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TITAN INTERNATIONAL INC - Quarter Report: 2019 June (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

titancolora20.jpg

FORM 10-Q
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended: June 30, 2019
or
☐
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)
Delaware
 
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)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange on which registered
Common stock, $0.0001 par value
TWI
New York Stock Exchange


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  ☑ No ☐
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 ☑  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
 
Accelerated filer
☑
Non-accelerated filer
☐
 
Smaller reporting company
☐
Emerging growth company
☐
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

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

Indicate the number of shares of Titan International, Inc. outstanding: 60,166,475 shares of common stock, $0.0001 par value, as of July 25, 2019.



TITAN INTERNATIONAL, INC.

TABLE OF CONTENTS

 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
TITAN INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(All amounts in thousands, except per share data)
 
 
Three months ended

Six months ended
 
June 30,

June 30,
 
2019

2018

2019

2018
 
 
 
 
 
 
 
 
Net sales
$
390,597

 
$
428,904

 
$
800,971

 
$
854,286

Cost of sales
352,289

 
370,592

 
717,399

 
736,413

Gross profit
38,308

 
58,312

 
83,572

 
117,873

Selling, general and administrative expenses
35,746

 
33,960

 
71,651

 
68,599

Research and development expenses
2,544

 
2,754

 
5,161

 
5,631

Royalty expense
2,448

 
2,634

 
5,054

 
5,297

(Loss) income from operations
(2,430
)
 
18,964

 
1,706

 
38,346

Interest expense
(8,295
)
 
(7,672
)
 
(16,228
)
 
(15,190
)
Foreign exchange (loss) gain
(1,239
)
 
(3,610
)
 
4,484

 
(8,042
)
Other income
2,069

 
2,477

 
3,065

 
10,227

(Loss) income before income taxes
(9,895
)
 
10,159

 
(6,973
)
 
25,341

(Benefit) provision for income taxes
(3,218
)
 
1,683

 
(1,303
)
 
897

Net (loss) income
(6,677
)
 
8,476

 
(5,670
)
 
24,444

Net (loss) income attributable to noncontrolling interests
(253
)
 
40

 
(1,224
)
 
(1,639
)
Net (loss) income attributable to Titan
(6,424
)
 
8,436

 
(4,446
)
 
26,083

   Redemption value adjustment
(661
)
 
(4,678
)
 
(1,437
)
 
(7,021
)
Net (loss) income applicable to common shareholders
$
(7,085
)
 
$
3,758

 
$
(5,883
)
 
$
19,062

 
 
 
 
 
 
 
 
Earnings per common share:
 

 
 

 
 

 
 

Basic
$
(0.12
)
 
$
0.06

 
$
(0.10
)
 
$
0.32

Diluted
$
(0.12
)
 
$
0.06

 
$
(0.10
)
 
$
0.32

Average common shares and equivalents outstanding:
 
 
 

 
 
 
 

Basic
60,000

 
59,750

 
59,973

 
59,731

Diluted
60,000

 
59,878

 
59,973

 
59,877

 
 
 
 
 
 
 
 
Dividends declared per common share:
$
0.005

 
$
0.005

 
$
0.010

 
$
0.010

 
 








See accompanying Notes to Condensed Consolidated Financial Statements.

1


TITAN INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(All amounts in thousands)

 
Three months ended
 
June 30,
 
2019
 
2018
Net (loss) income
$
(6,677
)
 
$
8,476

Currency translation adjustment
5,423

 
(38,338
)
Pension liability adjustments, net of tax of $110 and $10, respectively
538

 
690

Comprehensive loss
(716
)
 
(29,172
)
Net comprehensive income (loss) attributable to redeemable and noncontrolling interests
385

 
(2,185
)
Comprehensive loss attributable to Titan
$
(1,101
)
 
$
(26,987
)


 
Six months ended
 
June 30,
 
2019
 
2018
Net (loss) income
$
(5,670
)
 
$
24,444

Currency translation adjustment
1,044

 
(30,276
)
Pension liability adjustments, net of tax of $232 and $(44), respectively
1,004

 
1,573

Comprehensive loss
(3,622
)
 
(4,259
)
Net comprehensive income (loss) attributable to redeemable and noncontrolling interests
317

 
(3,225
)
Comprehensive loss attributable to Titan
$
(3,939
)
 
$
(1,034
)
























See accompanying Notes to Condensed Consolidated Financial Statements.

