Attached files
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| 8-K - FORM 8-K - Tower International, Inc. | v335168_8k.htm |
FOR IMMEDIATE RELEASE
Tower International Reports Solid Fourth Quarter Results and Positive Outlooks for 2013 and 2014
LIVONIA, Mich., February 15, 2013 – Tower International, Inc. [NYSE: TOWR], a leading integrated global manufacturer of engineered structural metal components and assemblies, today announced its 2012 results and provided preliminary outlooks for 2013 and 2014.
| · | Revenue from continuing operations for fourth quarter 2012 was $508 million, slightly better than company guidance of $503 million. Revenue was down from $517 million in the fourth quarter 2011. |
| · | Adjusted EBITDA for the quarter was $43.4 million, ahead of guidance of $42 million. Adjusted EBITDA was down from $46.7 million a year ago, mainly reflecting slightly less favorable mix and adverse foreign-exchange translation. |
| · | Net income for the fourth quarter was $13.7 million, compared with a net loss of $26.1 million a year ago. As detailed in the financial table below, this year’s fourth quarter included certain items that favorably impacted results by $12.7 million. Excluding these items and comparable items in the fourth quarter of 2011, diluted adjusted earnings per share from continuing operations were $0.05 this year, compared with $0.32 last year. |
| · | Free cash flow in the fourth quarter was positive $29 million. Liquidity at year-end was good, at $207 million. |
| · | Results from continuing operations for full year 2012 included revenue of $2.085 billion, adjusted EBITDA of $193.7 million, and adjusted earnings of $1.08 per share. |
| · | For 2013, the preliminary outlook includes improvements from 2012 in revenue ($2.1 billion to $2.15 billion), adjusted EBITDA ($200 million to $210 million), adjusted earnings per share ($1.10 to $1.40), and free cash flow (positive $15 million to $25 million). |
| · | For 2014, Tower’s net backlog is an increase of approximately $100 million in revenue from 2013 from new business wins net of losses (at current industry and customer production mix). |
“Tower finished 2012 with a solid fourth quarter and full year, and the company is well-positioned for 2013 and 2014,” said President and CEO Mark Malcolm. “Despite uneven industry and customer production in some regions in 2012, the company exceeded initial Plan expectations for all key financial deliverables. Additional highlights included the achievement of record quality and the opportunistic, accretive sale of Korean operations. Looking forward, 2013 should be an up year if customer volumes hold up, generating positive free cash flow and a growing liquidity cushion. Our revenue backlog and potential significant re-financing savings in 2014 are other positive catalysts on the near horizon.”
Tower to Host Conference Call Today at 11 a.m. EST
Tower will discuss its fourth quarter 2012 results and other related matters in a conference call at 11 a.m. EST today. Participants may listen to the audio portion of the conference call either through a live audio webcast on the Company’s website or by telephone. The slide presentation and webcast can be accessed via the investor relations portion of Tower’s website www.towerinternational.com. To dial into the conference call, domestic callers should dial 1-866-393-4576, international callers should dial 1-706-679-1462. An audio recording of the call will be available approximately two hours after the completion of the call. To access this recording, please dial 1-855-859-2056 (domestic) or 1-404-537-3406 (international) and reference Conference I.D. #97607881. A webcast replay will also be available and may be accessed via Tower’s website.
