
    
    
    (208,690
    )Net cash provided by (used in) operating activities
    
    
    18,271
    
    
    
    (230,003
    )
    
    
    16,106
    
    
    
    36,089
    
    
    
    9,813
    
    
    
    
    
    
    
    (149,724
    )INVESTING ACTIVITIES:Capital expenditures, net
    
    
    
    
    
    
    
    
    
    
    (11,919
    )
    
    
    (26,721
    )
    
    
    (12,897
    )
    
    
    
    
    
    
    (51,537
    )Other, net
    
    
    (230,003
    )
    
    
    230,003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    (230,003
    )
    
    
    230,003
    
    
    
    (11,919
    )
    
    
    (26,721
    )
    
    
    (12,897
    )
    
    
    
    
    
    
    (51,537
    )FINANCING ACTIVITIES:Proceeds from pre-petition borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,887
    
    
    
    12,565
    
    
    
    
    
    
    
    18,452Repayments of pre-petition borrowings
    
    
    (425,000
    )
    
    
    
    
    
    
    (3,941
    )
    
    
    (11,626
    )
    
    
    (9,304
    )
    
    
    
    
    
    
    (449,871
    )Proceeds from DIP credit facility
    
    
    866,785
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    866,785Repayments of DIP credit facility borrowings
    
    
    (331,625
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (331,625
    )Net cash provided by (used for) financing activities
    
    
    110,160
    
    
    
    
    
    
    
    (3,941
    )
    
    
    (5,739
    )
    
    
    3,261
    
    
    
    
    
    
    
    103,741NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    (101,572
    )
    
    
    
    
    
    
    246
    
    
    
    3,629
    
    
    
    177
    
    
    
    
    
    
    
    (97,520
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    107,599
    
    
    
    
    
    
    
    (517
    )
    
    
    41,948
    
    
    
    71
    
    
    
    
    
    
    
    149,101CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    6,027
    
    
    $
    
    
    
    $
    (271
    )
    
    $
    45,577
    
    
    $
    248
    
    
    $
    
    
    
    $
    51,581
 23




---



##### Table of Contents



TOWER AUTOMOTIVE, INC.
 Consolidating
Balance Sheets at December 31, 2004
 (Amounts in thousands)
 Non-Guarantor
    
    
    Non-GuarantorR.J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    107,599
    
    
    $
    
    
    
    $
    (517
    )
    
    $
    41,948
    
    
    $
    71
    
    
    $
    
    
    
    $
    149,101Accounts receivable
    
    
    47,373
    
    
    
    
    
    
    
    70,636
    
    
    
    188,352
    
    
    
    39,670
    
    
    
    
    
    
    
    346,031Inventories
    
    
    (372
    )
    
    
    
    
    
    
    75,469
    
    
    
    72,050
    
    
    
    11,887
    
    
    
    
    
    
    
    159,034Prepaid tooling and other
    
    
    4,427
    
    
    
    
    
    
    
    54,618
    
    
    
    53,947
    
    
    
    11,946
    
    
    
    
    
    
    
    124,938Total current assets
    
    
    159,027
    
    
    
    
    
    
    
    200,206
    
    
    
    356,297
    
    
    
    63,574
    
    
    
    
    
    
    
    779,104Property, plant and equipment, net
    
    
    601
    
    
    
    
    
    
    
    690,646
    
    
    
    319,785
    
    
    
    194,608
    
    
    
    
    
    
    
    1,205,640Investments in joint ventures
    
    
    227,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    227,740Investments in and advances to (from) affiliates
    
    
    526,173
    
    
    
    255,049
    
    
    
    (453,177
    )
    
    
    (216,603
    )
    
    
    4,278
    
    
    
    (115,720
    )
    
    
    Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174,563
    
    
    
    
    
    
    
    
    
    
    
    174,563Other assets, net
    
    
    37,307
    
    
    
    5,410
    
    
    
    90,194
    
    
    
    28,616
    
    
    
    12,200
    
    
    
    
    
    
    
    173,727$
    950,848
    
    
    $
    260,459
    
    
    $
    527,869
    
    
    $
    662,658
    
    
    $
    274,660
    
    
    $
    (115,720
    )
    
    $
    2,560,774Liabilities and Stockholders Investment (Deficit)Current liabilities:Current maturities of long-term debt and capital lease
obligations
    
    $
    3,750
    
    
    $
    
    
    
    $
    6,271
    
    
    $
    24,460
    
    
    $
    98,675
    
    
    $
    
    
    
    $
    133,156Accounts payable
    
    
    29,052
    
    
    