2


TITAN INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share data)
 
June 30, 2019
 
December 31, 2018
 
 
 
(unaudited)
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
66,366

 
$
81,685

  Accounts receivable, net
272,006

 
241,832

Inventories
385,368

 
395,735

Prepaid and other current assets
62,473

 
60,229

Total current assets
786,213

 
779,481

Property, plant and equipment, net
375,997

 
384,872

Operating lease assets
24,422

 
—

Deferred income taxes
1,965

 
2,874

Other assets
80,931

 
84,029

Total assets
$
1,269,528

 
$
1,251,256

 
 
 
 
Liabilities
 

 
 

Current liabilities
 

 
 

Short-term debt
$
71,366

 
$
51,885

Accounts payable
209,422

 
212,129

Other current liabilities
111,834

 
111,054

Total current liabilities
392,622

 
375,068

Long-term debt
445,388

 
409,572

Deferred income taxes
8,819

 
9,416

Other long-term liabilities
79,091

 
67,290

Total liabilities
925,920

 
861,346

 
 
 
 
Redeemable noncontrolling interest
55,517

 
119,813

 
 
 
 
Equity
 

 
 

Titan shareholders' equity


 


  Common stock ($0.0001 par value, 120,000,000 shares authorized, 60,715,356 issued at June 30, 2019, and December 31, 2018)
—

 
—

Additional paid-in capital
527,763

 
519,498

Retained deficit
(29,751
)
 
(29,048
)
Treasury stock (at cost, 714,986 and 798,383 shares, respectively)
(7,082
)
 
(7,831
)
Accumulated other comprehensive loss
(207,996
)
 
(203,571
)
Total Titan shareholders’ equity
282,934

 
279,048

Noncontrolling interests
5,157

 
(8,951
)
Total equity
288,091

 
270,097

Total liabilities and equity
$
1,269,528

 
$
1,251,256


 See accompanying Notes to Condensed Consolidated Financial Statements.

3


TITAN INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
(All amounts in thousands, except share data)
 
 Number of
common shares
 
Additional
paid-in
capital
 
Retained (deficit) earnings
 
Treasury stock
 
Stock
 reserved for
deferred compensation
 
Accumulated other comprehensive (loss) income
 
Total Titan Equity
 
 Noncontrolling interest
 
Total Equity
Balance January 1, 2018
59,800,559

 
$
531,708

 
$
(44,022
)
 
$
(8,606
)
 
$
(1,075
)
 
$
(157,076
)
 
$
320,929

 
$
(10,845
)
 
$
310,084

Net income (loss) *
 
 
 
 
17,647

 
 
 
 
 
 
 
17,647

 
(1,164
)
 
16,483

Currency translation adjustment, net *
 
 
 
 
 
 
 
 
 
 
7,423

 
7,423

 
291

 
7,714

Pension liability adjustments, net of tax
 
 
 
 
 
 
 
 
 
 
883

 
883

 
 
 
883

Dividends declared
 
 
 
 
(299
)
 
 
 
 
 
 
 
(299
)
 
 
 
(299
)
Accounting standards adoption
 
 
 
 
88

 
 
 
 
 
 
 
88

 
35

 
123

Redemption value adjustment
 
 
(2,343
)
 
 
 
 
 
 
 
 
 
(2,343
)
 
 
 
(2,343
)
Stock-based compensation
 
 
73

 
 
 
 
 
 
 
 
 
73

 
 
 
73

VIE contributions
 
 
 
 
 
 
 
 
 
 
 
 
—

 
476

 
476

Issuance of treasury stock under 401(k) plan
10,211

 
42

 
 
 
91

 
 
 
 
 
133

 
 
 
133

Balance March 31, 2018
59,810,770

 
$
529,480

 
$
(26,586
)
 
$
(8,515
)
 
$
(1,075
)
 
$
(148,770
)
 
$
344,534

 
$
(11,207
)
 
$
333,327

Net income (loss) *
 
 
 
 
8,436

 
 
 
 
 
 
 
8,436

 
(14
)
 
8,422

Currency translation adjustment, net *
 
 
 
 
 
 
 
 
 
 
(36,113
)
 
(36,113
)
 
330

 
(35,783
)
Pension liability adjustments, net of tax
 
 
 
 
 
 
 
 
 
 
690

 
690

 
 
 
690

Dividends declared
 
 
 
 
(300
)
 
 
 
 
 
 
 
(300
)
 
 
 
(300
)
Restricted stock awards
30,000

 
 
 
 
 
 
 
 
 
 
 
—

 
 
 
—

Acquisition of additional interest
 
 
(1,032
)
 
 
 
 
 
 
 
(4,325
)
 
(5,357
)
 
5,208

 
(149
)
Redemption value adjustment
 
 
(4,678
)
 
 
 
 
 
 
 
 
 
(4,678
)
 
 
 
(4,678
)
Stock-based compensation
 
 
545

 
 
 
 
 
 
 
 
 
545

 
 
 
545

VIE distributions
 
 
 
 
 
 
 
 
 
 
 
 
—

 
(1,429
)
 
(1,429
)
Deferred compensation transactions
 
 
113

 
 
 
 
 
1,075

 
 
 
1,188

 
 
 
1,188

Issuance of treasury stock under 401(k) plan
12,011

 
38

 
 
 
108

 
 
 
 
 
146

 
 
 
146

Balance June 30, 2018
59,852,781

 
$
524,466

 
$
(18,450
)
 
$
(8,407
)
 
$
—

 
$
(188,518
)
 
$
309,091

 
$
(7,112
)
 
$
301,979


* Net income (loss) excludes $(515) of net loss attributable to redeemable noncontrolling interest for the three months ended March 31, 2018, and $54 of net income attributable to redeemable noncontrolling interest for the three months ended June 30, 2018. Currency translation adjustment excludes $348 and $(2,555) of currency translation related to redeemable noncontrolling interest for the three months ended March 31, 2018, and June 30, 2018, respectively.