Non-GAAP Financial Measures
This press release includes the following non-GAAP financial measures: “Adjusted EBITDA”, “free cash flow,” “net debt,” and “diluted adjusted income / (loss) per share.” We define Adjusted EBITDA as net income / (loss) before interest, taxes, depreciation, amortization, restructuring items and other adjustments described in the reconciliations provided in this press release. Free cash flow is defined as net cash provided by or used in operating activities less cash disbursed for purchases of property, plant and equipment. Net debt is defined as total debt less cash and cash equivalents. Diluted adjusted income / (loss) per share excludes the impact of certain items as described below that are included in our net income / (loss). We use Adjusted EBITDA and free cash flow as supplements to information provided in accordance with generally accepted accounting principles (“GAAP”) in evaluating our business and they are included in this press release because they are principal factors upon which our management assesses performance. We believe these items as well as the non-GAAP financial measures of net debt and diluted adjusted income / (loss) per share are useful to investors as they provide an additional tool for investors to use in evaluating operating results and trends, and in comparing our financial results with other companies. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP are set forth below. The non-GAAP measures presented are not measures of performance under GAAP and should not be considered as alternatives for the most directly comparable financial measures calculated in accordance with GAAP. Other companies in our industry may define these non-GAAP measures differently than we do and, as a result, these non-GAAP measures may not be comparable to similarly titled measures used by other companies in our industry. In addition, certain of our non-GAAP financial measures exclude financial information that some may consider important in evaluating our performance. Given the inherent uncertainty regarding special items and other expense in any future period, a reconciliation of forward-looking financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP is not feasible. The magnitude of these items, however, may be significant.
Forward-Looking Statements and Risk Factors
This press release contains statements which constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the company’s projected revenue, Adjusted EBITDA, free cash flow, earnings, financial results and its future sales growth outlook. The forward-looking statements can be identified by words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “project,” “target,” and other similar expressions. Forward-looking statements are made as of the date of this press release and are based upon management’s current expectations and beliefs concerning future developments and their potential effects on us. Such forward-looking statements are not guarantees of future performance. The following important factors, as well as risk factors described in our reports filed with the SEC, could cause our actual results to differ materially from estimates or expectations reflected in such forward-looking statements:
| · | automobile production volumes; |
| · | the financial condition of our customers and suppliers; |
| · | our ability to make scheduled payments on our indebtedness and comply with the covenants and restrictions contained in the instruments governing our indebtedness; |
| · | our ability to refinance our indebtedness; |
| · | our ability to generate non-automotive revenues; |
| · | risks associated with our non-U.S. operations, including foreign exchange risks and economic uncertainty in some regions; |
