form10q.htm  




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
TITAN INTERNATIONAL, INC. LOGO
 
 
FORM 10-Q
 

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended: September 30, 2010

OR

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File Number:  1-12936

TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
 
Illinois
 
36-3228472
(State of Incorporation)
 
(I.R.S. Employer Identification No.)

2701 Spruce Street, Quincy, IL 62301
(Address of principal executive offices, including Zip Code)

(217) 228-6011
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No o
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
    Large accelerated filer o
Accelerated filer þ
    Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o  No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

   
Shares Outstanding at
Class
 
October 25, 2010
     
Common stock, no par value per share
 
35,355,477

 
 

 

TITAN INTERNATIONAL, INC.

TABLE OF CONTENTS




   
Page
Part I.
Financial Information
 
     
Item 1.
Financial Statements (Unaudited)
 
     
 
Consolidated Condensed Statements of Operations
for the Three and Nine Months Ended September 30, 2010 and 2009
1
     
 
Consolidated Condensed Balance Sheets as of
September 30, 2010, and December 31, 2009
2
     
 
Consolidated Condensed Statement of Changes in Stockholders’
Equity for the Nine Months Ended September 30, 2010
3
     
 
Consolidated Condensed Statements of Cash Flows
for the Nine Months Ended September 30, 2010 and 2009
4
     
 
Notes to Consolidated Condensed Financial Statements
5-17
     
Item 2.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
18-33
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
33
     
Item 4.
Controls and Procedures
33
     
Part II.
Other Information
 
     
Item 1.
Legal Proceedings
34
     
Item 1A.
Risk Factors
34
     
Item 6.
Exhibits
34
     
 
Signatures
34



 
 

 

PART I.  FINANCIAL INFORMATION
 
Item 1.   Financial Statements
TITAN INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
(Amounts in thousands, except earnings per share data)

   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Net sales
  $ 222,818     $ 141,496     $ 648,922     $ 581,083  
Cost of sales
    194,872       144,526       560,986       524,304  
Gross profit (loss)
    27,946       (3,030 )     87,936       56,779  
Selling, general & administrative expenses
    12,037       10,114       36,008       34,409  
Research and development expenses
    1,112       1,158       5,039       5,016  
Royalty expense
    2,275       1,464       6,809       6,123  
Income (loss) from operations
    12,522       (15,766 )     40,080       11,231  
Interest expense
    (5,867 )     (3,997 )     (19,713 )     (11,819 )
Gain (loss) on note repurchase
    (473 )     0       (3,195 )     1,398  
Other income
    401       644       307       1,302  
Income (loss) before income taxes
    6,583       (19,119 )     17,479       2,112  
Income tax provision (benefit)
    2,568       (8,006 )     6,817       274  
Net income (loss)
  $ 4,015     $ (11,113 )   $ 10,662     $ 1,838  
Earnings (loss) per common share:
                               
Basic
  $ .12     $ (.32 )   $ .31     $ .05  
Diluted
    .11       (.32 )     .30       .05  
Average common shares outstanding:
                               
Basic
    34,868       34,746       34,819       34,692  
Diluted
    51,773       34,746       51,740       35,251  
 


See accompanying Notes to Consolidated Condensed Financial Statements.

 
1

 

TITAN INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(Amounts in thousands, except share data)
 
   
September 30,
   
December 31,
 
Assets
 
2010
   
2009
 
Current assets
           
Cash and cash equivalents
  $ 159,315     $ 229,182  
Accounts receivable
    114,140       67,513  
Inventories
    135,976       110,136  
Deferred income taxes
    3,065       11,108  
Prepaid and other current assets
    20,826       27,277  
Total current assets
    433,322       445,216  
                 
Property, plant and equipment, net
    248,689       254,461  
Deferred income taxes
    1,671       7,253  
Other assets
    44,012       29,533  
                 
Total assets
  $ 727,694     $ 736,463  
                 
Liabilities and Stockholders’ Equity
               
Current liabilities
               
Accounts payable
  $ 47,135     $ 24,246  
Other current liabilities
    43,886       45,826  
Total current liabilities
    91,021       70,072  
                 
Long-term debt
    312,448       366,300  
Other long-term liabilities
    38,431       38,138  
Total liabilities
    441,900       474,510  
                 
Stockholders’ equity
               
Common stock (no par, 120,000,000 shares authorized, 37,475,288 issued)
    30       30  
Additional paid-in capital
    299,862       299,519  
Retained earnings
    26,509       16,377  
Treasury stock (at cost, 2,127,428 and 2,214,347 shares, respectively)
    (19,494 )     (20,274 )
Treasury stock reserved for contractual obligations
    (2,936 )     (5,393 )
Accumulated other comprehensive loss
    (18,177 )     (28,306 )
Total stockholders’ equity
    285,794       261,953  
                 
Total liabilities and stockholders’ equity
  $ 727,694     $ 736,463  

 
See accompanying Notes to Consolidated Condensed Financial Statements.

 
2

 

TITAN INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
(All amounts in thousands, except share data)

   
 
Number of common shares
   
 
 
Common Stock
   
 
Additional
paid-in
capital
   
 
 
Retained earnings
   
 
 
Treasury stock
   
Treasury stock reserved for contractual obligations
   
Accumulated other comprehensive income (loss)
   
 
 
 
Total
 
                                                 
Balance January 1, 2010
    #35,260,941     $ 30     $ 299,519     $ 16,377     $ (20,274 )   $ (5,393 )   $ (28,306 )   $ 261,953  
                                                                 
Comprehensive income:
                                                               
Net income
                            10,662                               10,662  
Pension liability adjustments, net of tax
                                                    1,724       1,724  
Unrealized gain on investment, net of tax
                                                    8,405       8,405  
Comprehensive income
                                                            20,791  
Dividends on common stock
                            (530 )                             (530 )
Exercise of stock options
    45,000               (163 )             404                       241  
Contractual obligation transactions
                    501                       2,457               2,958  
Issuance of treasury stock under 401(k) plan
    41,919               5               376                       381  
                                                                 
Balance September 30, 2010
    #35,347,860     $ 30     $ 299,862     $ 26,509     $ (19,494 )   $ (2,936 )   $ (18,177 )   $ 285,794  

 

See accompanying Notes to Consolidated Condensed Financial Statements.

 
3

 

TITAN INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)

   
Nine months ended
 
   
September 30,
 
   
2010
   
2009
 
Cash flows from operating activities:
           
Net income
  $ 10,662     $ 1,838  
Adjustments to reconcile net income to net cash
               
provided by operating activities:
               
Depreciation and amortization
    27,617       24,759  
Deferred income tax provision
    8,043       550  
(Gain) loss on note repurchase
    3,195       (1,398 )
Excess tax benefit from stock options exercised
    0       (86 )
Issuance of treasury stock under 401(k) plan
    382       398  
(Increase) decrease in assets:
               
Accounts receivable
    (46,627 )     46,326  
Inventories
    (25,840 )     22,473  
Prepaid and other current assets
    6,451       (2,236 )
Other assets
    (458 )     (1,753 )
Increase (decrease) in liabilities:
               
Accounts payable
    22,889       (40,483 )
Other current liabilities
    (1,740 )     (5,070 )
Other liabilities
    3,074       6,330  
Net cash provided by operating activities
    7,648       51,648  
                 
Cash flows from investing activities:
               
Capital expenditures
    (20,056 )     (36,482 )
Acquisition of shares of Titan Europe Plc
    0       (2,399 )
Other
    91       1,030  
Net cash used for investing activities
    (19,965 )     (37,851 )
                 
Cash flows from financing activities:
               
Repurchase of senior notes
    (56,674 )     (4,726 )
Payment on debt
    0       (25,000 )
Proceeds from exercise of stock options
    240       1,142  
Excess tax benefit from stock options exercised
    0       86  
Payment of financing fees
    (586 )     (1,070 )
Dividends paid
    (530 )     (527 )
Net cash used for financing activities
    (57,550 )     (30,095 )
                 
Net decrease in cash and cash equivalents
    (69,867 )     (16,298 )
                 
Cash and cash equivalents at beginning of period
    229,182       61,658  
                 
Cash and cash equivalents at end of period
  $ 159,315     $ 45,360  

 

See accompanying Notes to Consolidated Condensed Financial Statements.

 
4

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

1.  ACCOUNTING POLICIES

In the opinion of Titan International, Inc. (Titan or the Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly the Company’s financial position as of September 30, 2010, the results of operations for the three and nine months ended September 30, 2010 and 2009, and cash flows for the nine months ended September 30, 2010 and 2009.

Accounting policies have continued without significant change and are described in the Description of Business and Significant Accounting Policies contained in the Company’s 2009 Annual Report on Form 10-K.  These interim financial statements have been prepared pursuant to the Securities and Exchange Commission’s rules for Form 10-Q’s and, therefore, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2009 Annual Report on Form 10-K.  Certain amounts from prior periods have been reclassified to conform to the current period financial presentation.

Fair value of financial instruments
The Company records financial instruments, including cash and cash equivalents, accounts receivable, notes receivable, accounts payable and other accruals at cost, which approximates fair value.  Investments in marketable equity securities are recorded at fair value.  The senior unsecured 8% notes due January 2012 (senior unsecured notes) and convertible senior subordinated 5.625% notes due 2017 (convertible notes) are carried at cost of $139.9 million and $172.5 million at September 30, 2010, respectively.  The fair value of these notes at September 30, 2010, as obtained through independent pricing sources, was approximately $148.3 million for the senior unsecured notes and approximately $263.7 million for the convertible notes.
 
Cash dividends
The Company declared cash dividends of $.005 and $.015 per share of common stock for each of the three and nine months ended September 30, 2010 and 2009.  The third quarter 2010 cash dividend of $.005 per share of common stock was paid October 15, 2010, to stockholders of record on September 30, 2010.
 
2.  ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following (in thousands):
   
September 30,
   
December 31,
 
   
2010
   
2009
 
Accounts receivable
  $ 118,275     $ 71,471  
Allowance for doubtful accounts
    (4,135 )     (3,958 )
Accounts receivable, net
  $ 114,140     $ 67,513  

The Company had net accounts receivable balance of $114.1 million at September 30, 2010, and $67.5 million at December 31, 2009.  These amounts are net of allowance for doubtful accounts of $4.1 million at September 30, 2010, and $4.0 million at December 31, 2009.