    
    
    
    
    366,329
    
    
    
    184,876
    
    
    
    57,861
    
    
    
    
    
    
    
    638,118Accrued liabilities
    
    
    70,421
    
    
    
    918
    
    
    
    143,643
    
    
    
    57,941
    
    
    
    13,339
    
    
    
    
    
    
    
    286,262Total current liabilities
    
    
    103,223
    
    
    
    918
    
    
    
    516,243
    
    
    
    267,277
    
    
    
    169,875
    
    
    
    
    
    
    
    1,057,536Non-Current Liabilities:Long-term debt, net of current maturities
    
    
    874,358
    
    
    
    258,750
    
    
    
    57,126
    
    
    
    11,855
    
    
    
    37,473
    
    
    
    
    
    
    
    1,239,562Convertible senior debenture
    
    
    
    
    
    
    121,723
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121,723Obligations under capital leases, net of current maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,472
    
    
    
    351
    
    
    
    
    
    
    
    36,823Other noncurrent liabilities
    
    
    40,001
    
    
    
    
    
    
    
    149,776
    
    
    
    30,956
    
    
    
    5,329
    
    
    
    
    
    
    
    226,062Total noncurrent liabilities
    
    
    914,359
    
    
    
    380,473
    
    
    
    206,902
    
    
    
    79,283
    
    
    
    43,153
    
    
    
    
    
    
    
    1,624,170Stockholders investment (deficit)
    
    
    (66,734
    )
    
    
    (120,932
    )
    
    
    (195,276
    )
    
    
    316,098
    
    
    
    61,632
    
    
    
    (115,720
    )
    
    
    (120,932
    )$
    950,848
    
    
    $
    260,459
    
    
    $
    527,869
    
    
    $
    662,658
    
    
    $
    274,660
    
    
    $
    (115,720
    )
    
    $
    2,560,774
 24




---



##### Table of Contents



TOWER AUTOMOTIVE, INC.
 Consolidating
Statement of Operations for the Three Months Ended June 30,
2004
 (Amounts in thousands  unaudited)
 Non-Guarantor
    
    
    Non-GuarantorR.J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    
    
    
    $
    
    
    
    $
    507,904
    
    
    $
    204,873
    
    
    $
    70,436
    
    
    $
    
    
    
    $
    783,213Cost of sales
    
    
    (1,509
    )
    
    
    
    
    
    
    472,061
    
    
    
    178,262
    
    
    
    65,685
    
    
    
    
    
    
    
    714,499Gross profit
    
    
    1,509
    
    
    
    
    
    
    
    35,843
    
    
    
    26,611
    
    
    
    4,751
    
    
    
    
    
    
    
    68,714Selling, general and administrative expenses
    
    
    (7,345
    )
    
    
    
    
    
    
    30,417
    
    
    
    9,679
    
    
    
    2,390
    
    
    
    
    
    
    
    35,141Restructuring and asset impairment charge
    
    
    227
    
    
    
    
    
    
    
    77
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    304Operating income
    
    
    8,627
    
    
    
    
    
    
    
    5,349
    
    
    
    16,932
    
    
    
    2,361
    
    
    
    
    
    
    
    33,269Interest expense (income), net
    
    
    26,639
    
    
    
    9,461
    
    
    
    (1,387
    )
    
    
    1,317
    
    
    
    1,848
    
    
    
    
    
    
    
    37,878Unrealized loss on derivative
    
    
    
    
    
    
    1,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,850Income (loss) before provision for income taxes, equity
in earnings of joint ventures and minority interest
    
    
    (18,012
    )
    
    
    (11,311
    )
    
    
    6,736
    
    
    
    15,615
    
    
    
    513
    
    
    
    
    
    
    
    (6,459
    )Provision (benefit) for income taxes
    
    
    (6,124
    )
    
    
    (3,846
    )
    
    
    2,292
    
    
    
    5,308
    
    
    
    174
    
    
    
    
    
    
    
    (2,196
    )Income (loss) before equity in earnings of joint ventures
and minority interest
    
    
    (11,888
    )
    
    
    (7,465
    )
    
    
    4,444
    
    
    
    10,307
    
    
    
    339
    
    
    
    
    
    
    
    (4,263
    )Equity earnings in joint ventures and subsidiaries, net
    
    
    16,696
    
    
    
    4,808
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,982
    )
    
    
    3,522Minority interest, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,916
    )
    
    
    
    
    
    
    
    
    
    
    (1,916
    )Net income (loss)
    
    $
    4,808
    
    
    $
    (2,657
    )
    
