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Tesma Announces Fiscal 2001 Second Quarter Results

    CONCORD, ON, March 1 - Tesma International Inc.
a global supplier of highly-engineered engine, transmission and
fueling systems and modules for the automotive industry, today reported, for
the three months ended January 31, 2001, the 22nd consecutive quarter (on a
comparative year-over-year basis) of record sales since going public in 1995.


                                        Six Months Ended   Three Months Ended
                                        ----------------   ------------------
                                           January 31          January 31
                                           (Canadian dollars in millions,
                                              except per share figures)
                                         2001      2000      2001      2000

    Sales                               $584.4    $546.3    $282.3    $266.8
    Income before income taxes          $ 64.1    $ 64.1    $ 27.8    $ 32.7
    Net income                          $ 40.6    $ 40.6    $ 17.8    $ 20.7
    Operating cash flow                 $ 19.5    $ 65.1    $ 30.4    $ 42.9
    Basic earnings per share            $ 1.39    $ 1.42    $ 0.61    $ 0.73
    Fully diluted earnings per share    $ 1.35    $ 1.35    $ 0.58    $ 0.69
    Weighted average number of shares
     outstanding on a fully diluted
     basis (in millions)                  30.6      30.2      30.6      30.2


    Consolidated Results
    --------------------

    Sales for the six month period increased by 7% to $584.4 million, despite
a 10% decline in North American vehicle production volumes and only a modest
growth of 2.4% in Europe. This sales increase reflects sales generated from
new production launches over the past twelve months, a 20% and 17% increase in
our North American and European content per vehicle to $51.25 and (euro) 13.23
respectively, continued growth in export sales, and strong service and
aftermarket part sales. The significant strengthening of the Canadian dollar
versus the Euro slowed Tesma's reported sales by approximately 2.8%.

    For the quarter, sales were up by 6% to a record $282.3 million, despite
a drop in North American vehicle production volumes of 17% to 3.25 million
units, their lowest quarterly level (excluding the strike affected fourth
quarter of fiscal year 1998) since Tesma became a public company in 1995.

    Income before income taxes for the six month period was unchanged at
$64.1 million. The additional margin generated by newly-launched production
programs, improved operating efficiencies, higher content per vehicle, and
reduced interest expense was offset by the year-to-date 10% reduction in North
American vehicle production volumes, customer pricing concessions and higher
operating costs at certain facilities as we launch new programs and continue
to invest in engineering, research and development resources and capital
assets for our future. Net income was also unchanged versus the prior year at
$40.6 million.

    For the quarter, income before income taxes declined by 15% from $32.7
million to $27.8 million largely as a result of the second quarter 17%
reduction in North American vehicle production volumes, higher launch costs
for new product programs and increased depreciation expenses. Net income for
the quarter declined to $17.8 million from $20.7 million a year ago.

    Tesma's fully diluted earnings per share for the six month period was
$1.35, unchanged from the previous year. For the second quarter, fully diluted
earnings per share was $0.58, versus $0.69 a year ago.

    North American Operations
    -------------------------

    Tesma operates 14 manufacturing facilities in North America (12 in Canada
and 2 in the U.S.) with 3,200 employees. For the first six months of fiscal
2001, the Company's North American operations reported sales of $458.7
million, an increase of 9% over the same period in 2000. This improvement
reflects the increased volumes of the GM GEN III V8, Line 6 and L850 engine
programs and Ford's Modular V8 engine program on which Tesma has significant
content, the launch of the Allison LCT transmission program, and increased
volumes on certain tensioner and alternator decoupler programs. Income before
income taxes decreased by 1% to $53.2 million, compared to $53.8 million a
year ago. This decrease is primarily attributable to the significant drop in
North American vehicle production volumes and high launch costs, offset
somewhat by improved operating efficiencies and a decrease in interest expense
due to lower levels of net indebtedness.

    European Operations
    -------------------

    Tesma's 5 European operations, located in Germany and Austria, employ 970
employees. For the first six months of fiscal 2001, sales from these
operations increased by 1% to $101.7 million compared to the same period last
year. Although there was sales growth in all of our European manufacturing
facilities and European vehicle production volumes increased approximately 2%,
the weakening of the Euro relative to the Canadian dollar caused translated
sales to decline by approximately $15 million versus the comparable period a
year ago. Despite the decline in sales, income before income taxes rose by 6%
to $8.9 million, primarily as a result of increased efficiencies in our engine
technologies products.