 
5

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

3.  INVENTORIES

Inventories consisted of the following (in thousands):
   
September 30,
   
December 31,
 
   
2010
   
2009
 
Raw materials
  $ 56,557     $ 44,336  
Work-in-process
    23,064       21,378  
Finished goods
    60,476       46,067  
      140,097       111,781  
Adjustment to LIFO basis
    (4,121 )     (1,645 )
    $ 135,976     $ 110,136  

Inventories were $136.0 million at September 30, 2010, and $110.1 million at December 31, 2009.  At September 30, 2010, cost is determined using the first-in, first-out (FIFO) method for approximately 69% of inventories and the last-in, first-out (LIFO) method for approximately 31% of the inventories.  At December 31, 2009, the FIFO method was used for approximately 74% of inventories and LIFO was used for approximately 26% of the inventories.  Included in the inventory balances were reserves for slow-moving and obsolete inventory of $2.1 million at September 30, 2010, and $2.3 million at December 31, 2009.
 
4.  PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following (in thousands):
   
September 30,
   
December 31,
 
   
2010
   
2009
 
Land and improvements
  $ 3,040     $ 2,993  
Buildings and improvements
    97,391       97,238  
Machinery and equipment
    370,090       359,244  
Tools, dies and molds
    83,550       77,926  
Construction-in-process
    17,041       16,383  
      571,112       553,784  
Less accumulated depreciation
    (322,423 )     (299,323 )
    $ 248,689     $ 254,461  

The Company had property, plant and equipment of $248.7 million and $254.5 million at September 30, 2010, and December 31, 2009, respectively.  Depreciation on fixed assets for the three months ended September 30, 2010 and 2009, totaled $8.4 million and $7.8 million, respectively.  Depreciation on fixed assets for the nine months ended September 30, 2010 and 2009, totaled $25.7 million and $22.8 million, respectively.

 
6

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

5.  INVESTMENT IN TITAN EUROPE PLC

Investment in Titan Europe Plc consisted of the following (in thousands):
   
September 30,
   
December 31,
 
   
2010
   
2009
 
Investment in Titan Europe Plc
  $ 19,386     $ 6,456  

Titan Europe Plc is publicly traded on the AIM market in London, England.  The Company’s investment in Titan Europe represents a 22.9% ownership percentage.  The Company has considered the applicable guidance in ASC 323 Investments – Equity Method and Joint Ventures and has concluded that the Company’s investment in Titan Europe Plc should be accounted for as an available-for-sale security and recorded at fair value in accordance with ASC 320 Investments – Debt and Equity Securities as the Company does not have significant influence over Titan Europe Plc.  The investment in Titan Europe Plc is included as a component of other assets on the Consolidated Condensed Balance Sheets.  Titan’s cost basis in Titan Europe is $5.0 million.  Titan’s other comprehensive income includes a gain on the Titan Europe Plc investment of $9.3 million, which is net of tax of $5.0 million.  The increased value in the Titan Europe Plc investment at September 30, 2010, was due primarily to a higher publicly quoted Titan Europe Plc market price.


6.  WARRANTY

Changes in the warranty liability consisted of the following (in thousands):
   
2010
   
2009
 
Warranty liability, January 1
  $ 9,169     $ 7,488  
Provision for warranty liabilities
    12,469       12,735  
Warranty payments made
    (11,181 )     (11,398 )
Warranty liability, September 30
  $ 10,457     $ 8,825  

The Company provides limited warranties on workmanship on its products in all market segments.  The majority of the Company’s products have a limited warranty that ranges from zero to ten years, with certain products being prorated after the first year.  The Company calculates a provision for warranty expense based on past warranty experience.  Warranty accruals are included as a component of other current liabilities on the Consolidated Condensed Balance Sheets.

7.  REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):
   
September 30,
   
December 31,
 
   
2010
   
2009
 
Senior unsecured 8% notes due January 2012
  $ 139,948     $ 193,800  
Convertible senior subordinated 5.625% notes due 2017
    172,500       172,500  
Revolving credit facility
    0       0  
      312,448       366,300  
Less:  Amounts due within one year
    0       0  
    $ 312,448     $ 366,300  


 
7

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

Aggregate maturities of long-term debt at September 30, 2010, were as follows (in thousands):
October 1 – December 31, 2010
  $ 0  
2011
    0  
2012
    139,948  
2013
    0  
2014
    0  
Thereafter
    172,500  
    $ 312,448  

Senior unsecured 8% notes due January 2012
The Company’s senior unsecured 8% notes (senior unsecured notes) are due January 2012.  In the nine months ended September 30, 2010, the Company repurchased $53.9 million of principal value of senior unsecured notes resulting in a loss on note repurchase of $3.2 million.  In the first quarter of 2009, the Company repurchased $6.2 million of principal value of senior unsecured notes for approximately $4.8 million resulting in a $1.4 million gain on the note repurchases.  The Company’s senior unsecured notes outstanding balance was $139.9 million at September 30, 2010.

Tender offer and loss on senior unsecured note repurchase
In May 2010, the Company commenced a tender offer to purchase its outstanding senior unsecured 8% notes due January 2012.  As of the expiration of the tender offer in June 2010, there were $47.4 million of the notes tendered and accepted for payment which represented 24.4% of the principal amount of notes outstanding.  In July 2010, the Company repurchased an additional $6.5 million of senior unsecured notes outstanding.  In connection with the tender offer and additional note repurchase, Titan recorded expenses of $3.2 million in the nine months ended September 30, 2010.  These expenses were related to: (i) early tender premium of $2.6 million, (ii) unamortized deferred financing fees of $0.4 million and (iii) other fees of $0.2 million.

Convertible senior subordinated 5.625% notes due 2017
The Company’s convertible senior subordinated 5.625% notes (convertible notes) are due January 2017.   The initial base conversion rate for the convertible notes is 93.0016 shares of Titan common stock per $1,000 principal amount of convertible notes, equivalent to an initial base conversion price of approximately $10.75 per share of Titan common stock.  If the price of Titan common stock at the time of determination exceeds the base conversion price, the base conversion rate will be increased by an additional number of shares (up to 9.3002 shares of Titan common stock per $1,000 principal amount of convertible notes) as determined pursuant to a formula described in the indenture.  The base conversion rate will be subject to adjustment in certain events.  The Company’s convertible notes balance was $172.5 million at September 30, 2010.

Revolving credit facility
The Company’s $100 million revolving credit facility (credit facility) with agent Bank of America, N.A. has a January 2014 termination date and is collateralized by the accounts receivable and inventory of Titan and certain of its domestic subsidiaries.  During the first nine months of 2010 and at September 30, 2010, there were no borrowings under the credit facility.  The credit facility contains certain financial covenants, restrictions and other customary affirmative and negative covenants.   Titan is in compliance with these covenants and restrictions as of September 30, 2010.

In September 2010, Titan amended its credit facility with Bank of America, N.A.  The amendment extended the credit facility termination date to January 2014 from the previous January 2012 date.  The amendment also reduced the revolving commitment to $100 million from $150 million and released the lender’s lien on property, plant and equipment.
 
 
8

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

8.  LEASE COMMITMENTS

The Company leases certain buildings and equipment under operating leases.  Certain lease agreements provide for renewal options, fair value purchase options, and payment of property taxes, maintenance and insurance by the Company.

At September 30, 2010, future minimum commitments under noncancellable operating leases with initial or remaining terms of at least one year were as follows (in thousands):
October 1 – December 31, 2010
  $ 303  
2011
    392  
2012
    64  
2013
    14  
Thereafter
    1  
Total future minimum lease payments
  $ 774  
 
9.  EMPLOYEE BENEFIT PLANS

The Company has three frozen defined benefit pension plans and one defined benefit plan that previously purchased a final annuity settlement.  The Company also sponsors four 401(k) retirement savings plans.  The Company expects to contribute approximately $0.4 million to the pension plans during the remainder of 2010.

The components of net periodic pension cost consisted of the following (in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Interest cost
  $ 1,300     $ 1,364     $ 3,900     $ 4,092  
Expected return on assets
    (1,227 )     (1,235 )     (3,681 )     (3,703 )
Amortization of unrecognized prior service cost
    34       34       102       102  
Amortization of unrecognized deferred taxes
    (14 )     (14 )     (42 )     (42 )
Amortization of net unrecognized loss
    907       1,076       2,721       3,228  
Net periodic pension cost (income)
  $ 1,000     $ 1,225     $ 3,000     $ 3,677  
 
10.  ROYALTY EXPENSE

Royalty expense consisted of the following (in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Royalty expense
  $ 2,275     $ 1,464     $ 6,809     $ 6,123  

The Company has a trademark license agreement with The Goodyear Tire & Rubber Company to manufacture and sell certain off-highway tires in North America under the Goodyear name.  Royalty expenses recorded were $2.3 million and $1.5 million for the quarters ended September 30, 2010 and 2009, respectively.  Royalty expenses were $6.8 million and $6.1 million for the nine months ended September 30, 2010 and 2009, respectively.

 
9

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

11.  OTHER INCOME

Other income consisted of the following (in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Investment gain on contractual obligations
  $ 638     $ 583     $ 285     $ 1,028  
Interest income
    92       35       266       147  
Other income (expense)
    (329 )     26       (244 )     127  
    $ 401     $ 644     $ 307     $ 1,302  

In September 2010, Titan recorded other expense of $0.4 million related to deferred financing fees when the Company’s credit facility was amended.

12.  INCOME TAXES

Income tax provision (benefit) consisted of the following (in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Income tax provision (benefit)
  $ 2,568     $ (8,006 )   $ 6,817     $ 274  

The Company recorded income tax provision of $2.6 million and $6.8 million for the three and nine months ended September 30, 2010, respectively, as compared to income tax benefit of $(8.0) million and income tax provision of $0.3 million for the three and nine months ended September 30, 2009.  The Company’s effective income tax rate was 39% and 13% for the nine months ended September 30, 2010 and 2009, respectively.  The 2009 effective income tax rate was impacted by a reduction to the Company’s income tax provision of $0.5 million that related to one of the Company’s foreign subsidiaries.
 