4


 
 Number of
common shares
 
Additional
paid-in
capital
 
Retained (deficit) earnings
 
Treasury stock
 
Accumulated other comprehensive (loss) income
 
Total Titan Equity
 
 Noncontrolling interest
 
Total Equity
Balance January 1, 2019
59,916,973

 
$
519,498

 
$
(29,048
)
 
$
(7,831
)
 
$
(203,571
)
 
$
279,048

 
$
(8,951
)
 
$
270,097

Net income (loss) *


 


 
1,977

 


 


 
1,977

 
(636
)
 
1,341

Currency translation adjustment, net *
 
 
 
 
 
 
 
 
(5,281
)
 
(5,281
)
 
474

 
(4,807
)
Pension liability adjustments, net of tax


 


 


 


 
466

 
466

 
 
 
466

Dividends declared


 


 
(301
)
 


 


 
(301
)
 
 
 
(301
)
Accounting standards adoption


 


 
4,346

 
 
 
(4,933
)
 
(587
)
 


 
(587
)
Redeemable noncontrolling interest activity


 
9,437

 


 


 


 
9,437

 
15,445

 
24,882

Redemption value adjustment


 
(776
)
 
 
 


 
 
 
(776
)
 
 
 
(776
)
Stock-based compensation


 
269

 


 


 


 
269

 
 
 
269

VIE distributions


 


 


 


 


 
—

 
(1,054
)
 
(1,054
)
Issuance of treasury stock under 401(k) plan
29,414

 
(123
)
 


 
264

 


 
141

 
 
 
141

Balance March 31, 2019
59,946,387

 
$
528,305

 
$
(23,026
)
 
$
(7,567
)
 
$
(213,319
)
 
$
284,393

 
$
5,278

 
$
289,671

Net (loss) income *
 
 
 
 
(6,424
)
 
 
 
 
 
(6,424
)
 
12

 
(6,412
)
Currency translation adjustment, net *
 
 
 
 
 
 
 
 
4,785

 
4,785

 
317

 
5,102

Pension liability adjustments, net of tax
 
 
 
 
 
 
 
 
538

 
538

 
 
 
538

Dividends declared
 
 
 
 
(301
)
 
 
 
 
 
(301
)
 
 
 
(301
)
Redemption value adjustment
 
 
(661
)
 
 
 
 
 
 
 
(661
)
 
 
 
(661
)
Stock-based compensation
 
 
286

 
 
 
 
 
 
 
286

 
 
 
286

VIE distributions
 
 
 
 
 
 
 
 
 
 
—

 
(450
)
 
(450
)
Issuance of treasury stock under 401(k) plan
53,983

 
(167
)
 
 
 
485

 
 
 
318

 
 
 
318

Balance June 30, 2019
60,000,370

 
$
527,763

 
$
(29,751
)
 
$
(7,082
)
 
$
(207,996
)
 
$
282,934

 
$
5,157

 
$
288,091

 
* Net income (loss) excludes $(334) and $(265) of net loss attributable to redeemable noncontrolling interest for the three months ended March 31, 2019, and June 30, 2019, respectively. Currency translation adjustment excludes $428 and $321 of currency translation related to redeemable noncontrolling interest for the three months ended March 31, 2019, and June 30, 2019, respectively.












See accompanying Notes to Condensed Consolidated Financial Statements.

5


TITAN INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(All amounts in thousands)
 
Six months ended June 30,
Cash flows from operating activities:
2019
 
2018
Net (loss) income
$
(5,670
)
 
$
24,444

Adjustments to reconcile net income to net cash
used for operating activities:
 

 
 

Depreciation and amortization
27,809

 
30,175

Deferred income tax provision
156

 
287

Stock-based compensation
555

 
618

Issuance of treasury stock under 401(k) plan
459

 
279

Foreign currency translation (gain) loss
(1,789
)
 
8,034

(Increase) decrease in assets:
 

 
 

Accounts receivable
(27,193
)
 
(70,633
)
Inventories
14,258

 
(47,612
)
Prepaid and other current assets
(1,763
)
 
(4,555
)
Other assets
1,305

 
(4,642
)
Increase (decrease) in liabilities:
 

 
 

Accounts payable
(3,863
)
 
39,550

Other current liabilities
(6,949
)
 
(660
)
Other liabilities
(7,316
)
 
(5,212
)
Net cash used for operating activities
(10,001
)
 
(29,927
)
Cash flows from investing activities:
 

 
 

Capital expenditures
(16,725
)
 
(18,416
)
Payment related to redeemable noncontrolling interest
(41,000
)
 