    Asian Operations
    ----------------

    Tesma's 2 Asian manufacturing facilities in South Korea employ 180
people. The results for the first half of fiscal 2001 do not reflect the
strength of these operations, as sales for this segment decreased by 1% to
$24.0 million and income before income taxes was unchanged at $2.0 million.
However, for the second quarter, sales increased by 14% to $12.7 million,
versus $11.1 million a year ago. This improvement for the quarter is due to
the ramp-up of the Ford FN transmission oil pump shipments and the
strengthening of the Korean Won.

    Cash Flow
    ---------

    Cash provided from operations increased by $1.1 million to $66.6 million
for the first six months of fiscal 2001, but for the quarter decreased by 8%
to $31.1 million. An increased investment in non-cash working capital
resulting from higher sales, the final payment of fiscal 2000 income taxes and
a return to more manageable inventory levels reduced cash from operating
activities to $19.5 million in the first half of fiscal 2001. Net investment
activities for the six month period included $45.7 million for fixed and other
asset additions. As a result, net cash balances at the end of the second
quarter were $54.8 million, a decline of $38.1 million since July 31, 2000.

    Balance Sheet
    -------------

    Despite the net use of cash during the first half of fiscal 2001, Tesma
maintains one of the strongest balance sheets in our industry. Our net debt of
$23.5 million at January 31, 2001 is only 6% of our shareholders' equity. Our
return on funds employed exceeded 28%.

    Dividends
    ---------

    The Tesma Board of Directors today declared a dividend in respect of the
second quarter of fiscal 2001 of $0.16 per share on the Class A Subordinate
Voting and Class B shares payable on April 16, 2001 to shareholders of record
on March 30, 2001.

    Outlook
    -------

    Many of our North American customers continue to announce significant
production cutbacks and are increasing pressure on suppliers for pricing
concessions to offset high inventory levels, declining consumer confidence
and, in some cases, significant losses. North American OEMs have announced
cutbacks in first half calendar 2001 production schedules by an aggregate of
15 to 20%. Across the board production declines of the magnitude announced by
the North American OEMs will undoubtedly affect all auto parts suppliers,
including Tesma. Tesma is responding to these issues, but nonetheless, expects
to continue to show sales growth in fiscal 2001. The impact of the announced
production cuts in North America in the range of 15% and in Europe in the
range of 2 to 3% over the next six months should result in an overall growth
rate in Tesma's sales of approximately 5 to 6% for fiscal 2001. We believe
that given the Company's strong financial position, opportunities may be
created for Tesma in the near term as marginal or smaller suppliers struggle
to maintain profitability in a lower production, lower cost environment --
which still demands "full-service" support. Tesma will continue to build on
our past and present successes, as we evolve in the ever-changing automotive
industry.

    
    TESMA INTERNATIONAL INC.
    CONSOLIDATED BALANCE SHEETS
    (Canadian dollars in thousands)
    (Unaudited)
                                                          As at      As at
                                                       January 31,  July 31,
                                                          2001        2000
    ASSETS
    Cash                                                $106,032    $143,104
    Accounts receivable                                  161,608     142,657
    Inventories                                           97,176      83,632
    Prepaid expenses and other                            12,634       9,937
    -------------------------------------------------------------------------
                                                         377,450     379,330
    Fixed assets                                         323,880     306,057
    Other assets                                          26,596      27,284
    -------------------------------------------------------------------------
                                                        $727,926    $712,671
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Bank indebtedness                                   $ 51,217    $ 50,207
    Accounts payable                                      90,058      85,624
    Accrued salaries and wages                            29,487      36,019
    Other accrued liabilities                             43,840      44,014
    Income taxes payable                                   5,359      13,346
    Long-term debt due within one year                     6,846       8,243
    -------------------------------------------------------------------------
                                                         226,807     237,453
    Long-term debt                                        71,439      74,990
    Future tax liabilities                                35,481      33,023

    SHAREHOLDERS' EQUITY
    Class A Subordinate Voting Shares
     (authorized: unlimited, issued: 14,993,379)         186,847     185,851

    Class B Shares
     (authorized: unlimited, issued: 14,223,900)           2,583       2,583

    Retained earnings                                    213,408     186,554
    Currency translation adjustment                       (8,639)     (7,783)
    -------------------------------------------------------------------------
                                                         394,199     367,205
    -------------------------------------------------------------------------
                                                        $727,926    $712,671
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    TESMA INTERNATIONAL INC.
    CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
    (Canadian dollars in thousands, except per share figures)
    (Unaudited)

                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                       January 31              January 31
                                    2001        2000        2001        2000