13.  COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) consisted of the following (in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Net income (loss)
  $ 4,015     $ (11,113 )   $ 10,662     $ 1,838  
Unrealized gain on investment, net of tax
    5,137       1,686       8,405       2,633  
Pension liability adjustments, net of tax
    575       680       1,724       2,039  
    $ 9,727     $ (8,747 )   $ 20,791     $ 6,510  
 
 
10

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

14.  SEGMENT INFORMATION

The table below presents information about certain revenues and income from operations used by the chief operating decision maker of the Company for the three and nine months ended September 30, 2010 and 2009 (in thousands):

   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Revenues from external customers
                       
Agricultural
  $ 170,675     $ 105,426     $ 497,503     $ 453,098  
Earthmoving/construction
    47,848       30,732       139,161       113,085  
Consumer
    4,295       5,338       12,258       14,900  
    $ 222,818     $ 141,496     $ 648,922     $ 581,083  
                                 
Gross profit (loss)
                               
Agricultural
  $ 25,283     $ (522 )   $ 78,201     $ 48,400  
Earthmoving/construction
    2,495       (1,815 )     10,294       8,727  
Consumer
    827       (142 )     2,302       1,254  
Corporate expenses
    (659 )     (551 )     (2,861 )     (1,602 )
    $ 27,946     $ (3,030 )   $ 87,936     $ 56,779  
                                 
Income (loss) from operations
                               
Agricultural
  $ 21,440     $ (3,775 )   $ 66,222     $ 35,530  
Earthmoving/construction
    1,077       (2,951 )     4,080       3,711  
Consumer
    734       (282 )     2,030       842  
Corporate expenses
    (10,729 )     (8,758 )     (32,252 )     (28,852 )
Income (loss) from operations
    12,522       (15,766 )     40,080       11,231  
Interest expense
    (5,867 )     (3,997 )     (19,713 )     (11,819 )
Other income (expense)
    (72 )     644       (2,888 )     2,700  
Income (loss) before income taxes
  $ 6,583     $ (19,119 )   $ 17,479     $ 2,112  

Assets by segment were as follows (in thousands):
   
September 30,
   
December 31,
 
Total Assets
 
2010
   
2009
 
Agricultural segment
  $ 328,603     $ 257,523  
Earthmoving/construction segment
    191,881       188,169  
Consumer segment
    11,761       8,305  
Other assets
    195,449       282,466  
    $ 727,694     $ 736,463  
 

 
11

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

15.  EARNINGS PER SHARE

Earnings per share (EPS) are as follows (amounts in thousands, except per share data):
   
Three months ended,
 
   
September 30, 2010
   
September 30, 2009
 
   
Net
Income
   
Weighted average shares
   
Per share
amount
   
Net
Loss
   
Weighted average shares
   
Per share
amount
 
Basic EPS
  $ 4,015       34,868     $ .12     $ (11,113 )     34,746     $ (.32 )
Effect of stock options/trusts
    0       529               0       0          
Effect of  convertible notes
    1,598       16,376               0       0          
Diluted EPS
  $ 5,613       51,773     $ .11     $ (11,113 )     34,746     $ (.32 )
 

   
Nine months ended,
 
   
September 30, 2010
   
September 30, 2009
 
   
Net Income
   
Weighted average shares
   
Per share amount
   
Net Income
   
Weighted average shares
   
Per share amount
 
Basic EPS
  $ 10,662       34,819     $ .31     $ 1,838       34,692     $ .05  
Effect of stock options/trusts
    0       545               0       559          
Effect of convertible notes
    4,827       16,376               0       0          
Diluted EPS
  $ 15,489       51,740     $ .30     $ 1,838       35,251     $ .05  

The effect of stock options/trusts has been excluded for the three months ended September 30, 2009, as the effect would have been antidilutive.  The weighted average share amount excluded was 0.6 million shares.


16.  FAIR VALUE MEASUREMENTS

ASC 820 Fair Value Measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers are defined as:
 
 
Level 1 – Quoted prices in active markets for identical instruments;
 
 
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable.
 
 
Level 3 – Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis consisted of the following (in thousands):
   
September 30, 2010
   
December 31, 2009
 
   
Total
   
Level 1
   
Levels 2&3
   
Total
   
Level 1
   
Levels 2&3
 
Investment in Titan Europe Plc
  $ 19,386     $ 19,386     $ 0     $ 6,456     $ 6,456     $ 0  
Investments for contractual obligations
    9,112       9,112       0       5,869       5,869       0  
Total
  $ 28,498     $ 28,498     $ 0     $ 12,325     $ 12,325     $ 0  


 
12

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

17.  LITIGATION

The Company is a party to routine legal proceedings arising out of the normal course of business.  Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, the Company believes at this time that none of these actions, individually or in the aggregate, will have a material adverse affect on the consolidated financial condition, results of operations or cash flows of the Company.  However, due to the difficult nature of predicting unresolved and future legal claims, the Company cannot anticipate or predict the material adverse effect on its consolidated financial condition, results of operations or cash flows as a result of efforts to comply with or its liabilities pertaining to legal judgments.
 
18.  RECENTLY ISSUED ACCOUNTING STANDARDS

Fair Value Measurements and Disclosures
In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements.”  This guidance requires new disclosures for transfers in and out of Level 1 and Level 2 fair value measurements.  This guidance requires separate presentation about purchases, sales, issuances, and settlements for activity in Level 3 fair value measurements.   ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.  The guidance for new disclosures and clarifications of existing disclosures was effective for reporting periods beginning after December 15, 2009.  The adoption of this part of the guidance had no material effect on the Company’s financial position, results of operations or cash flows.  The guidance related to presentation of Level 3 fair value measurements is effective for fiscal years beginning after December 15, 2010.  The adoption of this part of the guidance is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

Receivables
In July 2010, FASB issued ASU No. 2010-20, “Receivables (Topic 310) – Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.”  This guidance amends Topic 310 to improve the disclosures that an entity provides about the credit quality of its financing receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to disaggregate by portfolio segment or class certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses.  The disclosures as of the end of a reporting period are effective for reporting periods ending on or after December 15, 2010.  The disclosures about activity that occurs during a reporting period are effective for reporting periods beginning on or after December 15, 2010.  The adoption of this ASU is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.
 
19.  SUBSEQUENT EVENTS
 
Senior Secured 7.875% Notes due 2017
On October 1, 2010, the Company closed on an offering of $200 million senior secured 7.875% notes due 2017.  Titan used a portion of the net proceeds from the offering to finance the repurchase of $138.9 million of its 8% senior unsecured notes due January 2012 and to pay all consent payments, accrued interest and costs and expenses associated therewith.  The Company intends to use the remaining net proceeds from this offering of approximately $44 million for general corporate purposes, which may include potential future acquisitions.
 
Senior Unsecured 8% Note due January 2012 Repurchase
On October 1, 2010, the Company closed on a tender transaction to purchase $138.9 million, or 99.2%, of its outstanding senior unsecured 8% notes due January 2012.  In connection with this transaction, Titan will record expenses of approximately $12 million in the fourth quarter of 2010.  These expenses relate primarily to a tender and consent premium of $75 per $1,000 principal amount of the notes.  After this transaction, Titan’s senior unsecured 8% note due January 2012 outstanding balance was $1.1 million as of October 1, 2010, compared to a balance of $139.9 million at September 30, 2010.

 
13

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

 
20.  SUBSIDIARY GUARANTOR FINANCIAL INFORMATION

The Company’s 8% senior unsecured notes and 5.625% convertible senior subordinated notes are guaranteed by each of Titan’s current and future wholly owned domestic subsidiaries other than its immaterial subsidiaries (subsidiaries with total assets less than $250,000 and total revenues less than $250,000.) The note guarantees are full and unconditional, joint and several obligations of the guarantors. Non-guarantors consist primarily of foreign subsidiaries of the Company, which are organized outside the United States of America. The following condensed consolidating financial statements are presented using the equity method of accounting.


   
Consolidating Condensed Statements of Operations
 
(Amounts in thousands)
     
   
For the Three Months Ended September 30, 2010
 
   
Titan
         
Non-
             
   
Intl., Inc.
   
Guarantor
   
Guarantor
             
   
(Parent)
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Net sales
  $ 0     $ 222,818     $ 0     $ 0     $ 222,818  
Cost of sales
    387       194,485       0       0       194,872  
Gross income (loss)
    (387 )     28,333       0       0       27,946  
Selling, general and administrative expenses
    4,843       7,185       9       0       12,037  
Research and development expenses
    0       1,112       0       0       1,112  
Royalty expense
    0       2,275       0       0       2,275  
Income (loss) from operations
    (5,230 )     17,761       (9 )     0       12,522  
Interest expense
    (5,867 )     0       0       0       (5,867 )
Loss on note repurchase
    (473 )     0       0       0       (473 )
Other income
    377       24       0       0       401  
Income (loss) before income taxes
    (11,193 )     17,785       (9 )     0       6,583  
Income tax provision (benefit)
    (4,366 )     6,937       (3 )     0       2,568  
Equity in income of subsidiaries
    10,842       0       0       (10,842 )     0  
Net income (loss)
  $ 4,015     $ 10,848     $ (6 )   $ (10,842 )   $ 4,015  



   
Consolidating Condensed Statements of Operations
 
(Amounts in thousands)
     
   
For the Three Months Ended September 30, 2009
 
   
Titan
         
Non-
             
   
Intl., Inc.
   
Guarantor
   
Guarantor
             
   
(Parent)
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Net sales
  $ 0     $ 141,496     $ 0     $ 0     $ 141,496  
Cost of sales
    273       144,253       0       0       144,526  
Gross loss
    (273 )     (2,757 )     0       0       (3,030 )
Selling, general and administrative expenses
    3,512       6,580       22       0       10,114  
Research and development expenses
    2       1,156       0       0       1,158  
Royalty expense
    0       1,464       0       0       1,464  
Loss from operations
    (3,787 )     (11,957 )     (22 )     0       (15,766 )
Interest expense
    (3,997 )     0       0       0       (3,997 )
Other income
    618       26       0       0       644  
Loss before income taxes
    (7,166 )     (11,931 )     (22 )     0       (19,119 )
Income tax provision (benefit)
    3,070       (11,085 )     9       0       (8,006 )
Equity in loss of subsidiaries
    (877 )     0       0       877       0  
Net loss
  $ (11,113 )   $ (846 )   $ (31 )   $ 877     $ (11,113 )


 
14

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)


   
Consolidating Condensed Statements of Operations
 
(Amounts in thousands)
     
   
For the Nine Months Ended September 30, 2010
 
   
Titan
         
Non-
             
   
Intl., Inc.
   
Guarantor
   
Guarantor
             
   
(Parent)
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Net sales
  $ 0     $ 648,922     $ 0     $ 0     $ 648,922  
Cost of sales
    1,996       558,990       0       0       560,986  
Gross profit (loss)
    (1,996 )     89,932       0       0       87,936  
Selling, general and administrative expenses
    14,624       21,334       50       0       36,008  
Research and development expenses
    0       5,039       0       0       5,039  
Royalty expense
    0       6,809       0       0       6,809  
Income (loss) from operations
    (16,620 )     56,750       (50 )     0       40,080  
Interest expense
    (19,713 )     0       0       0       (19,713 )
Loss on note repurchase
    (3,195 )     0       0       0       (3,195 )
Other income
    203       104       0       0       307  
Income (loss) before income taxes
    (39,325 )     56,854       (50 )     0       17,479  
Income tax provision (benefit)
    (15,337 )     22,173       (19 )     0       6,817  
Equity in earnings of subsidiaries
    34,650       0       0       (34,650 )     0  
Net income (loss)
  $ 10,662     $ 34,681     $ (31 )   $ (34,650 )   $ 10,662  


   
Consolidating Condensed Statements of Operations
 
(Amounts in thousands)
     
   
For the Nine Months Ended September 30, 2009
 
   
Titan
         
Non-
             
   
Intl., Inc.
   