    $
    4,444
    
    
    $
    8,391
    
    
    $
    339
    
    
    $
    (17,982
    )
    
    $
    (2,657
    )
 25




---



##### Table of Contents



TOWER AUTOMOTIVE, INC.
 Consolidating
Statement of Operations for the Six Months Ended June 30,
2004
 (Amounts in thousands  unaudited)
 Non-Guarantor
    
    
    Non-GuarantorR.J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    
    
    
    $
    
    
    
    $
    1,032,727
    
    
    $
    393,998
    
    
    $
    137,724
    
    
    $
    
    
    
    $
    1,564,449Cost of sales
    
    
    (4,248
    )
    
    
    
    
    
    
    967,438
    
    
    
    344,765
    
    
    
    127,135
    
    
    
    
    
    
    
    1,435,090Gross profit
    
    
    4,248
    
    
    
    
    
    
    
    65,289
    
    
    
    49,233
    
    
    
    10,589
    
    
    
    
    
    
    
    129,359Selling, general and administrative expenses
    
    
    (15,760
    )
    
    
    
    
    
    
    60,799
    
    
    
    19,274
    
    
    
    4,982
    
    
    
    
    
    
    
    69,295Restructuring and asset impairment charge
    
    
    444
    
    
    
    
    
    
    
    (5,747
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,303
    )Operating income
    
    
    19,564
    
    
    
    
    
    
    
    10,237
    
    
    
    29,959
    
    
    
    5,607
    
    
    
    
    
    
    
    65,367Interest expense (income), net
    
    
    47,889
    
    
    
    16,652
    
    
    
    (1,906
    )
    
    
    2,898
    
    
    
    3,815
    
    
    
    
    
    
    
    69,348Unrealized loss on derivative
    
    
    
    
    
    
    1,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,850Income (loss) before provision for income taxes, equity
in earnings of joint ventures and minority interest
    
    
    (28,325
    )
    
    
    (18,502
    )
    
    
    12,143
    
    
    
    27,061
    
    
    
    1,792
    
    
    
    
    
    
    
    (5,831
    )Provision (benefit) for income taxes
    
    
    (9,366
    )
    
    
    (6,291
    )
    
    
    4,130
    
    
    
    9,200
    
    
    
    609
    
    
    
    
    
    
    
    (1,718
    )Income (loss) before equity in earnings of joint ventures
and minority interest
    
    
    (18,959
    )
    
    
    (12,211
    )
    
    
    8,013
    
    
    
    17,861
    
    
    
    1,183
    
    
    
    
    
    
    
    (4,113
    )Equity earnings in joint ventures and subsidiaries, net
    
    
    30,799
    
    
    
    21,572
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45,402
    )
    
    
    6,969Gain on sale of joint venture investment, net
    
    
    9,732
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,732Minority interest, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,227
    )
    
    
    
    
    
    
    
    
    
    
    (3,227
    )Net income (loss)
    
    $
    21,572
    
    
    $
    9,361
    
    
    $
    8,013
    
    
    $
    14,634
    
    
    $
    1,183
    
    
    $
    (45,402
    )
    
    $
    9,361
 26




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##### Table of Contents



TOWER AUTOMOTIVE, INC.
 Consolidating
Statements of Cash Flows for the Six Months Ended June 30,
2004
 (Amounts in thousands  unaudited)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedOPERATING ACTIVITIES:Net income
    
    $
    21,572
    
    
    $
    9,361
    
    
    $
    8,013
    
    
    $
    14,634
    
    
    $
    1,183
    
    
    $
    (45,402
    )
    
    $
    9,361Adjustments required to reconcile net income to
net cash provided by(used in) operating activitiesNon-cash restructuring and asset impairment reversal
    
    
    
    
    
    
    
    
    
    
    (6,276
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,276
    )Depreciation
    
    
    130
    
    
    
    
    
    
    
    47,497
    
    
    
    20,182
    
    
    
    8,544
    
    
    
    
    
    
    
    76,353Deferred income tax provision (benefit)
    
    
    (7,855
    )
    
    
    
    
    
    
    (243
    )
    
    
    (2,053
    )
    
    
    499
    
    
    
    
    
    
    
    (9,652
    )Gain on sale of joint venture investment
    
    
    (9,732
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,732
    )Equity in earnings of joint ventures, net
    
    
    (6,969
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,969
    )Changes in working capital and other operating items
    
    
    (47,859
    )
    
    
    (1,099
    )
    
    
    (68,896
    )
    
    
    39,916
    
    
    
    9,900
    
    
    