    Sales                       $282,292    $266,834    $584,399    $546,258
    -------------------------------------------------------------------------
    Cost of goods sold           219,329     201,216     448,700     414,584
    Depreciation and
     amortization                 12,986      10,926      25,181      21,826
    Selling, general and
     administrative               18,296      17,289      38,969      36,108
    Interest, net                    533       1,248         367       2,665
    Affiliation fees and
     other charges                 3,392       3,437       7,110       6,975
    -------------------------------------------------------------------------
    Income before income taxes    27,756      32,718      64,072      64,100
    Income taxes                   9,956      12,009      23,511      23,547
    -------------------------------------------------------------------------
    Net income for the period     17,800      20,709      40,561      40,553
    Retained earnings,
     beginning of period         200,698     137,575     186,554     120,595
    Dividends on Class A
     Subordinate Voting Shares
     and Class B Shares           (4,673)     (3,583)     (9,345)     (6,447)
    Cumulative adjustment for
     change in accounting
     policy (Note 1)                   -           -      (3,945)          -
    Surrender of stock
     options                        (417)          -        (417)          -
    -------------------------------------------------------------------------
    Retained earnings,
     end of period              $213,408    $154,701    $213,408    $154,701
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Earnings per Class A
     Subordinate Voting Share
     or Class B Share
      Basic                        $0.61       $0.73       $1.39       $1.42
      Fully diluted                $0.58       $0.69       $1.35       $1.35
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Average number of Class A
     Subordinate Voting Shares
     and Class B Shares
     outstanding (in millions)
      Basic                         29.2        28.7        29.2        28.6
      Fully diluted                 30.6        30.2        30.6        30.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    TESMA INTERNATIONAL INC.
    CONSOLIDATED STATEMENTS OF CASH FLOW
    (Canadian dollars in thousands)
    (Unaudited)
                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                       January 31              January 31
                                    2001        2000        2001        2000
    CASH PROVIDED FROM
     (USED FOR):
    OPERATING ACTIVITIES
    Net income                  $ 17,800    $ 20,709    $ 40,561    $ 40,553
    Items not involving
     current cash flows           13,331      13,199      26,038      24,911
    -------------------------------------------------------------------------
                                  31,131      33,908      66,599      65,464
    Changes in non-cash
     working capital                (709)      8,993     (47,116)       (403)
    -------------------------------------------------------------------------
                                  30,422      42,901      19,483      65,061
    -------------------------------------------------------------------------
    INVESTING ACTIVITIES
    Fixed asset additions        (28,723)    (21,024)    (45,681)    (36,588)
    Purchase of subsidiaries        (128)       (800)       (928)       (800)
    Decrease (increase)
     in other assets                  62      (1,026)        (10)     (1,144)
    Proceeds from disposition
     of fixed and other assets        51       1,589         133       2,358
    Cash acquired on purchase
     of subsidiaries                   -           -           -           -
    -------------------------------------------------------------------------
                                 (28,738)    (21,261)    (46,486)    (36,174)
    -------------------------------------------------------------------------
    FINANCING ACTIVITIES
    Increase (decrease) in
     bank indebtedness             1,155      (9,656)      2,458       9,099
    Issues of long-term debt           -           -           -       1,377
    Repayments of long-
     term debt                    (2,410)     (2,254)     (4,345)     (3,334)
    Issuance of Class A
     Subordinate Voting Shares       171         420         996       1,155
    Dividends on Class A
     Subordinate Voting Shares
     and Class B Shares           (4,672)     (3,583)     (9,344)     (6,447)
    Surrender of stock options      (417)          -        (417)          -
    -------------------------------------------------------------------------
                                  (6,173)    (15,073)    (10,652)      1,850
    -------------------------------------------------------------------------
    Effect of exchange rate
     changes on cash                 638        (869)        583      (1,388)
    -------------------------------------------------------------------------
    Net increase (decrease) in
     cash during the period       (3,851)      5,698     (37,072)     29,349
    Cash, beginning of period    109,883     102,233     143,104      78,582
    -------------------------------------------------------------------------
    Cash, end of period         $106,032    $107,931    $106,032    $107,931
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    1.  Accounting Change
        Effective August 1, 2000, the Company adopted the Canadian Institute
        of Chartered Accountants new recommendations for the accounting and
        disclosure of income taxes.

        The Company has adopted the new recommendations without restating the
        financial statements of any prior periods. Accordingly, the Company
        has recorded the cumulative adjustment as a result of adopting the
        liability method of tax allocation as a decrease in retained earnings
        of $3.9 million and an increase in future tax liabilities of $3.9
        million.