Guarantor
   
Guarantor
             
   
(Parent)
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Net sales
  $ 0     $ 581,083     $ 0     $ 0     $ 581,083  
Cost of sales
    707       523,597       0       0       524,304  
Gross profit (loss)
    (707 )     57,486       0       0       56,779  
Selling, general and administrative expenses
    12,437       21,907       65       0       34,409  
Research and development expenses
    38       4,978       0       0       5,016  
Royalty expense
    0       6,123       0       0       6,123  
Income (loss) from operations
    (13,182 )     24,478       (65 )     0       11,231  
Interest expense
    (11,819 )     0       0       0       (11,819 )
Gain on note repurchase
    1,398       0       0       0       1,398  
Other income
    1,072       230       0       0       1,302  
Income (loss) before income taxes
    (22,531 )     24,708       (65 )     0       2,112  
Income tax provision (benefit)
    (2,922 )     3,204       (8 )     0       274  
Equity in earnings of subsidiaries
    21,447       0       0       (21,447 )     0  
Net income (loss)
  $ 1,838     $ 21,504     $ (57 )   $ (21,447 )   $ 1,838  


 
15

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)


   
Consolidating Condensed Balance Sheets
 
(Amounts in thousands)
                             
   
September 30, 2010
 
   
Titan
         
Non-
             
   
Intl., Inc.
   
Guarantor
   
Guarantor
             
   
(Parent)
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Assets
                             
Cash and cash equivalents
  $ 159,158     $ 24     $ 133     $ 0     $ 159,315  
Accounts receivable
    0       114,140       0       0       114,140  
Inventories
    0       135,976       0       0       135,976  
Prepaid and other current assets
    7,004       16,887       0       0       23,891  
  Total current assets
    166,162       267,027       133       0       433,322  
Property, plant and equipment, net
    3,483       245,206       0       0       248,689  
Investment in subsidiaries
    36,234       0       0       (36,234 )     0  
Other assets
    19,427       6,870       19,386       0       45,683  
Total assets
  $ 225,306     $ 519,103     $ 19,519     $ (36,234 )   $ 727,694  
                                         
Liabilities and Stockholders’ Equity
                                       
Accounts payable
  $ 1,554     $ 45,581     $ 0     $ 0     $ 47,135  
Other current liabilities
    487       43,399       0       0       43,886  
  Total current liabilities
    2,041       88,980       0       0       91,021  
Long-term debt
    312,448       0       0       0       312,448  
Other long-term liabilities
    6,785       31,646       0       0       38,431  
Intercompany accounts
    (381,762 )     393,776       (12,014 )     0       0  
Stockholders’ equity
    285,794       4,701       31,533       (36,234 )     285,794  
Total liabilities and stockholders’ equity
  $ 225,306     $ 519,103     $ 19,519     $ (36,234 )   $ 727,694  


   
Consolidating Condensed Balance Sheets
 
(Amounts in thousands)
                             
   
December 31, 2009
 
   
Titan
         
Non-
             
   
Intl., Inc.
   
Guarantor
   
Guarantor
             
   
(Parent)
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Assets
                             
Cash and cash equivalents
  $ 229,004     $ 11     $ 167     $ 0     $ 229,182  
Accounts receivable
    (201 )     67,714       0       0       67,513  
Inventories
    0       110,136       0       0       110,136  
Prepaid and other current assets
    19,857       18,528       0       0       38,385  
Total current assets
    248,660       196,389       167       0       445,216  
Property, plant and equipment, net
    7,602       246,859       0       0       254,461  
Investment in subsidiaries
    10,748       0       0       (10,748 )     0  
Other assets
    23,870       6,460       6,456       0       36,786  
  Total assets
  $ 290,880     $ 449,708     $ 6,623     $ (10,748 )   $ 736,463  
                                         
Liabilities and Stockholders’ Equity
                                       
Accounts payable
  $ 1,086     $ 23,160     $ 0     $ 0     $ 24,246  
Other current liabilities
    8,288       37,538       0       0       45,826  
Total current liabilities
    9,374       60,698       0       0       70,072  
Long-term debt
    366,300       0       0       0       366,300  
Other long-term liabilities
    5,574       32,564       0       0       38,138  
Intercompany accounts
    (352,321 )     377,281       (24,960 )     0       0  
Stockholders’ equity
    261,953       (20,835 )     31,583       (10,748 )     261,953  
  Total liabilities and stockholders’ equity
  $ 290,880     $ 449,708     $ 6,623     $ (10,748 )   $ 736,463  
 

 
16

 
TITAN INTERNATIONAL, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)


   
Consolidating Condensed Statements of Cash Flows
 
(Amounts in thousands)
                       
   
For the Nine Months Ended September 30, 2010
 
   
Titan
         
Non-
       
   
Intl., Inc.
   
Guarantor
   
Guarantor
       
   
(Parent)
   
Subsidiaries
   
Subsidiaries
   
Consolidated
 
Net cash provided by (used for) operating activities
  $ (10,887 )   $ 18,569     $ (34 )   $ 7,648  
                                 
Cash flows from investing activities:
                               
Capital expenditures
    (1,409 )     (18,647 )     0       (20,056 )
Other, net
    0       91       0       91  
Net cash used for investing activities
    (1,409 )     (18,556 )     0       (19,965 )
                                 
Cash flows from financing activities:
                               
  Repurchase of senior notes
    (56,674 )     0       0       (56,674 )
Proceeds from exercise of stock options
    240       0       0       240  
Payment of financing fees
    (586 )     0       0       (586 )
Other, net
    (530 )     0       0       (530 )
Net cash used for financing activities
    (57,550 )     0       0       (57,550 )
                                 
Net decrease in cash and cash equivalents
    (69,846 )     13       (34 )     (69,867 )
Cash and cash equivalents, beginning of period
    229,004       11       167       229,182  
Cash and cash equivalents, end of period
  $ 159,158     $ 24     $ 133     $ 159,315  


   
Consolidating Condensed Statements of Cash Flows
 
(Amounts in thousands)
                       
   
For the Nine Months Ended September 30, 2009
 
   
Titan
         
Non-
       
   
Intl., Inc.
   
Guarantor
   
Guarantor
       
   
(Parent)
   
Subsidiaries
   
Subsidiaries
   
Consolidated
 
Net cash provided by operating activities
  $ 18,609     $ 33,032     $ 7     $ 51,648  
                                 
Cash flows from investing activities:
                               
Capital expenditures
    (2,389 )     (34,093 )     0       (36,482 )
  Acquisition of shares of Titan Europe Plc
    0       0       (2,399 )     (2,399 )
Other, net
    0       1,030       0       1,030  
Net cash used for investing activities
    (2,389 )     (33,063 )     (2,399 )     (37,851 )
                                 
Cash flows from financing activities:
                               
  Repurchase of senior notes
    (4,726 )     0       0       (4,726 )
  Payment on debt
    (25,000 )     0       0       (25,000 )
Proceeds from exercise of stock options
    1,142       0       0       1,142  
Payment of financing fees
    (1,070 )     0       0       (1,070 )
Other, net
    (441 )     0       0       (441 )
Net cash used for financing activities
    (30,095 )     0       0       (30,095 )
                                 
Net decrease in cash and cash equivalents
    (13,875 )     (31 )     (2,392 )     (16,298 )
Cash and cash equivalents, beginning of period
    59,011       60       2,587       61,658  
Cash and cash equivalents, end of period
  $ 45,136     $ 29     $ 195     $ 45,360  
 

 
17

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Item 2.                      MANAGEMENT’S DISCUSSION AND ANALYSIS
Management’s discussion and analysis of financial condition and results of operations (MD&A) is designed to provide a reader of these financial statements with a narrative from the perspective of the management of Titan International, Inc. (Titan or the Company) on Titan’s financial condition, results of operations, liquidity and other factors which may affect the Company’s future results.  The MD&A in this quarterly report should be read in conjunction with the MD&A in Titan’s 2009 annual report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2010.

FORWARD-LOOKING STATEMENTS
 
This Form 10-Q contains forward-looking statements, including statements regarding, among other items:
 
·  
Anticipated trends in the Company’s business
 
·  
Future expenditures for capital projects
 
·  
The Company’s ability to continue to control costs and maintain quality
 
·  
Ability to meet financial covenants and conditions of loan agreements
 
·  
The Company’s business strategies, including its intention to introduce new products
 
·  
Expectations concerning the performance and success of the Company’s existing and new products
 
·  
The Company’s intention to consider and pursue acquisition and divestiture opportunities

Readers of this Form 10-Q should understand that these forward-looking statements are based on the Company’s expectations and are subject to a number of risks and uncertainties (including, but not limited to, the factors discussed in Item 1A. Risk Factors of the Company’s most recent annual report on Form 10-K), certain of which are beyond the Company’s control.

Actual results could differ materially from these forward-looking statements as a result of certain factors, including:
 
·  
The effect of the recession on the Company and its customers and suppliers
 
·  
Changes in the Company’s end-user markets as a result of world economic or regulatory influences
 
·  
Changes in the marketplace, including new products and pricing changes by the Company’s competitors
 
·  
Ability to maintain satisfactory labor relations, which may be affected by the closing of some facilities
 
·  
Unfavorable outcomes of legal proceedings
 
·  
Availability and price of raw materials
 
·  
Levels of operating efficiencies
 
·  
Unfavorable product liability and warranty claims
 
·  
Actions of domestic and foreign governments
 
·  
Results of investments
 
·  
Fluctuations in currency translations
 
·  
Ability to secure financing at reasonable terms
 
·  
Laws and regulations related to climate change
 
·  
Risks associated with environmental laws and regulations

Any changes in such factors could lead to significantly different results.  The Company cannot provide any assurance that the assumptions referred to in the forward-looking statements or otherwise are accurate or will prove to transpire.  Any assumptions that are inaccurate or do not prove to be correct could have a material adverse effect on the Company’s ability to achieve the results as indicated in forward-looking statements.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this document will in fact transpire.

 
18

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

OVERVIEW
Titan International, Inc. and its subsidiaries are leading manufacturers of wheels, tires and assemblies for off-highway vehicles used in the agricultural, earthmoving/construction and consumer markets.  Titan manufactures both wheels and tires for the majority of these market applications, allowing the Company to provide the value-added service of delivering complete wheel and tire assemblies.  The Company offers a broad range of products that are manufactured in relatively short production runs to meet the specifications of original equipment manufacturers (OEMs) and/or the requirements of aftermarket customers.

Agricultural Market:  Titan’s agricultural rims, wheels and tires are manufactured for use on various agricultural and forestry equipment, including tractors, combines, skidders, plows, planters and irrigation equipment, and are sold directly to OEMs and to the aftermarket through independent distributors, equipment dealers and Titan’s own distribution centers.