—

Other
1,235

 
884

Net cash used for investing activities
(56,490
)
 
(17,532
)
Cash flows from financing activities:
 

 
 

Proceeds from borrowings
92,723

 
40,078

Payment on debt
(42,083
)
 
(24,527
)
Dividends paid
(599
)
 
(598
)
Net cash provided by financing activities
50,041

 
14,953

Effect of exchange rate changes on cash
1,131

 
(4,573
)
Net decrease in cash and cash equivalents
(15,319
)
 
(37,079
)
Cash and cash equivalents, beginning of period
81,685

 
143,570

Cash and cash equivalents, end of period
$
66,366

 
$
106,491

 
 
 
 
Supplemental information:
 
 
 
Interest paid
$
16,416

 
$
15,801

Income taxes paid, net of refunds received
$
4,203

 
$
5,025












See accompanying Notes to Condensed Consolidated Financial Statements.

6


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


1.
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 
The accompanying unaudited condensed consolidated interim financial statements include the accounts of Titan International, Inc. and its subsidiaries (Titan or the Company) and have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the SEC). Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position as of June 30, 2019, and the results of operations and cash flows for the three and six months ended June 30, 2019 and 2018, and should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 7, 2019 (the 2018 Form 10-K). All significant intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements include estimates and assumptions of management that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates.

Fair value of financial instruments
The Company records all financial instruments, including cash and cash equivalents, accounts receivable, notes receivable, accounts payable, other accruals, and notes payable at cost, which approximates fair value due to their short term or stated rates.  Investments in marketable equity securities are recorded at fair value.  The 6.50% senior secured notes due 2023 (senior secured notes) were carried at a cost of $395.5 million at June 30, 2019. The fair value of the senior secured notes at June 30, 2019, as obtained through an independent pricing source, was approximately $357.8 million.

Cash dividends
The Company declared cash dividends of $0.005 per share of common stock for each of the quarters ended June 30, 2019 and 2018, respectively. The second quarter 2019 cash dividend of $0.005 per share of common stock was paid on July 15, 2019, to shareholders of record on June 28, 2019.

New accounting standards:

Adoption of new accounting standards
On January 1, 2019, the Company adopted Accounting Standards Update (ASU) No. 2016-02, "Leases (Topic 842)" (the New Lease Standard) to increase transparency and comparability among entities by recognizing lease assets and liabilities on the balance sheet and disclosing key information about lease arrangements. Titan elected the modified retrospective with cumulative effect transition approach to adopt the New Lease Standard and thus will not restate its comparative periods in the year of transition. The Company adopted the practical expedients of the New Lease Standard which include (i) not reassessing whether expired or existing contracts contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not revaluing initial direct costs for existing leases. The Company did not elect the hindsight practical expedient. The adoption of this standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities on the Condensed Consolidated Balance Sheet, which resulted in a net credit adjustment to retained earnings as of January 1, 2019, of $0.6 million. The New Lease Standard did not materially impact operating results or liquidity. Further disclosures related to the New Lease Standard are included in Note 10, Leases.

The Company adopted ASU No. 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" effective January 1, 2019. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act (the 2017 TCJA). Consequently, the amendments eliminate the stranded tax effects resulting from the 2017 TCJA and improve the usefulness of information reported to financial statement users. As a result of adopting this standard, the Company recorded a $4.9 million reclassification to decrease accumulated other comprehensive income and increase retained earnings as of January 1, 2019.

7


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


The Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, "Revenue from Contracts with Customers" (the New Revenue Standard), effective January 1, 2018, using the modified retrospective approach which requires the recognition of the cumulative effect of initially applying the standard as an adjustment to opening retained earnings for the fiscal year beginning January 1, 2018. The adoption of the New Revenue Standard resulted in the recognition of an immaterial cumulative adjustment to opening retained earnings as of January 1, 2018, and had an immaterial effect on the Company’s financial position and results of operations. Results for reporting periods beginning after January 1, 2018, are presented under the New Revenue Standard, which prescribes that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Titan recognizes revenue when the performance obligations specified in the Company's contracts have been satisfied. Titan's contracts typically contain a single performance obligation that is fulfilled on the date of delivery based on shipping terms stipulated in the contract. The impact of the Company's adoption of the New Revenue Standard on net sales was immaterial and the disaggregation of revenues, which is based on the major markets the Company serves, has not changed from how it is presented in Note 18, Segment Information in Item 1 of this Form 10-Q.

The Company adopted ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" on January 1, 2018, using the retrospective transition method. This standard changed the presentation of net periodic pension and postretirement benefit cost (net benefit cost) within the Condensed Consolidated Statement of Operations. Under the previous guidance, net benefit cost was reported as an employee cost within operating income. The amendment requires the bifurcation of net benefit cost, with the service cost component to be presented with other employee compensation costs in operating income, while the other components will be reported separately outside of income from operations.