    2.  Segmented Information
        The Company currently operates in one industry segment, the
        automotive powertrain business, designing and manufacturing parts and
        assemblies primarily for the automotive OEMs or their Tier 1
        powertrain component manufacturers.

        The Company operates internationally and its manufacturing facilities
        are arranged geographically to match the requirements of the
        Company's customers in each market. Each manufacturing facility has
        the capability to offer many different powertrain parts and
        assemblies as the technological processes employed can be used to
        make many different parts and assemblies. Additionally, specific
        marketing and distribution strategies are required in each geographic
        region. The Company currently operates in four geographic segments of
        which only two are reportable segments. The accounting policies for
        the segments are the same as those described in Note 1 to the July
        31, 2000 consolidated financial statements and intersegment sales are
        accounted for at prices which approximate fair value.

        Executive management assesses the performance of each segment based
        on income before income taxes as the management of income tax expense
        is centralized.


                                 North
    Six months ended            American    European     Other
    January 31st, 2001         Automotive  Automotive  Automotive    Total
    -------------------------------------------------------------------------
                                    (Canadian dollars in thousands)

    Total Sales                 $462,274    $102,975    $ 24,004    $589,253
    Intersegment sales             3,590       1,264           -       4,854
    -------------------------------------------------------------------------
    Sales to external customers $458,684    $101,711    $ 24,004    $584,399
    -------------------------------------------------------------------------
    Depreciation and
     amortization               $ 18,635    $  4,248    $  2,298    $ 25,181
    -------------------------------------------------------------------------
    Interest, net               $   (517)   $   (166)   $  1,050    $    367
    -------------------------------------------------------------------------
    Income before income taxes  $ 53,222    $  8,883    $  1,967    $ 64,072
    -------------------------------------------------------------------------
    Fixed assets, net           $228,489    $ 60,043    $ 35,348    $323,880
    -------------------------------------------------------------------------
    Fixed asset additions       $ 39,402    $  5,785    $    494    $ 45,681
    -------------------------------------------------------------------------
    Goodwill, net               $ 18,241    $  1,533    $    128    $ 19,902
    -------------------------------------------------------------------------



                                 North
    Six months ended            American    European     Other
    January 31st, 2000         Automotive  Automotive  Automotive    Total
    -------------------------------------------------------------------------
                                        (Canadian dollars in thousands)

    Total Sales                 $422,552    $102,352    $ 24,196    $549,100
    Intersegment sales             1,281       1,561           -       2,842
    -------------------------------------------------------------------------
    Sales to external
     customers                  $421,271    $100,791    $ 24,196    $546,258
    -------------------------------------------------------------------------
    Depreciation and
     amortization               $ 15,249    $  4,257    $  2,320    $ 21,826
    -------------------------------------------------------------------------
    Interest, net               $  1,134    $   (375)   $  1,906    $  2,665
    -------------------------------------------------------------------------
    Income before income taxes  $ 53,762    $  8,378    $  1,960    $ 64,100
    -------------------------------------------------------------------------
    Fixed assets, net           $193,543    $ 46,120    $ 43,659    $283,322
    -------------------------------------------------------------------------
    Fixed asset additions       $ 23,841    $  5,940    $  6,807    $ 36,588
    -------------------------------------------------------------------------
    Goodwill, net               $ 18,162    $  1,876    $      -    $ 20,038
    -------------------------------------------------------------------------


    3.  Capital Stock

        Class and Series of Outstanding Securities
        The Company's share structure has remained consistent with that in
        place as at July 31,2000. For details concerning the nature of the
        Company's securities, please refer to Note 9 "Convertible Series
        Preferred Shares" and Note 10 "Capital Stock" of the Company's 2000
        Annual Report.

        Options
        The following table presents the maximum number of shares that would
        be outstanding if all of the outstanding options as at January 31,
        2001 were exercised:

                                                            Number of Shares
        --------------------------------------------------------------------
        Class A Subordinate Voting Shares
         outstanding as at January 31, 2001                       14,993,379
        Class B Shares outstanding as at January 31, 2001         14,223,900
        Options to purchase Class A Subordinate Voting Shares      1,349,900
        --------------------------------------------------------------------
                                                                  30,567,179
        --------------------------------------------------------------------

        The maximum number of shares reserved to be issued for stock options
        is 3,000,000 Class A Subordinate Voting Shares. The number of
        reserved but unoptioned shares as at January 31, 2001 is 177,000.