Earthmoving/Construction Market:  The Company manufactures rims, wheels and tires for various types of off-the-road (OTR) earthmoving, mining, military and construction equipment, including skid steers, aerial lifts, cranes, graders and levelers, scrapers, self-propelled shovel loaders, articulated dump trucks, load transporters, haul trucks and backhoe loaders.  The earthmoving/construction market is often referred to as OTR, an acronym for off-the-road.

Consumer Market:  Titan builds select products for all-terrain vehicles (ATV), turf, golf and trailer applications.  The Company provides wheels/tires and assembles brakes, actuators and components for the domestic boat, recreational and utility trailer markets.

The Company’s major OEM customers include large manufacturers of off-highway equipment such as AGCO Corporation, CNH Global N.V., Deere & Company and Kubota Corporation, in addition to many other off-highway equipment manufacturers.  The Company distributes products to OEMs, independent and OEM-affiliated dealers, and through a network of distribution facilities.

The table provides highlights for the quarter ended September 30, 2010, compared to 2009 (amounts in thousands):
   
Three months ended September 30,
       
   
2010
   
2009
   
% Increase
 
Net sales
  $ 222,818     $ 141,496       57 %
Gross profit (loss)
    27,946       (3,030 )     n/a  
Income (loss) from operations
    12,522       (15,766 )     n/a  
Net income (loss)
    4,015       (11,113 )     n/a  

Quarter:  The Company recorded sales of $222.8 million for the third quarter of 2010, which were 57% higher than the third quarter 2009 sales of $141.5 million.  The higher quarterly sales were primarily the result of substantial increase in demand in the Company’s agricultural segment, up approximately 62%; and earthmoving/construction segment, up approximately 56%.  Third quarter sales in 2009 were affected by reduced demand for the Company’s products, as many of the Company’s major customers implemented extended shutdowns during the period as a consequence of the recession.  Titan in turn implemented extended shutdowns at its production facilities in response to lower demand during the quarter.  Extended shutdowns were not required during the third quarter of 2010 as Titan’s customers were aided by the stabilization of the overall economy.

The Company’s income from operations was $12.5 million for the third quarter of 2010, compared to loss from operations of $(15.8) million in 2009.  The increased income from operations was primarily related to the significant increase in sales levels.  Net income was $4.0 million for the quarter, compared to net loss of $(11.1) million in 2009.  Basic earnings per share were $.12 in 2010, compared to loss per share of $(.32) in 2009.

 
19

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

The table provides highlights for the nine months ended September 30, 2010, compared to 2009 (amounts in thousands):

   
Nine months ended September 30,
       
   
2010
   
2009
   
% Increase
 
Net sales
  $ 648,922     $ 581,083       12 %
Gross profit
    87,936       56,779       55 %
Income from operations
    40,080       11,231       257 %
Net income
    10,662       1,838       480 %

Year-to-date:  The Company recorded sales of $648.9 million for the nine months ended September 30, 2010, as compared to $581.1 million in 2009.  The lower sales in the Company’s first quarter have been offset by higher sales in the second and third quarter.

Titan’s income from operations was $40.1 million for the nine months ended September 30, 2010, as compared to $11.2 million in 2009.  Net income was $10.7 million for the nine months ended September 30, 2010, as compared to $1.8 million in 2009.  Basic earnings per share were $.31 for the nine months ended September 30, 2010, compared to $.05 in 2009.  The year-to-date operating gains were primarily the result of the significant increase in third quarter 2010 results as compared to the extended shutdown influenced third quarter 2009 results.
 
COLLECTIVE BARGAINING AGREEMENT NOTICES
The collective bargaining agreements covering employees at Titan Tire Corporation of Bryan and Titan Tire Corporation of Freeport have notice requirements for plant closure and termination of these agreements.  The expiration date of these agreements is November 19, 2010.  The Company has met the notification requirement of six months prior to the expiration date of these agreements for plant closure.  In addition, the collective bargaining agreement covering employees at Titan Tire Corporation in Des Moines, Iowa, also expires November 19, 2010.

LOSS ON SENIOR UNSECURED NOTE REPURCHASE
In May 2010, the Company commenced a tender offer to purchase its outstanding senior unsecured 8% notes due January 2012.  As of the expiration of the tender offer in June 2010, there were $47.4 million of the notes tendered and accepted for payment which represented 24.4% of the principal amount of notes outstanding.  In July 2010, the Company repurchased an additional $6.5 million of senior unsecured notes outstanding.  In connection with the tender offer and additional note repurchase, Titan recorded expenses of $3.2 million in the nine months ended September 30, 2010.  These expenses were related to: (i) early tender premium of $2.6 million, (ii) unamortized deferred financing fees of $0.4 million and (iii) other fees of $0.2 million.

SUBSEQUENT EVENTS
October 2010 – Senior Secured 7.875% Notes due 2017
In October 2010, the Company closed on an offering of $200 million senior secured 7.875% notes due 2017.  Titan used a portion of the net proceeds from the offering to finance the repurchase of $138.9 million of its 8% senior unsecured notes due January 2012 and to pay all consent payments, accrued interest and costs and expenses associated therewith.  The Company intends to use the remaining net proceeds from this offering of approximately $44 million for general corporate purposes, which may include potential future acquisitions.

October 2010 – Senior Unsecured 8% Note due January 2012 Repurchase
In October 2010, the Company closed on a tender transaction to purchase $138.9 million, or 99.2%, of its outstanding senior unsecured 8% notes due January 2012.  In connection with this transaction, Titan will record expenses of approximately $12 million in the fourth quarter of 2010.  These expenses relate primarily to a tender and consent premium of $75 per $1,000 principal amount of the notes.  After this transaction, Titan’s senior unsecured 8% note due January 2012 outstanding balance was $1.1 million as of October 1, 2010, compared to a balance of $139.9 million at September 30, 2010.

 
20

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

 
CRITICAL ACCOUNTING ESTIMATES
Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate technical accounting rules and guidance, as well as the use of estimates.  The Company’s application of these policies involves assumptions that require difficult subjective judgments regarding many factors, which, in and of themselves, could materially impact the financial statements and disclosures.  A future change in the estimates, assumptions or judgments applied in determining the following matters, among others, could have a material impact on future financial statements and disclosures.

Asset and Business Acquisitions
The allocation of purchase price for asset and business acquisitions requires management estimates and judgment as to expectations for future cash flows of the acquired assets and business and the allocation of those cash flows to identifiable intangible assets in determining the estimated fair value for purchase price allocations.  If the actual results differ from the estimates and judgments used in determining the purchase price allocations, impairment losses could occur.  To aid in establishing the value of any intangible assets at the time of acquisition, the Company typically engages a professional appraisal firm.

Inventories
Inventories are valued at lower of cost or market.  Cost is determined using the first-in, first-out (FIFO) method for approximately 69% of inventories and the last-in, first-out (LIFO) method for approximately 31% of inventories.  The major rubber material inventory and related work-in-process and their finished goods are accounted for under the FIFO method.  The major steel material inventory and related work-in-process and their finished goods are accounted for under the LIFO method.  Market value is estimated based on current selling prices.  Estimated provisions are established for slow-moving and obsolete inventory, as well as inventory carried above market price based on historical experience.  Should there be an adverse change in experience, increases to estimated provisions would be necessary.

Income Taxes
Deferred income tax provisions are determined using the liability method whereby deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and income tax basis of assets and liabilities.  The Company assesses the realizability of its deferred tax asset positions and recognizes and measures uncertain tax positions in accordance with ASC 740 Income Taxes.

As a result of the 2009 net loss, the Company has a net operating loss carryforward for income tax purposes.  If Titan would continue to incur net losses, the Company may not be able to realize the tax benefit of these net operating losses.

Retirement Benefit Obligations
Pension benefit obligations are based on various assumptions used by third-party actuaries in calculating these amounts.  These assumptions include discount rates, expected return on plan assets, mortality rates and other factors.  Revisions in assumptions and actual results that differ from the assumptions affect future expenses, cash funding requirements and obligations.  The Company has three frozen defined benefit pension plans and one defined benefit plan that previously purchased a final annuity settlement.  During the first nine months of 2010, the Company contributed cash funds of $1.3 million to its frozen pension plans.  Titan expects to contribute approximately $0.4 million to these frozen defined benefit pension plans during the remainder of 2010.  For more information concerning these costs and obligations, see the discussion of the “Pensions” and Note 20 to the Company’s financial statements on Form 10-K for the fiscal year ended December 31, 2009.

 
21

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

RESULTS OF OPERATIONS
Highlights for the three and nine months ended September 30, 2010, compared to 2009 (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Net sales
  $ 222,818     $ 141,496     $ 648,922     $ 581,083  
Cost of sales
    194,872       144,526       560,986       524,304  
Gross profit (loss)
    27,946       (3,030 )     87,936       56,779  
Gross profit margin
    12.5 %     (2.1 )%     13.6 %     9.8 %

Net Sales
Quarter:  Net sales for the quarter ended September 30, 2010, were $222.8 million, compared to $141.5 million in 2009.  The higher quarterly sales were primarily the result of substantial increase in demand in the Company’s agricultural segment, up approximately 62%; and earthmoving/construction segment, up approximately 56%.  Third quarter sales in 2009 were affected by reduced demand for the Company’s products, as many of the Company’s major customers implemented extended shutdowns during the period as a consequence of the recession.  Titan in turn implemented extended shutdowns at its production facilities to manage lower demand during the quarter.  Extended shutdowns were not required during the third quarter of 2010 as Titan’s customers were aided by the stabilization of the overall economy.

Year-to-date:  Net sales for the nine months ended September 30, 2010, were $648.9 million, compared to 2009 net sales of $581.1 million.  The lower sales in the Company’s first quarter have been offset by increased sales in the second and third quarter.

Cost of Sales and Gross Profit (Loss)
Quarter:  Cost of sales was $194.9 million and $144.5 million for the quarters ended September 30, 2010 and 2009, respectively.  The higher cost of sales resulted from the significant increase in the quarterly sales levels.

Gross profit for the third quarter of 2010 was $27.9 million, or 12.5% of net sales, compared to gross loss of $(3.0) million, or (2.1)% of net sales, for the third quarter of 2009.  The significantly higher gross profit in the third quarter of 2010 when compared to 2009 was primarily the result of substantially higher plant utilization rates.

Year-to-date:  Cost of sales was $561.0 million for the nine months ended September 30, 2010, compared to $524.3 million in 2009.  The cost of sales increased as a result of higher sales levels.

Gross profit for the nine months ended September 30, 2010, was $87.9 million, or 13.6% of net sales, compared to $56.8 million, or 9.8% of net sales, in 2009.  The gross profit margin for 2010 is higher than 2009 primarily due to the negative margins in the third quarter of 2009 resulting from extended production facility shutdowns.