The Company early-adopted ASU No. 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," effective September 30, 2018, using the retrospective approach. ASU 2018-15 requires a customer in a hosting arrangement that is a service contract to apply the guidance on internal-use software to determine which implementation costs to recognize as an asset and which costs to expense. Costs to develop or obtain internal-use software that cannot be capitalized under Subtopic 350-40, such as training costs and certain data conversion costs, also cannot be capitalized for a hosting arrangement that is a service contract. The amendments in this update require a customer in a hosting arrangement that is a service contract to determine whether an implementation activity relates to the preliminary project stage, the application development stage, or the post-implementation stage. Costs for implementation activities in the application development stage will be capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages will be expensed. As a result of the adoption of this accounting standard, the Company capitalized an aggregate of $7.4 million of implementation costs for the year ended December 31, 2018, from selling, general and administration in the Condensed Consolidated Statement of Operations to other assets in the Condensed Consolidated Balance Sheets.

As a result of the retrospective adjustment of the change in accounting principle related to adoption of ASU No. 2018-15, certain amounts in the Company's Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018, were adjusted as follows:
 
Three Months Ended June 30, 2018
 
As Originally Reported
 
Effect of Change
 
As Adjusted
Selling, general and administrative expenses
$
36,699

 
$
(2,739
)
 
$
33,960

Income from operations
16,225

 
2,739

 
18,964

Net income
5,737

 
2,739

 
8,476

 
 
 
 
 
 
Basic and diluted earnings per share
$
0.02

 
$
0.04

 
$
0.06



8


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

 
Six Months Ended June 30, 2018
 
As Originally Reported
 
Effect of Change
 
As Adjusted
Selling, general and administrative expenses
$
72,620

 
$
(4,021
)
 
$
68,599

Income from operations
34,325

 
4,021

 
38,346

Net income
20,423

 
4,021

 
24,444

 
 
 
 
 
 
Basic and diluted income per share
$
0.25

 
$
0.07

 
$
0.32


 
In March 2018, the FASB issued ASU No. 2018-05, "Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." This ASU updates the income tax accounting in US GAAP to reflect the SEC's interpretive guidance released on December 22, 2017, when the 2017 TCJA was enacted.

In May 2017, the FASB issued ASU No. 2017-09, "Stock Compensation (Topic 718): Scope of Modification Accounting." This update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Disclosure requirements under Topic 718 remain unchanged. The Company adopted ASU 2017-09 effective January 1, 2018. The adoption of this guidance did not have a material effect on the Company's condensed consolidated financial statements; no changes were made to the terms or conditions of share-based payments.
 
In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments." This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The Company adopted this guidance effective January 1, 2018, with no resulting changes to the Company's condensed consolidated financial statements.

Accounting standards issued but not yet adopted
 
In August 2018, the FASB issued ASU No. 2018-13, "Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The amendments in this update are effective for fiscal years beginning after December 15, 2019. The adoption of this guidance is not expected to have a material effect on the Company's condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-14, "Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans." The amendments in this update modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this update are effective for fiscal years ending after December 15, 2020. The adoption of this guidance is not expected to have a material effect on the Company's condensed consolidated financial statements.


2. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following as of the dates set forth below (amounts in thousands):
 
June 30,
2019
 
December 31,
2018
Accounts receivable
$
275,508

 
$
245,236

Allowance for doubtful accounts
(3,502
)
 
(3,404
)
Accounts receivable, net
$
272,006

 
$
241,832


Accounts receivable are reduced by an estimated allowance for doubtful accounts, which is based on known risks and historical losses.


9


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


3. INVENTORIES
 
Inventories consisted of the following as of the dates set forth below (amounts in thousands):
 
June 30,
2019
 
December 31,
2018
Raw material
$
103,185

 
$
110,806

Work-in-process
54,524

 
55,543

Finished goods
227,659

 
229,386

 
$
385,368

 
$
395,735


 
Inventories are valued at the lower of cost or net realizable value. Net realizable value is estimated based on current selling prices. Inventory costs are calculated using the first-in, first-out (FIFO) method or average cost method. Estimated provisions are established for slow-moving and obsolete inventory.


4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following as of the dates set forth below (amounts in thousands):
 
June 30,
2019
 
December 31,
2018
Land and improvements
$
44,198

 
$
43,562

Buildings and improvements
258,703

 
255,451

Machinery and equipment
603,337

 
592,932

Tools, dies and molds
110,835

 
109,537

Construction-in-process
18,963

 
18,867

 
1,036,036

 
1,020,349

Less accumulated depreciation
(660,039
)
 
(635,477
)
 
$
375,997

 
$
384,872


 
Depreciation on property, plant and equipment for the six months ended June 30, 2019 and 2018, totaled $26.1 million and $28.3 million, respectively.