| · | any increase in the expense and funding requirements of our pension and other postretirement benefits; |
| · | our customers’ ability to obtain equity and debt financing for their businesses; |
| · | our dependence on our largest customers; |
| · | pricing pressure from our customers; |
| · | work stoppages or other labor issues affecting us or our customers or suppliers; and |
| · | costs or liabilities relating to environmental and safety regulations. |
We do not assume any obligation to update or revise the forward-looking statements contained in this press release.
Contact:
Derek Fiebig
Executive Director, Investor & External Relations
(248) 675-6457
fiebig.derek@towerautomotive.com
TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts - unaudited)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Revenues | $ | 508,144 | $ | 516,862 | $ | 2,084,914 | $ | 2,053,708 | ||||||||
| Cost of sales | 474,808 | 491,332 | 1,871,290 | 1,851,878 | ||||||||||||
| Gross profit | 33,336 | 25,530 | 213,624 | 201,830 | ||||||||||||
| Selling, general and administrative expenses | 32,768 | 37,519 | 134,019 | 151,553 | ||||||||||||
| Amortization expense | 1,140 | 1,191 | 4,579 | 4,589 | ||||||||||||
| Restructuring and asset impairment charges, net | 2,785 | 514 | 10,738 | 2,660 | ||||||||||||
| Operating income | (3,357 | ) | (13,694 | ) | 64,288 | 43,028 | ||||||||||
| Interest expense | 13,508 | 14,745 | 54,757 | 54,256 | ||||||||||||
| Interest income | 111 | 199 | 942 | 749 | ||||||||||||
| Other expense | - | 131 | - | 1,331 | ||||||||||||
| Income / (loss) before provision for income taxes | (16,754 | ) | (28,371 | ) | 10,473 | (11,810 | ) | |||||||||
| Provision / (benefit) for income taxes | (2,458 | ) | 2,039 | 15,255 | 13,293 | |||||||||||
| Loss from continuing operations | (14,296 | ) | (30,410 | ) | (4,782 | ) | (25,103 | ) | ||||||||
| Income from discontinued operations, net of tax | 30,368 | 5,431 | 29,790 | 6,948 | ||||||||||||
| Net income / (loss) | 16,072 | (24,979 | ) | 25,008 | (18,155 | ) | ||||||||||
| Less: Net income attributable to the noncontrolling interests | 2,349 | 1,072 | 6,976 | 5,109 | ||||||||||||
| Net income / (loss) attributable to Tower International, Inc. | $ | 13,723 | $ | (26,051 | ) | $ | 18,032 | $ | (23,264 | ) | ||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | 20,247,134 | 19,683,032 | 20,080,839 | 19,364,433 | ||||||||||||
| Diluted | 20,411,868 | 19,683,032 | 20,447,072 | 19,364,433 | ||||||||||||
| Basic income/(loss) per share attributable to Tower International, Inc.: | ||||||||||||||||
| Loss per share from continuing operations | $ | (0.82 | ) | $ | (1.60 | ) | $ | (0.58 | ) | $ | (1.56 | ) | ||||
| Income per share from discontinued operations | 1.50 | 0.28 | 1.48 | 0.36 | ||||||||||||
| Income/(loss) per share | 0.68 | (1.32 | ) | 0.90 | (1.20 | ) | ||||||||||
| Diluted income/(loss) per share attributable to Tower International, Inc.: | ||||||||||||||||
| Loss per share from continuing operations | $ | (0.82 | ) | $ | (1.60 | ) | $ | (0.58 | ) | $ | (1.56 | ) | ||||
| Income per share from discontinued operations | 1.49 | 0.28 | 1.46 | 0.36 | ||||||||||||
| Income/(loss) per share | 0.67 | (1.32 | ) | 0.88 | (1.20 | ) | ||||||||||
TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data - unaudited)
| December 31, 2012 | December 31, 2011 (1) | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 113,943 | $ | 134,984 | ||||
| Accounts receivable, net of allowance of $4,105 and $3,612 | 266,138 | 327,992 | ||||||
| Inventories | 81,336 | 85,100 | ||||||
| Deferred tax asset - current | 10,447 | 12,966 | ||||||
| Assets held for sale | - | 4,027 | ||||||