Selling, General and Administrative Expenses
Selling, general and administrative expenses were as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Selling, general and administrative
  $ 12,037     $ 10,114     $ 36,008     $ 34,409  
Percentage of net sales
    5.4 %     7.1 %     5.5 %     5.9 %

Quarter:  Selling, general and administrative (SG&A) expenses for the third quarter of 2010 were $12.0 million or 5.4% of net sales, compared to $10.1 million, or 7.1% of net sales, for 2009.  The higher SG&A expenses resulted primarily from an increase of approximately $0.5 million in selling expenses as a result of higher sales levels and approximately $1 million in legal and professional fees partially due to fees associated with potential acquisitions.


 
22

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Year-to-date:  Expenses for SG&A for the nine months ended September 30, 2010, were $36.0 million, or 5.5% of net sales, compared to $34.4 million, or 5.9% of net sales, in 2009.  The higher SG&A expenses resulted primarily from an increase of approximately $0.5 million in selling expenses as a result of higher sales levels and approximately $1 million in legal and professional fees partially due to fees associated with potential acquisitions.

Research and Development Expenses
Research and development expenses were as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Research and development expenses
  $ 1,112     $ 1,158     $ 5,039     $ 5,016  
Percentage of net sales
    0.5 %     0.8 %     0.8 %     0.9 %

Quarter:  Research and development (R&D) expenses for the third quarter of 2010 were $1.1 million, or 0.5% of net sales, compared to $1.2 million, or 0.8% of net sales, for the third quarter of 2009.

Year-to-date:  Expenses for R&D were $5.0 million, or 0.8% of net sales, and $5.0 million, or 0.9% of net sales, for the nine months ended September 30, 2010, and 2009, respectively.

Royalty Expense
Royalty expense was as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Royalty expense
  $ 2,275     $ 1,464     $ 6,809     $ 6,123  

The Company has a trademark license agreement with The Goodyear Tire & Rubber Company to manufacture and sell certain off-highway tires in North America under the Goodyear name.

Quarter:  Royalty expenses recorded were $2.3 million and $1.5 million for the quarters ended September 30, 2010 and 2009, respectively.  Royalty expenses increased approximately 55%, which is consistent with the net sales increase.

Year-to-date: Year-to-date royalty expenses recorded were $6.8 million and $6.1 million for the nine months ended September 30, 2010 and 2009, respectively.  As year to date sales subject to the license agreement have not changed significantly, the Company’s royalty expense for the first nine months of 2010 has remained relatively consistent with that of the previous year.

Income (Loss) from Operations
Income (loss) from operations was as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Income (loss) from operations
  $ 12,522     $ (15,766 )   $ 40,080     $ 11,231  
Percentage of net sales
    5.6 %     (11.1 )%     6.2 %     1.9 %

Quarter: Income from operations for the third quarter of 2010 was $12.5 million, or 5.6% of net sales, compared to loss from operations of $(15.8) million, or (11.1)% of net sales, in 2009.  This increase was the net result of the items previously discussed above.

Year-to-date:  Income from operations for the nine months ended September 30, 2010, was $40.1 million, or 6.2% of net sales, compared to $11.2 million, or 1.9% of net sales, in 2009.  This increase was the net result of the items previously discussed above.

 
23

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Interest Expense
Interest expense was as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Interest expense
  $ 5,867     $ 3,997     $ 19,713     $ 11,819  

Quarter: Interest expense was $5.9 million and $4.0 million for the quarter ended September 30, 2010 and 2009, respectively.  The Company’s interest expense for the third quarter of 2010 increased from the previous year primarily as a result of interest expense related to the convertible senior subordinated 5.625% notes that were issued in December 2009.

Year-to-date: Year-to-date interest expense was $19.7 million and $11.8 million for the nine months ended September 30, 2010 and 2009, respectively.  The Company’s interest expense for the first nine months of 2010 increased from the previous year primarily as a result of interest expense of approximately $8 million related to the convertible senior subordinated 5.625% notes that were issued in December 2009.

Gain (Loss) on Note Repurchase
Gain (loss) on note repurchase was as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Gain (loss) on note repurchase
  $ (473 )   $ 0     $ (3,195 )   $ 1,398  

 
Quarter:  In July 2010, the Company closed on a transaction to repurchase $6.5 million of its outstanding senior unsecured 8% notes due January 2012.  Titan recorded a loss on note repurchase of $(0.5) million in the third quarter of 2010.

 
Year-to-date:  In May 2010, the Company commenced a tender offer to repurchase its outstanding senior unsecured 8% notes due January 2012.   For the nine months ended September 2010, in connection with the $47.4 million tender offer and the repurchase of $6.5 million of these notes in July 2010, Titan recorded a loss on note repurchases of $(3.2) million.  For the nine months ended September 30, 2009, the Company recorded a gain on a note repurchase of $1.4 million resulting from the Company’s repurchase of $6.2 million of principal value of senior unsecured notes for approximately $4.8 million in the first quarter of 2009.

Other Income
Other income was as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Other income
  $ 401     $ 644     $ 307     $ 1,302  

Quarter:  Other income was $0.4 million for the quarter ended September 30, 2010, as compared to $0.6 million for the quarter ended September 30, 2009.

Year-to-date:  Other income was $0.3 million for nine months ended September 30, 2010, as compared to $1.3 million in 2009.  The Company recorded a $0.3 million investment gain on contractual obligations in the nine months ended September 30, 2010, as compared to a $1.0 million gain in 2009.

 
24

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Income Taxes
Income taxes were as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Income tax provision (benefit)
  $ 2,568     $ (8,006 )   $ 6,817     $ 274  

Quarter:  The Company recorded income tax provision of $2.6 million for the three months ended September 30, 2010, as compared to income tax benefit of $(8.0) million in 2009.  The Company’s effective income tax rate was 39% and 42% for the quarters ended September 30, 2010 and 2009, respectively.

Year-to-date:  Income tax provision for the nine months ended September 30, 2010 and 2009, was $6.8 million and $0.3 million, respectively.  The Company’s effective income tax rate was 39% and 13% for the nine months ended September 30, 2010 and 2009, respectively.  The 2009 effective income tax rate was impacted by a reduction to the Company’s income tax provision of $0.5 million that related to one of the Company’s foreign subsidiaries.

Net Income (Loss)
Net income (loss) was as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Net income (loss)
  $ 4,015     $ (11,113 )   $ 10,662     $ 1,838  

Quarter:  Net income for the quarter ended September 30, 2010, was $4.0 million, compared to net loss of $(11.1) million in 2009.  For the quarter ended September 30, 2010 and 2009, basic earnings per share were $.12 and $(.32), respectively, and diluted earnings per share were $.11 and $(.32), respectively.  The Company’s net income and earnings per share were higher due to the items previously discussed.

Year-to-date:  Net income for the nine months ended September 30, 2010 and 2009, was $10.7 million and $1.8 million, respectively.  For the nine months ended September 30, 2010 and 2009, basic earnings per share were $.31 and $.05, respectively, and diluted earnings per share were $.30 and $.05, respectively.  The Company’s net income and earnings per share were higher due to the items previously discussed.

Agricultural Segment Results
Agricultural segment results were as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Net sales
  $ 170,675     $ 105,426     $ 497,503     $ 453,098  
Gross profit (loss)
    25,283       (522 )     78,201       48,400  
Income (loss) from operations
    21,440       (3,775 )     66,222       35,530  

Quarter:  Net sales in the agricultural market were $170.7 million for the quarter ended September 30, 2010, as compared to $105.4 million in 2009.  Sales of agricultural product increased approximately 62% when compared to the same quarter last year as many of the Company’s OEM customers increased production and continued to build on depleted inventory levels.  Many of the Company’s customers implemented extended shutdowns during the third quarter of 2009.  Extended shutdowns were not required during the third quarter of 2010 as Titan’s customers were aided by the stabilization of the overall economy.

Gross profit in the agricultural market was $25.3 million for the quarter ended September 30, 2010, as compared to gross loss of $(0.5) million in 2009.  Income from operations in the agricultural market was $21.4 million for the quarter ended September 30, 2010, as compared to loss from operations of $(3.8) million in 2009.  The significantly higher gross profit in the third quarter of 2010 when compared to 2009 was primarily the result of substantially higher plant utilization rates.

 
25

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Year-to-date:  Net sales in the agricultural market were $497.5 million for the nine months ended September 30, 2010, as compared to $453.1 million in 2009.  Agricultural segment sales for the first quarter of 2010 sales were lower by $36.2 million when compared to the first quarter of 2009.  Second quarter sales showed a small improvement when compared to 2009.  In the third quarter 2010, agricultural sales had a $65.2 million increase which more than offset the early year reduction.

Gross profit in the agricultural market was $78.2 million for the nine months ended September 30, 2010, as compared to $48.4 million in 2009.  Income from operations in the agricultural market was $66.2 million for the nine months ended September 30, 2010, as compared to $35.5 million in 2009.  The gross profit margin for 2010 is higher than 2009 primarily due to the negative margins in the third quarter of 2009 resulting from extended production facility shutdowns.

Earthmoving/Construction Segment Results
Earthmoving/Construction segment results were as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Net sales
  $ 47,848     $ 30,732     $ 139,161     $ 113,085  
Gross profit (loss)
    2,495       (1,815 )     10,294       8,727  
Income (loss) from operations
    1,077       (2,951 )     4,080       3,711  

Quarter:  The Company’s earthmoving/construction market net sales were $47.8 million for the quarter ended September 30, 2010, as compared to $30.7 million in 2009.  The sales in the earthmoving/construction segment have improved, yet remain at low levels, down over 30 percent when compared to the third quarter of 2008 or 2007.  A primary reason for the low sales levels in this segment was the continued weakness in the construction areas related to the commercial, residential and infrastructure industries.

Gross profit in the earthmoving/construction market was $2.5 million for the quarter ended September 30, 2010, as compared to gross loss of $(1.8) million in 2009.  Income from operations in the earthmoving/construction market was $1.1 million for the quarter ended September 30, 2010, as compared to loss from operations of $(3.0) million in 2009.  The higher gross profit in the third quarter of 2010 when compared to 2009 was primarily the result of substantially higher plant utilization rates.

Year-to-date:  The Company’s earthmoving/construction market net sales were $139.2 million for the nine months ended September 30, 2010, as compared to $113.1 million in 2009.  The sales in the earthmoving/construction segment have improved, yet remain at low levels, down over 35 percent when compared to the first nine months of 2008 or 2007.  A primary reason for the low sales levels in this segment was the continued weakness in the construction areas related to the commercial, residential and infrastructure industries.

Gross profit in the earthmoving/construction market was $10.3 million for the nine months ended September 30, 2010, as compared to $8.7 million in 2009.  Income from operations in the earthmoving/construction market was $4.1 million for the nine months ended September 30, 2010, as compared to $3.7 million in 2009.  Gross profit and income from operations in the earthmoving/construction segment for the first nine months of 2010 was negatively impacted primarily by additional depreciation on the giant OTR assets of approximately $2.5 million.  However, the higher gross profit for the nine months ended September 30, 2010 when compared to 2009 was primarily the result of higher plant utilization rates in the third quarter.