10


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

5. INTANGIBLE ASSETS, NET

The components of intangible assets consisted of the following as of the dates set forth below (amounts in thousands):
 
Weighted Average Useful Lives (in years) June 30, 2019
 
June 30,
2019
 
December 31,
2018
Amortizable intangible assets:
 
 
 
 
 
     Customer relationships
8.2
 
$
12,638

 
$
12,967

     Patents, trademarks and other
7.6
 
11,445

 
11,356

          Total at cost
 
 
24,083

 
24,323

     Less accumulated amortization
 
 
(13,287
)
 
(12,676
)
 
 
 
$
10,796

 
$
11,647


   
Amortization related to intangible assets for the six months ended June 30, 2019 and 2018, totaled $1.1 million and $1.3 million, respectively. Intangible assets are included as a component of other assets in the Condensed Consolidated Balance Sheet.

The estimated aggregate amortization expense at June 30, 2019, for each of the years (or other periods) set forth below was as follows (amounts in thousands):
July 1 - December 31, 2019
$
1,123

2020
2,090

2021
1,372

2022
988

2023
988

Thereafter
4,235

 
$
10,796




6. WARRANTY

Changes in the warranty liability during the six months ended June 30, 2019 and 2018, respectively, consisted of the following (amounts in thousands):
 
2019
 
2018
Warranty liability, January 1
$
16,327

 
$
18,612

Provision for warranty liabilities
1,722

 
4,213

Warranty payments made
(2,987
)
 
(3,818
)
Warranty liability, June 30
$
15,062

 
$
19,007



The Company provides limited warranties on workmanship on its products in all market segments. The majority of the Company’s products are subject to a limited warranty that ranges between less than one year and ten years, with certain product warranties 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 Condensed Consolidated Balance Sheet.



11


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

7. REVOLVING CREDIT FACILITY AND LONG-TERM DEBT
 
Long-term debt consisted of the following as of the dates set forth below (amounts in thousands):
 
June 30, 2019
 
Principal Balance
 
Unamortized Debt Issuance
 
Net Carrying Amount
6.50% senior secured notes due 2023
$
400,000

 
$
(4,476
)
 
$
395,524

Titan Europe credit facilities
44,107

 
—

 
44,107

Revolving credit facility
41,000

 
—

 
41,000

Other debt
33,366

 
—

 
33,366

Capital leases
2,757

 
—

 
2,757

     Total debt
521,230

 
(4,476
)
 
516,754

Less amounts due within one year
71,366

 
—

 
71,366

     Total long-term debt
$
449,864

 
$
(4,476
)
 
$
445,388


 
 
December 31, 2018
 
Principal Balance
 
Unamortized Debt Issuance
 
Net Carrying Amount
6.50% senior secured notes due 2023
$
400,000

 
$
(4,897
)
 
$
395,103

Titan Europe credit facilities
35,115

 
—

 
35,115

Other debt
28,429

 
—

 
28,429

Capital leases
2,810

 
—

 
2,810

     Total debt
466,354

 
(4,897
)
 
461,457

Less amounts due within one year
51,885

 
—

 
51,885

     Total long-term debt
$
414,469

 
$
(4,897
)
 
$
409,572



Aggregate principal maturities of long-term debt at June 30, 2019, for each of the years (or other periods) set forth below were as follows (amounts in thousands):
July 1 - December 31, 2019
$
54,236

2020
19,031

2021
2,545

2022
43,538

2023
401,262

Thereafter
618

 
$
521,230


 
6.50% senior secured notes due 2023
The senior secured notes are due November 2023. Including the impact of debt issuance costs, these notes had an effective yield of 6.79% at issuance. These notes are secured by the land and buildings of the following subsidiaries of the Company:  Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport, and Titan Wheel Corporation of Illinois.

Titan Europe credit facilities
The Titan Europe credit facilities include borrowings from various institutions totaling $44.1 million in aggregate principal amount at June 30, 2019. Maturity dates on this debt range from less than one year to nine years. The Titan Europe facilities are secured by the assets of Titan's subsidiaries in Italy, Spain, Germany, and Brazil.



12


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

Revolving credit facility
The Company has a $125 million revolving credit facility (credit facility) with agent BMO Harris Bank N.A. and other financial institutions party thereto. The credit facility is collateralized by accounts receivable and inventory of certain of the Company’s domestic subsidiaries and is scheduled to mature in February 2022. From time to time Titan's availability under this credit facility may be less than $125 million as a result of outstanding letters of credit and eligible accounts receivable and inventory balances at certain of its domestic subsidiaries. At June 30, 2019, under the credit facility there were $41.0 million in borrowings, a $10.3 million letter of credit, and the amount available totaled $57.3 million.

Other debt
The Company has working capital loans at Titan Pneus do Brasil Ltda and Voltyre-Prom at various interest rates, which totaled $8.7 million and $22.5 million at June 30, 2019, respectively. Maturity dates on this debt range from less than one year to three years.


8. DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses financial derivatives to mitigate its exposure to volatility in foreign currency exchange rates. These derivative financial instruments are recognized at fair value. The Company has not designated these financial instruments as hedging instruments. Any gain or loss on the re-measurement of the fair value is recorded as an offset to currency exchange gain/loss. For the three and six months ended June 30, 2019, the Company recorded currency exchange gains related to these derivatives of $0.1 million and $0.0 million, respectively; and for the three and six months ended June 30, 2018, the Company recorded currency exchange gains related to these derivatives of $0.4 million and $0.2 million, respectively.