| Prepaid tooling, notes receivable, and other | 96,349 | 56,189 | ||||||
| Total current assets | 568,213 | 621,258 | ||||||
| Property, plant and equipment, net | 573,148 | 667,686 | ||||||
| Goodwill | 64,793 | 63,983 | ||||||
| Deferred tax asset - non-current | 3,149 | 14,450 | ||||||
| Other assets, net | 28,819 | 30,001 | ||||||
| Total assets | $ | 1,238,122 | $ | 1,397,378 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Short-term debt and current maturities of capital lease obligations | $ | 74,605 | $ | 109,447 | ||||
| Accounts payable | 264,897 | 395,287 | ||||||
| Accrued liabilities | 134,664 | 126,416 | ||||||
| Total current liabilities | 474,166 | 631,150 | ||||||
| Long-term debt, net of current maturities | 411,590 | 461,838 | ||||||
| Obligations under capital leases, net of current maturities | 10,783 | 12,213 | ||||||
| Deferred tax liability - non-current | 13,021 | 11,229 | ||||||
| Pension liability | 100,780 | 96,223 | ||||||
| Other non-current liabilities | 86,908 | 87,265 | ||||||
| Total non-current liabilities | 623,082 | 668,768 | ||||||
| Total liabilities | 1,097,248 | 1,299,918 | ||||||
| Stockholders' equity: | ||||||||
| Tower International, Inc.'s stockholders' equity | ||||||||
| Common stock, $0.01 par value, 350,000,000 authorized, 20,830,425 issued and 20,247,134 outstanding at December 31, 2012 and 19,983,403 issued and 19,683,032 outstanding at December 31, 2011 | 208 | 200 | ||||||
| Additional paid in capital | 321,032 | 311,427 | ||||||
| Treasury stock, at cost, 583,291 and 300,371 shares as of December 31, 2012 and 2011 | (8,297 | ) | (5,130 | ) | ||||
| Accumulated deficit | (237,240 | ) | (255,244 | ) | ||||
| Accumulated other comprehensive loss | (12,456 | ) | (11,250 | ) | ||||
| Total Tower International, Inc.'s stockholders' equity | 63,247 | 40,003 | ||||||
| Noncontrolling interests in subsidiaries | 77,627 | 57,457 | ||||||
| Total stockholders' equity | 140,874 | 97,460 | ||||||
| Total liabilities and stockholders' equity | $ | 1,238,122 | $ | 1,397,378 | ||||
(1) Includes the results of our South Korean subsidiary which was divested on December 28, 2012
TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands - unaudited)
| Three Months Ended | Year Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| OPERATING ACTIVITIES: | ||||||||||||||||
| Net income / (loss) | $ | 16,072 | $ | (24,979 | ) | $ | 25,008 | $ | (18,155 | ) | ||||||
| Less: income from discontinued operations, net of tax | 30,368 | 5,431 | 29,790 | 6,948 | ||||||||||||
| Loss from continuing operations | (14,296 | ) | (30,410 | ) | (4,782 | ) | (25,103 | ) | ||||||||
| Adjustments required to reconcile loss from continuing operations to net cash provided by operating activities: | ||||||||||||||||
| Non-cash restructuring and asset impairment charges | 575 | - | 575 | - | ||||||||||||
| Deferred income tax provision | (3,538 | ) | 144 | 9,052 | (725 | ) | ||||||||||
| Depreciation and amortization | 24,643 | 22,152 | 92,856 | 102,583 | ||||||||||||
| Non-cash share-based compensation | 1,128 | 3,874 | 9,613 | 15,174 | ||||||||||||
| Pension expense, net of contributions | 18,516 | 30,509 | 2,568 | 18,336 | ||||||||||||
| Change in working capital and other operating items | 36,576 | 39,685 | (8,501 | ) | (23,405 | ) | ||||||||||
| Net cash provided by continuing operating activities | $ | 63,604 | $ | 65,954 | $ | 101,381 | $ | 86,860 | ||||||||
| INVESTING ACTIVITIES: | ||||||||||||||||
| Cash disbursed for purchases of property, plant and equipment, net | $ | (35,068 | ) | $ | (31,524 | ) | $ | (119,771 | ) | $ | (100,829 | ) | ||||
| Net assets acquired, net of cash acquired | - | - | - | (22,300 | ) | |||||||||||