 
26

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Consumer Segment Results
Consumer segment results were as follows (amounts in thousands):
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Net sales
  $ 4,295     $ 5,338     $ 12,258     $ 14,900  
Gross profit (loss)
    827       (142 )     2,302       1,254  
Income (loss) from operations
    734       (282 )     2,030       842  

Quarter:  Consumer market net sales were $4.3 million for the quarter ended September 30, 2010, as compared to $5.3 million in 2009.  The continued reduction in consumer market sales is primarily attributed to the sustained contraction in consumer discretionary spending.

Gross profit from the consumer market was $0.8 million for the quarter ended September 30, 2010, as compared to gross loss of $(0.1) million in 2009.  Consumer market income from operations was $0.7 million for the quarter ended September 30, 2010, as compared to loss from operations of $(0.3) million for 2009.  The gross profit and income from operations in 2009 were negatively affected by the extended production facility shutdowns.

Year-to-date:  Consumer market net sales were $12.3 million for the nine months ended September 30, 2010, as compared to $14.9 million in 2009.  The continued reduction in consumer market sales is primarily attributed to the sustained contraction in consumer discretionary spending.

Gross profit from the consumer market was $2.3 million for the nine months ended September 30, 2010, as compared to $1.3 million in 2009.  Consumer market income from operations was $2.0 million for the nine months ended September 30, 2010, as compared to $0.8 million for 2009.  The gross profit and income from operations in 2009 were negatively affected by the third quarter extended production facility shutdowns.

Segment Summary (Amounts in thousands)

Quarter
Three months ended
September 30, 2010
 
Agricultural
   
Earthmoving/
Construction
   
Consumer
   
Corporate
Expenses
   
Consolidated
Totals
 
Net sales
  $ 170,675     $ 47,848     $ 4,295     $ 0     $ 222,818  
Gross profit (loss)
    25,283       2,495       827       (659 )     27,496  
Income (loss) from operations
    21,440       1,077       734       (10,729 )     12,522  
                                         
Three months ended
September 30, 2009
                                       
Net sales
  $ 105,426     $ 30,732     $ 5,338     $ 0     $ 141,496  
Gross loss
    (522 )     (1,815 )     (142 )     (551 )     (3,030 )
Loss from operations
    (3,775 )     (2,951 )     (282 )     (8,758 )     (15,766 )

Year-to-Date
Nine months ended
September 30, 2010
 
Agricultural
   
Earthmoving/
Construction
   
Consumer
   
Corporate
Expenses
   
Consolidated
Totals
 
Net sales
  $ 497,503     $ 139,161     $ 12,258     $ 0     $ 648,922  
Gross profit (loss)
    78,201       10,294       2,302       (2,861 )     87,936  
Income (loss) from operations
    66,222       4,080       2,030       (32,252 )     40,080  
                                         
Nine months ended
September 30, 2009
                                       
Net sales
  $ 453,098     $ 113,085     $ 14,900     $ 0     $ 581,083  
Gross profit (loss)
    48,400       8,727       1,254       (1,602 )     56,779  
Income (loss) from operations
    35,530       3,711       842       (28,852 )     11,231  
 
 
 
27

TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
 
 
Corporate Expenses

Quarter
Income from operations on a segment basis does not include corporate expenses or depreciation and amortization expense related to property, plant and equipment carried at the corporate level totaling $10.7 million for the three months ended September 30, 2010, as compared to $8.8 million for 2009.

Corporate expenses for the three months ended September 30, 2010, were composed of selling and marketing expenses of approximately $5 million and administrative expenses of approximately $6 million.

Corporate expenses for the three months ended September 30, 2009, were composed of selling and marketing expenses of approximately $4 million and administrative expenses of approximately $5 million.

Corporate selling and marketing expenses were approximately $1 million higher in the third quarter as the result of the higher sales levels.  Corporate administrative expenses were approximately $1 million higher in third quarter of 2010 as the result of higher legal and professional fees partially due to fees associated with potential acquisitions.

Year-to-Date
Income from operations on a segment basis does not include corporate expenses or depreciation and amortization expense related to property, plant and equipment carried at the corporate level totaling $32.3 million for the nine months ended September 30, 2010, as compared to $28.9 million for 2009.

Corporate expenses for the nine months ended September 30, 2010, were composed of selling and marketing expenses of approximately $14 million and administrative expenses of approximately $18 million.

Corporate expenses for the nine months ended September 30, 2009, were composed of selling and marketing expenses of approximately $13 million and administrative expenses of approximately $16 million.

Corporate selling and marketing expenses were approximately $1 million higher for the nine months ended September 30, 2010, as the result of the higher sales levels.  Corporate administrative expenses were approximately $2 million higher for the nine months ended September 30, 2010.  This increase was primarily the result of approximately $1 million additional legal and professional fees and approximately $1 million additional group insurance expense.

MARKET RISK SENSITIVE INSTRUMENTS
The Company’s risks related to foreign currencies, commodity prices and interest rates are consistent with those for 2009.  For more information, see the “Market Risk Sensitive Instruments” discussion in the Company’s Form 10-K for the fiscal year ended December 31, 2009.

PENSIONS
The Company has three frozen defined benefit pension plans and one defined benefit plan that previously purchased a final annuity settlement.  These plans are described in Note 20 of the Company’s Notes to Consolidated Financial Statements in the 2009 Annual Report on Form 10-K.

The Company’s recorded liability for pensions is based on a number of assumptions, including discount rates, rates of return on investments, mortality rates and other factors.  Certain of these assumptions are determined by the Company with the assistance of outside actuaries.  Assumptions are based on past experience and anticipated future trends.  These assumptions are reviewed on a regular basis and revised when appropriate.  Revisions in assumptions and actual results that differ from the assumptions affect future expenses, cash funding requirements and the carrying value of the related obligations.  Titan expects to contribute approximately $0.4 million to these frozen defined pension plans during the remainder of 2010.

 
28

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows
As of September 30, 2010, the Company had $159.3 million of cash balances within various bank accounts.  This cash balance decreased by $69.9 million from December 31, 2009, due to the following cash flow items.

(amounts in thousands)
     
   
September 30,
   
December 31,
 
   
2010
   
2009
 
Cash
  $ 159,315     $ 229,182  

Operating cash flows
Summary of cash flows from operating activities (amounts in thousands):
   
Nine months ended September 30,
       
   
2010
   
2009
   
Change
 
Net income
  $ 10,662     $ 1,838     $ 8,824  
Depreciation and amortization
    27,617       24,759       2,858  
Deferred income tax provision
    8,043       550       7,493  
Accounts receivable
    (46,627 )     46,326       (92,953 )
Inventories
    (25,840 )     22,473       (48,313 )
Accounts payable
    22,889       (40,483 )     63,372  
Other operating activities
    10,904       (3,815 )     14,719  
Cash provided by operating activities
  $ 7,648     $ 51,648     $ (44,000 )

In the first nine months of 2010, operating activities provided cash of $7.6 million which included net income of $10.7 million and an increase in accounts payable of $22.9 million.  Net income included $27.6 million of noncash charges for depreciation and amortization.  Positive cash inflows were offset by increases in accounts receivable and inventory of $46.6 million and $25.8 million, respectively.  Deferred tax assets were reduced by $8.0 million as the Company used current income to reduce the deferred tax asset for previously recorded net operating losses.

In the first nine months of 2009, operating activities provided cash of $51.6 million.  Net income included in operating activities was $1.8 million.  Operating cash flows were primarily provided by a lower accounts receivable balance of $46.3 million and a lower inventory balance of $22.5 million.  Included in net income were noncash charges of $24.8 million for depreciation and amortization.  Positive cash flows were offset by a decrease in the accounts payable balance of $40.5 million.  Accounts receivable and accounts payable were lower as a result of lower sales during the third quarter of 2009.  Inventories were lower as the Company made a concerted effort to bring inventory levels in line with the reduced 2009 sales levels.

Operating cash flows decreased $44.0 million when comparing the nine months ended September 30, 2010, to the nine months ended September 30, 2009.  Net income in the first nine months of 2010 was $8.8 million higher than the net income in the first nine months of 2009.  When comparing the first nine months of 2010 to the first nine months of 2009, cash flows from accounts receivable decreased $93.0 million offset by an increase in accounts payable of  $63.4 million.  This is the result of significant increases in accounts receivable and accounts payable, as sales levels increased approximately 57% when comparing the third quarter of 2010 to the third quarter of 2009.  The inventory increase in 2010 was due to rebuilding inventory balances from the substantially reduced year-end 2009 inventory levels.

 
29

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Investing cash flows
Summary of cash flows from investing activities:
(amounts in thousands)
 
Nine months ended September 30,
       
   
2010
   
2009
   
Change
 
Capital expenditures
  $ (20,056 )   $ (36,482 )   $ 16,426  
Other investing activities
    91       (1,369 )     1,460  
Cash used for investing activities
  $ (19,965 )   $ (37,851 )   $ 17,886  
 
Net cash used for investing activities was $20.0 million in the first nine months of 2010, as compared to $37.9 million in the first nine months of 2009.  The Company invested a total of $20.1 million in capital expenditures in the first nine months of 2010, compared to $36.5 million in 2009.  Of the $20.1 million of capital expenditures in the first nine months of 2010, approximately $7 million related to the purchase of Denman Tire molds and equipment.  Of the $36.5 million of capital expenditures in the first nine months of 2009, approximately $22 million related to the Company’s giant OTR mining project, which was substantially completed at the end of 2009.  The remaining 2010 and the 2009 expenditures represent various equipment purchases and improvements to enhance production capabilities.

Financing cash flows
Summary of cash flows from financing activities:
(amounts in thousands)
 
Nine months ended September 30,
       
   
2010
   
2009
   
Change
 
Repurchase of senior notes
  $ (56,674 )   $ (4,726 )   $ (51,948 )
Payment on debt
    0       (25,000 )     25,000  
Proceeds from exercise of stock options
    240       1,142       (902 )
Excess tax benefit from option exercise
    0       86       (86 )
Payment of financing fees
    (586 )     (1,070 )     484  
Other financing activities
    (530 )     (527 )     (3 )
Cash used for financing activities
  $ (57,550 )   $ (30,095 )   $ (27,455 )
 
In the first nine months of 2010, cash of $57.6 million was used for financing activities.  This cash was primarily used to repurchase $56.7 million of senior notes.

In the first nine months of 2009, cash of $30.1 million was used for financing activities.  This cash was primarily used for payment on debt of $25.0 million and repurchase of senior notes of $4.7 million.

Financing cash flows decreased $27.5 million when comparing the first nine months of 2010 to the first nine months of 2009.  This cash flow reduction resulted primarily from repurchase of senior notes in 2010 offset by payment on debt in 2009.