9. REDEEMABLE NONCONTROLLING INTEREST

The Company, in partnership with One Equity Partners (OEP) and the Russian Direct Investment Fund (RDIF), owns all of the equity interests in Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia. The Company is party to a shareholders' agreement with OEP and RDIF (Shareholders' Agreement) which was entered into in connection with the acquisition of Voltyre-Prom. The agreement contains a settlement put option which was exercisable during a six-month period beginning July 9, 2018. The settlement put option required Titan to purchase the equity interests from OEP and RDIF in Voltyre-Prom with cash or Titan common stock, at a value set by the agreement. The value set by the agreement was the greater of: the aggregate of the investment of the selling party and an amount representing an internal rate of return of 8%, or the last twelve months of EBITDA multiplied by 5.5 less net debt times the selling party's ownership percentage.

On November 14, 2018, the Company received notification of exercise of the put option from RDIF. On February 11, 2019, the Company entered into a definitive agreement (the "Agreement") with an affiliate of RDIF relating to the put option that was exercised by RDIF. The transactions contemplated by the Agreement closed on February 22, 2019. Under the terms of the Agreement, in full satisfaction of the settlement put option that was exercised by RDIF, Titan paid to RDIF $25 million in cash at the closing of the transaction, and agreed, subject to the completion of regulatory approval, to issue to RDIF in a private placement 4,032,259 shares of restricted Titan common stock. Due to pending regulatory approval, the issuance of the shares of restricted Titan common stock pursuant to the Agreement was not completed as of June 30, 2019. Immediately following the closing, RDIF continued to own the same interest in Voltyre-Prom, subject to the terms of the Agreement and the Shareholders’ Agreement. Titan has retained the right to buy back the Titan shares from RDIF for $25 million during such three-year period and, if the stock buyback is consummated within one year, at the time of such buyback, RDIF would be required to convey to Titan, based on current ownership, a 10.71% interest in Voltyre-Prom, resulting in RDIF reducing its interest in Voltyre-Prom from 35.7% to 25%.

On January 8, 2019, the Company received notification of exercise of the put option from OEP. During the second quarter of 2019, the Company made a payment to OEP in the amount of $16 million representing the majority of the interest on the amount due to OEP with respect to the put option. On July 30, 2019, Titan Luxembourg S.à r.l. (the “Titan Purchaser”), a subsidiary of the Company, entered into a sale purchase agreement (the “OEP Agreement”) with subsidiaries of OEP, relating to the settlement put option under the Shareholders’ Agreement that was exercised by OEP. Pursuant to the terms of the OEP Agreement, on July 31, 2019, the Titan Purchaser paid to OEP $30.7 million in cash, which, together with the Titan Purchaser’s prior payment to OEP of $16 million during the second quarter of 2019, were made in full satisfaction of the settlement put

13


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

option exercised by OEP under the Shareholders’ Agreement. Immediately following the closing, OEP ceased to have any ownership interests in, and the Titan Purchaser and RDIF owned 64.3% and 35.7%, respectively, of, Voltyre-Prom. See Note 23 for additional information.

As of June 30, 2019, the value of the redeemable noncontrolling interest held by OEP was recorded at the aggregate of the investment of the selling party and an amount representing an internal rate of return of 8% less the $16 million payment. The redeemable noncontrolling interest held by RDIF was recorded at $25 million, the value of the shares of restricted stock to be issued.

The noncontrolling interest is presented as a redeemable noncontrolling interest separately from total equity in the Condensed Consolidated Balance Sheet at the redemption value of the settlement put option. If the redemption value is greater than the carrying value of the noncontrolling interest, the increase in the redemption value is adjusted directly to retained earnings of the affected entity, or additional paid-in capital if there are no available retained earnings applicable to the redeemable noncontrolling interest.
The following is a reconciliation of redeemable noncontrolling interest as of June 30, 2019 and 2018 (amounts in thousands):
 
2019
 
2018
Balance at January 1
$
119,813

 
$
113,193

   Reclassification as a result of Agreement regarding put option
(49,883
)
 
—

   Payment of interest on redeemable noncontrolling interest
(16,000
)
 
—

   Loss attributable to redeemable noncontrolling interest
(599
)
 
(461
)
   Currency translation
749

 
(2,207
)
   Redemption value adjustment
1,437

 
7,021

Balance at June 30
$
55,517

 
$
117,546



This obligation approximates the cost to the Company if all remaining equity interests in the consortium were purchased by the Company on June 30, 2019, and is presented in the Condensed Consolidated Balance Sheet in redeemable noncontrolling interest, which is treated as mezzanine equity.