| Net cash used in continuing investing activities | $ | (35,068 | ) | $ | (31,524 | ) | $ | (119,771 | ) | $ | (123,129 | ) | ||||
| FINANCING ACTIVITIES: | ||||||||||||||||
| Proceeds from borrowings | $ | 186,520 | $ | 176,834 | $ | 651,781 | $ | 654,420 | ||||||||
| Repayments of borrowings | (227,756 | ) | (172,762 | ) | (638,782 | ) | (580,220 | ) | ||||||||
| Retirement of senior secured notes | - | (7,500 | ) | - | (42,008 | ) | ||||||||||
| Purchase of treasury stock | - | - | (3,167 | ) | (5,130 | ) | ||||||||||
| Net cash provided by / (used in) continuing financing activities | $ | (41,236 | ) | $ | (3,428 | ) | $ | 9,832 | $ | 27,062 | ||||||
| Discontinued operations: | ||||||||||||||||
| Net cash from discontinued operating activities | $ | 9,320 | $ | 33,532 | $ | (10,616 | ) | $ | 13,598 | |||||||
| Net cash from discontinued investing activities | (29,474 | ) | (5,960 | ) | (51,352 | ) | (19,580 | ) | ||||||||
| Net cash from discontinued financing activities | 25,783 | (19,935 | ) | 45,358 | (763 | ) | ||||||||||
| Net cash from discontinued operations | $ | 5,629 | $ | 7,637 | $ | (16,610 | ) | $ | (6,745 | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | $ | 2,044 | $ | (355 | ) | $ | 4,127 | $ | 591 | |||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | $ | (5,027 | ) | $ | 38,284 | $ | (21,041 | ) | $ | (15,361 | ) | |||||
| CASH AND CASH EQUIVALENTS: | ||||||||||||||||
| Beginning of period | $ | 118,970 | $ | 96,700 | $ | 134,984 | $ | 150,345 | ||||||||
| End of period | $ | 113,943 | $ | 134,984 | $ | 113,943 | $ | 134,984 | ||||||||
TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
SEGMENT DATA AND NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
(Amounts in thousands - unaudited)
| Segment Data | Three Months Ended December 31, | |||||||||||||||
| 2012 | 2011 | |||||||||||||||
| Revenues | Adjusted EBITDA | Revenues | Adjusted EBITDA | |||||||||||||
| International | $ | 235,889 | $ | 21,771 | $ | 243,568 | $ | 21,758 | ||||||||
| Americas | 272,255 | 21,603 | 273,294 | 24,991 | ||||||||||||
| Consolidated | $ | 508,144 | $ | 43,374 | $ | 516,862 | $ | 46,749 | ||||||||
| Year Ended December 31, | ||||||||||||||||
| 2012 | 2011 | |||||||||||||||
| Revenues | Adjusted EBITDA | Revenues | Adjusted EBITDA | |||||||||||||
| International | $ | 945,905 | $ | 85,423 | $ | 981,652 | $ | 96,481 | ||||||||
| Americas | 1,139,009 | 108,276 | 1,072,056 | 104,681 | ||||||||||||
| Consolidated | $ | 2,084,914 | $ | 193,699 | $ | 2,053,708 | $ | 201,162 | ||||||||
| Adjusted EBITDA reconciliation | Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Adjusted EBITDA | $ | 43,374 | $ | 46,749 | $ | 193,699 | $ | 201,162 | ||||||||
| Restructuring | (2,785 | ) | (514 | ) | (10,738 | ) | (2,660 | ) | ||||||||
| Depreciation and amortization | (24,643 | ) | (22,152 | ) | (92,856 | ) | (102,583 | ) | ||||||||
| Acquisition costs and other | (146 | ) | (109 | ) | (431 | ) | (1,554 | ) | ||||||||
| Expense related to the compensation programs | - | (4,445 | ) | (6,229 | ) | (18,114 | ) | |||||||||
| Interest expense, net | (13,397 | ) | (14,546 | ) | (53,815 | ) | (53,507 | ) | ||||||||
| Other expense | - | (131 | ) | - | (1,331 | ) | ||||||||||
| (Provision) / benefit for income taxes | 2,458 | (2,039 | ) | (15,255 | ) | (13,293 | ) | |||||||||
| Net income attributable to noncontrolling interests | (2,349 | ) | (1,072 | ) | (6,976 | ) | (5,109 | ) | ||||||||
| Pension actuarial loss | (19,157 | ) | (33,223 | ) | (19,157 | ) | (33,223 | ) | ||||||||
| Income from discontinued operations, net of tax | 30,368 | 5,431 | 29,790 | 6,948 | ||||||||||||
| Net income / (loss) attributable to Tower International, Inc. | $ | 13,723 | $ | (26,051 | ) | $ | 18,032 | $ | (23,264 | ) | ||||||