    45,402
    
    
    
    (22,636
    )Net cash provided by (used in) operating activities
    
    
    (50,713
    )
    
    
    8,262
    
    
    
    (19,905
    )
    
    
    72,679
    
    
    
    20,126
    
    
    
    
    
    
    
    30,449INVESTING ACTIVITIES:Capital expenditures, net
    
    
    (1,132
    )
    
    
    
    
    
    
    (96,446
    )
    
    
    (25,173
    )
    
    
    (8,276
    )
    
    
    
    
    
    
    (131,027
    )Divestitures and other
    
    
    (14,957
    )
    
    
    66,657
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,700Acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,299
    )
    
    
    
    
    
    
    (21,299
    )Net cash provided by (used in) investing activities
    
    
    (16,089
    )
    
    
    66,657
    
    
    
    (96,446
    )
    
    
    (25,173
    )
    
    
    (29,575
    )
    
    
    
    
    
    
    (100,626
    )FINANCING ACTIVITIES:Proceeds from borrowings
    
    
    421,509
    
    
    
    125,000
    
    
    
    
    
    
    
    3,608
    
    
    
    26,374
    
    
    
    
    
    
    
    576,491Repayment of debt
    
    
    (239,509
    )
    
    
    (199,984
    )
    
    
    (1,782
    )
    
    
    (14,355
    )
    
    
    (18,763
    )
    
    
    
    
    
    
    (474,393
    )Net proceeds from issuance of stock
    
    
    
    
    
    
    65
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65Net cash provided by (used for) financing activities
    
    
    182,000
    
    
    
    (74,919
    )
    
    
    (1,782
    )
    
    
    (10,747
    )
    
    
    7,611
    
    
    
    
    
    
    
    102,163NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    115,198
    
    
    
    
    
    
    
    (118,133
    )
    
    
    36,759
    
    
    
    (1,838
    )
    
    
    
    
    
    
    31,986CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    
    
    
    
    
    
    
    
    118,352
    
    
    
    40,419
    
    
    
    2,128
    
    
    
    
    
    
    
    160,899CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    115,198
    
    
    $
    
    
    
    $
    219
    
    
    $
    77,178
    
    
    $
    290
    
    
    $
    
    
    
    $
    192,885
 27




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Going Concern
  Overview
     28




---



##### Table of Contents



29




---



##### Table of Contents



Three Months Ended June 30, 2005 Compared to the Three Months Ended June 30, 2004
 Revenues.
 Gross Profit and Gross Margin.
 Selling, General and Administrative Expenses.
 Interest Expense, Net
 Chapter 11 and Related Reorganization Items.
 Unrealized Loss on Derivative
 Provision for Income Taxes.
 30




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##### Table of Contents



Equity in Earnings of Joint Ventures, Net of Tax.
 Minority Interest, Net of Tax
 Net Loss.
 Six Months Ended June 30, 2005 Compared to the Six Months Ended June 30, 2004
 Revenues.
 Gross Profit and Gross Margin.
 Selling, General and Administrative Expenses.
 Interest Expense, Net
 31




---



##### Table of Contents



Chapter 11 and Related Reorganization Items.
 Unrealized Loss on Derivative
 Provision for Income Taxes.
 Equity in Earnings of Joint Ventures, Net of Tax.
 Minority Interest, Net of Tax
 Gain on Sale of Joint Venture, Net of Tax.
 Net Income (Loss).
 Restructuring and Asset Impairment
   32




---



##### Table of Contents



Liquidity and Capital Resources
           33




---



##### Table of Contents



Chapter 11 Impact
     DIP Financing
   34




---



##### Table of Contents



Market Risk
      35




---



##### Table of Contents



Opportunities
  Disclosure Regarding Forward-Looking Statements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
  36




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##### Table of Contents




    
    Insufficient independent verification of calculations performed to verify key contract
terms were correct;
    
    Insufficient consideration of amounts recorded in other accounts related to rejected
contracts; and
    
    Insufficient review of calculations.
  
    
    Independent verification requirements for manual calculations;
    
    Procedures to ensure all appropriate amounts are included in analysis; and
    
    Review and approval protocols prior to recognition of related amounts in the interim
financial statements.
   
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 6. Exhibits.
 31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.32.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 
 37




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##### Table of Contents



TOWER AUTOMOTIVE, INC.RegistrantDate: October 3, 2005
    
    /s/ Christopher T. HattoChristopher T. Hatto
           Chief Accounting Officer
 38




---



##### Table of Contents



Exhibit Number
    
    Exhibit Index31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.32.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.