Other Issues
The Company’s business is subject to seasonal variations in sales that affect inventory levels and accounts receivable balances.  Historically, Titan tends to experience higher sales in the first and second quarters.  However, in 2010, Titan experienced higher sales in the third quarter due to improved demand in the agricultural and earthmoving/construction segments.

 
30

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Debt Covenants
The Company’s revolving credit facility (credit facility) contains various covenants and restrictions.  The financial covenants in this agreement require that:
 
·  
Collateral coverage be equal to or greater than 1.2 times the outstanding revolver balance.
 
·  
If the 30-day average of the outstanding revolver balance exceeds $70 million, the fixed charge coverage ratio be equal to or greater than a 1.1 to 1.0 ratio.

Restrictions include:
 
·  
Limits on payments of dividends and repurchases of the Company’s stock.
 
·  
Restrictions on the ability of the Company to make additional borrowings, or to consolidate, merge or otherwise fundamentally change the ownership of the Company.
 
·  
Limitations on investments, dispositions of assets and guarantees of indebtedness.
 
·  
Other customary affirmative and negative covenants.
 
These covenants and restrictions could limit the Company’s ability to respond to market conditions, to provide for unanticipated capital investments, to raise additional debt or equity capital, to pay dividends or to take advantage of business opportunities, including future acquisitions.  The failure by Titan to meet these covenants could result in the Company ultimately being in default on these loan agreements.

The Company is in compliance with these covenants and restrictions as of September 30, 2010.  The collateral coverage ratio was not applicable as there were no outstanding borrowings under the revolving credit facility at September 30, 2010.  The fixed charge coverage ratio did not apply for the quarter ended September 30, 2010.  In connection with the convertible senior subordinated note offer, Titan previously agreed to add an additional mutually agreeable covenant to the Company’s revolving credit facility, which is now no longer required by mutual agreement of the parties.
 
Liquidity Outlook
At September 30, 2010, the Company had $159.3 million of cash and cash equivalents and no outstanding borrowings on the Company’s $100 million credit facility.

Capital expenditures for the remainder of 2010 are forecasted to be approximately $3 million to $4 million.  The Company currently has no cash payments due for interest for the remainder of 2010.

In October 2010, the Company closed on a tender transaction to purchase $138.9 million of its outstanding senior unsecured 8% notes due January 2012.  In October 2010, the Company also closed on an offering of $200 million senior secured 7.875% notes due 2017.  As a result of these transactions, after deductions for fees and interest due, the Company received approximately $44 million in cash on October 1, 2010.

In the future, Titan may seek to grow by making acquisitions which will depend on the ability to identify suitable acquisition candidates, to negotiate acceptable terms for their acquisition and to finance those acquisitions.  In September 2009, Titan signed a letter of intent with The Goodyear Tire & Rubber Company to purchase certain farm tire assets, including the Goodyear Dunlop Tires France (GDTF) Amiens North factory.  This agreement is non-binding and will be subject to GDTF’s satisfactory completion of a social plan related to consumer tire activity at the Amiens North facility, along with completion of due diligence, a definitive acquisition agreement and other standard acquisition approval requirements.  At this time, the due diligence process continues.  There is no assurance that definitive agreements will be executed or that the acquisition will be consummated.

Subject to the terms of indebtedness, the Company may finance future acquisitions with cash on hand, cash from operations, additional indebtedness and/or by issuing additional equity securities.
 
Cash on hand, anticipated internal cash flows from operations and utilization of remaining available borrowings are expected to provide sufficient liquidity for working capital needs, capital expenditures and potential acquisitions.  If the Company were to exhaust all currently available working capital sources or not meet the financial covenants and conditions of its loan agreements, the Company’s ability to secure additional funding would be negatively impacted.

 
31

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

MARKET CONDITIONS AND OUTLOOK
The on-going uncertainty in domestic and global economic conditions makes it difficult to forecast future sales levels.  In the third quarter of 2010, Titan experienced a significantly higher sales level when compared to the depressed sales levels in the third quarter of 2009.  During the second half of 2009, Titan implemented extended shutdowns in conjunction with many of the Company’s major customers, which resulted in a steep drop in sales.  The Company did not implement any extended shutdowns in the third quarter of 2010 and is not currently anticipating the need for extended shutdowns in this year’s fourth quarter.  The Company continues to see signs that the market for Titan’s products experienced the bottom of a cycle in late 2009 and early 2010.  Although the Company believes that sales may continue to move higher when compared to the same period in the previous year during the remainder of 2010, there can be no assurance that a decline in sales will not resume.  The Company is currently pursuing opportunities to increase sales of certain products related to the super giant tire project in a challenging mining environment.  If the Company is unsuccessful with these sales efforts, Titan may record reserves for this product inventory, adversely affecting Titan’s financial results.

Energy, raw material and petroleum-based product costs have been exceptionally volatile and may negatively impact the Company’s margins.  Many of Titan’s overhead expenses are fixed; therefore, lower seasonal trends may cause negative fluctuations in quarterly profit margins and affect the financial condition of the Company.

All of the Company’s labor agreements for its (i) Bryan, Ohio; (ii) Des Moines, Iowa; and (iii) Freeport, Illinois, facilities expire on November 19, 2010, for the employees covered by their respective bargaining agreements.  Titan’s business operations may be negatively affected if agreements are not reached or as a result of labor disputes, difficulties and delays in the process of renegotiating the Company’s collective bargaining agreements.

AGRICULTURAL MARKET OUTLOOK
Agricultural market sales were significantly higher in the third quarter of 2010 when compared to the third quarter of 2009.  Agricultural market sales were at reduced levels in the second half of 2009 as the result of extended shutdowns.  For the remainder of 2010, Titan expects agricultural market sales to continue to be higher when compared to 2009.  The gradual increase in the use of biofuels may help sustain future production.  Many variables, including weather, grain prices, export markets and future government policies and payments can greatly influence the overall health of the agricultural economy.
 
EARTHMOVING/CONSTRUCTION MARKET OUTLOOK
Earthmoving and mining sales are improving from the low levels of the second half of 2009.  Metals, oil and gas prices have increased from 2009’s lows.  Although they may fluctuate in the short-term, in the long-term, these prices are expected to remain at levels that are attractive for continued investment, which should help support future earthmoving and mining sales.  The significant decline in the United States housing market continues to cause a major reduction in demand for equipment used for construction.  The earthmoving/construction segment is affected by many variables, including commodity prices, road construction, infrastructure, government appropriations, housing starts and the on-going banking and credit issues.  For the remainder of 2010, the Company expects improvement compared to the previous year’s low sales levels in the earthmoving/construction market.

CONSUMER MARKET OUTLOOK
Consumer discretionary spending has experienced a major contraction as a result of on-going economic issues, housing market decline, and high unemployment rates.  Many of the Company’s consumer market sales are ultimately used in items which fall into the discretionary spending category.  There is no clear consensus among economists as to when there will be a sustained consumer spending rebound.  Many factors continue to affect the consumer market including weather, competitive pricing, energy prices and consumer attitude.  For the remainder of 2010, the Company expects continued weakness in consumer spending related to Titan’s consumer market.

 
32

 
TITAN INTERNATIONAL, INC.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

 
OTHER EVENTS
In September 2009, Titan signed a letter of intent with The Goodyear Tire & Rubber Company to purchase certain farm tire assets, including the Goodyear Dunlop Tires France (GDTF) Amiens North factory.  This agreement is non-binding and will be subject to GDTF’s satisfactory completion of a social plan related to a consumer tire activity at the Amiens North facility, along with completion of due diligence, a definitive acquisition agreement and other standard acquisition approval requirements.  At this time, the due diligence process continues.
 
NEW ACCOUNTING STANDARDS

Fair Value Measurements and Disclosures
In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements.”  This guidance requires new disclosures for transfers in and out of Level 1 and Level 2 fair value measurements.  This guidance requires separate presentation about purchases, sales, issuances, and settlements for activity in Level 3 fair value measurements.   ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.  The guidance for new disclosures and clarifications of existing disclosures was effective for reporting periods beginning after December 15, 2009.  The adoption of this part of the guidance had no material effect on the Company’s financial position, results of operations or cash flows.  The guidance related to presentation of Level 3 fair value measurements is effective for fiscal years beginning after December 15, 2010.  The adoption of this part of the guidance is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

Receivables
In July 2010, FASB issued ASU No. 2010-20, “Receivables (Topic 310) – Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.”  This guidance amends Topic 310 to improve the disclosures that an entity provides about the credit quality of its financing receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to disaggregate by portfolio segment or class certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses.  The disclosures as of the end of a reporting period are effective for reporting periods ending on or after December 15, 2010.  The disclosures about activity that occurs during a reporting period are effective for reporting periods beginning on or after December 15, 2010.  The adoption of this ASU is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

See the Company’s 2009 Annual Report filed on Form 10-K (Item 7A).  There has been no material change in this information.

Item 4.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures
The Company’s principal executive officer and principal financial officer have concluded the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective as of the end of the period covered by this Form 10-Q based on an evaluation of the effectiveness of disclosure controls and procedures.

Changes in Internal Controls
There were no material changes in internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the third quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluations of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 
33

 
TITAN INTERNATIONAL, INC.

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

The Company is a party to routine legal proceedings arising out of the normal course of business.  Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, the Company believes at this time that none of these actions, individually or in the aggregate, will have a material adverse affect on the consolidated financial condition, results of operations or cash flows of the Company.  However, due to the difficult nature of predicting unresolved and future legal claims, the Company cannot anticipate or predict the material adverse effect on its consolidated financial condition, results of operations or cash flows as a result of efforts to comply with or its liabilities pertaining to legal judgments.

Item 1A.  Risk Factors

See the Company’s 2009 Annual Report filed on Form 10-K (Item 1A).  In addition, the Company is currently pursuing opportunities to increase sales of certain products related to the super giant tire project in a challenging mining environment.  If the Company is unsuccessful with these sales efforts, Titan may record reserves for this product inventory, adversely affecting Titan’s financial results.

Item 6.   Exhibits

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Amended and Restated Articles of Incorporation of the Company
10.1
Trademark License Agreement with The Goodyear Tire & Rubber Company
10.2
Supply Agreement with Deere & Company – August 2006
10.3
Supply Agreement with Deere & Company – April 2008
31.1
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
TITAN INTERNATIONAL, INC.
 
(Registrant)

Date:  
October 27, 2010
By:  
/s/ MAURICE M. TAYLOR JR.
   
Maurice M. Taylor Jr.
   
Chairman and Chief Executive Officer
(Principal Executive Officer)

 
By:  
/s/ PAUL G. REITZ
   
Paul G. Reitz
   
Chief Financial Officer
   
(Principal Financial Officer)

 
 
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