| Free cash flow reconciliation | Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Net cash provided by operating activities | $ | 63,604 | $ | 65,954 | $ | 101,381 | $ | 86,860 | ||||||||
| Cash disbursed for purchases of PP&E, net | (35,068 | ) | (31,524 | ) | (119,771 | ) | (100,829 | ) | ||||||||
| Free cash flow | $ | 28,536 | $ | 34,430 | $ | (18,390 | ) | $ | (13,969 | ) | ||||||
| Net debt reconciliation | December 31, | December 31, | ||||||||||||||
| 2012 | 2011 | |||||||||||||||
| Short-term debt and current maturities of capital lease obligations | $ | 74,605 | $ | 109,447 | ||||||||||||
| Long-term debt, net of current maturities | 411,590 | 461,838 | ||||||||||||||
| Obligations under capital leases, net of current maturities | 10,783 | 12,213 | ||||||||||||||
| Total debt | 496,978 | 583,498 | ||||||||||||||
| Less: cash and cash equivalents | (113,943 | ) | (134,984 | ) | ||||||||||||
| Net debt | $ | 383,035 | $ | 448,514 | ||||||||||||
TOWER INTERNATIONAL, INC. AND SUBSIDIARIES
CERTAIN ITEMS INCLUDED IN NET INCOME / (LOSS)
(Amounts in thousands, except per share amounts - unaudited)
| Three Months Ended | Year Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Income / (expense) items included in net income / (loss), net of tax: | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Incentive compensation related to funding events | $ | - | $ | (4,305 | ) | $ | (6,105 | ) | $ | (17,341 | ) | |||||
| Pension actuarial loss | (19,157 | ) | (33,223 | ) | (19,157 | ) | (33,223 | ) | ||||||||
| Acquisition costs | - | - | - | (1,100 | ) | |||||||||||
| Interest expense | ||||||||||||||||
| Acceleration of the amortization of debt issue costs and OID | - | (302 | ) | - | (1,760 | ) | ||||||||||
| Settlement of value added tax audit in Brazil | - | - | - | 2,838 | ||||||||||||
| Restructuring expense | ||||||||||||||||
| Severance costs in Europe | (515 | ) | - | (1,718 | ) | - | ||||||||||
| One-time restructuring actions in North America | (1,048 | ) | - | (1,048 | ) | - | ||||||||||
| Plant relocation costs | (170 | ) | - | (3,041 | ) | - | ||||||||||
| Asset impairments | - | - | (575 | ) | - | |||||||||||
| Adjustment of lease liability | - | - | - | 754 | ||||||||||||
| Other items | ||||||||||||||||
| Partial retirement of senior secured notes | - | (131 | ) | - | (1,331 | ) | ||||||||||
| Provision for income taxes | ||||||||||||||||
| Tax audits and other adjustments | 3,252 | - | 4,339 | - | ||||||||||||
| Valuation allowance in Brazil | - | - | (6,494 | ) | - | |||||||||||
| Tax law and tax election changes | - | - | - | 1,406 | ||||||||||||
| Discontinued operations | ||||||||||||||||
| Income from discontinued operations | 30,368 | 5,431 | 29,790 | 6,948 | ||||||||||||
| Total items included in net income / (loss) | $ | 12,730 | $ | (32,530 | ) | $ | (4,009 | ) | $ | (42,809 | ) | |||||
| Net income attributable to Tower International, Inc. | $ | 13,723 | $ | (26,051 | ) | $ | 18,032 | $ | (23,264 | ) | ||||||
| Memo: Average shares outstanding (in thousands) | ||||||||||||||||
| Basic | 20,247 | 19,683 | 20,081 | 19,364 | ||||||||||||
| Diluted | 20,412 | 19,683 | 20,447 | 19,364 | ||||||||||||
| Loss per common share (GAAP) | ||||||||||||||||
| Basic | $ | 0.68 | $ | (1.32 | ) | $ | 0.90 | $ | (1.20 | ) | ||||||
| Diluted | 0.67 | (1.32 | ) | 0.88 | (1.20 | ) | ||||||||||
| Diluted adjusted income per share (non-GAAP)* | 0.05 | 0.32 | 1.08 | 0.97 | ||||||||||||
* Excludes the certain items shown above. For the quarter ended December 31, 2011 and year ended December 31, 2011, diluted share count of 20.2 million and 20.1 million, respectively, were used to calculate diluted adjusted income per share.