10. LEASES

The Company leases certain buildings and equipment under both operating and finance leases.  Certain lease agreements provide for renewal options, fair value purchase options, and payment of property taxes, maintenance, and insurance by the Company. Under ASC 842, the Company made an accounting policy election, by class of underlying asset, not to separate non-lease components such as those previously stated from lease components and instead will treat the lease agreement as a single lease component for all asset classes. Operating right-of-use (ROU) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent Titan's obligations to make lease payments arising from the lease. The majority of Titan's leases are operating leases. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of Titan's leases do not provide an implicit interest rate, the Company used its incremental borrowing rate (6.79%), based on the information available at the lease commencement date, in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of sales and selling, general and administrative expenses on the Condensed Consolidated Statement of Operations. Amortization expense associated with finance leases is included in cost of sales and selling, general and administrative expenses, and interest expense associated with finance leases is included in interest expense in the Condensed Consolidated Statement of Operations. Short-term operating leases, which have an initial term of twelve months or less, are not recorded on the balance sheet.

14


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


Supplemental balance sheet information related to leases was as follows (amounts in thousands):
 
Balance Sheet Classification
 
 June 30, 2019
Operating lease ROU assets
Operating lease assets
 
$
24,422

 
 
 
 
Operating lease current liabilities
Other current liabilities
 
$
7,162

Operating lease long-term liabilities
Other long-term liabilities
 
17,451

    Total operating lease liabilities
 
 
$
24,613

 
 
 
 
Finance lease, gross
Property, plant & equipment, net
 
$
7,839

Finance lease accumulated depreciation
Property, plant & equipment, net
 
(5,143
)
   Finance lease, net
 
 
$
2,696

 
 
 
 
Finance lease current liabilities
Other current liabilities
 
$
957

Finance lease long-term liabilities
Long-term debt
 
1,800

   Total finance lease liabilities
 
 
$
2,757



At June 30, 2019, maturity of lease liabilities were as follows (amounts in thousands):
 
Operating Leases
 
Finance Leases
July 1 - December 31, 2019
$
5,678

 
$
797

2020
7,329

 
752

2021
5,561

 
679

2022
3,851

 
581

2023
2,652

 
368

Thereafter
4,330

 
—

Total lease payments
$
29,401

 
$
3,177

Less imputed interest
4,788

 
420

 
$
24,613

 
$
2,757

 
 
 
 
Weighted average remaining lease term (in years)
4.9

 
3.6



Supplemental cash flow information related to leases for the six months ended June 30, 2019 were as follows: operating cash flows from operating leases were $5.0 million and operating cash flows from finance leases were $0.1 million.



15


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

11. EMPLOYEE BENEFIT PLANS
The Company has three frozen defined benefit pension plans covering certain employees or former employees of three U.S. subsidiaries. The Company also has pension plans covering certain employees of several foreign subsidiaries. The Company also sponsors a number of defined contribution plans in the U.S. and at foreign subsidiaries. The Company contributed approximately $1.2 million to the pension plans during the six months ended June 30, 2019, and expects to contribute approximately $1.6 million to the pension plans during the remainder of 2019.
 
The components of net periodic pension cost consisted of the following for the periods set forth below (amounts in thousands):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2019
 
2018
 
2019
 
2018
Service cost
$
205

 
$
141

 
$
430

 
$
278

Interest cost
1,106

 
1,098

 
2,229

 
2,181

Expected return on assets
(1,188
)
 
(1,491
)
 
(2,377
)
 
(2,983
)
Amortization of unrecognized prior service cost
57

 
50

 
113

 
100

Amortization of net unrecognized loss
765

 
690

 
1,530

 
1,366

      Net periodic pension cost
$
945

 
$
488

 
$
1,925

 
$
942


Service cost is recorded as cost of sales in the Condensed Consolidated Statement of Operations while all other components are recorded in other income.


12. VARIABLE INTEREST ENTITIES
 
The Company holds a variable interest in three joint ventures for which the Company is the primary beneficiary. Two of the joint ventures operate distribution facilities that primarily distribute mining products. Titan is the 50% owner of one of these distribution facilities, which is located in Canada, and the 40% owner of the other such facility, which is located in Australia. The Company’s variable interests in these two joint ventures relate to sales of Titan product to these entities, consigned inventory, and working capital loans. The third joint venture is the consortium that owns Voltyre-Prom. Titan owns 43% of the consortium owning Voltyre-Prom, which is subject to a shareholders' agreement. See Note 9 for additional information.
 
The Company also holds a variable interest in five other entities for which Titan is the primary beneficiary. Each of these entities provides specific manufacturing related services at the Company's Tennessee facility. Titan's variable interest in these entities relates to financial support through providing many of the assets used by these entities in their business. The Company owns no equity in these entities.
 
As the primary beneficiary of these variable interest entities (VIEs), the VIEs’ assets, liabilities, and results of operations are included in the Company’s condensed consolidated financial statements. The other equity holders’ interests are reflected in “Net (loss) income attributable to noncontrolling interests” in the Condensed Consolidated Statements of Operations and “Noncontrolling interests” in the Condensed Consolidated Balance Sheets.
 

16


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

The following table summarizes the carrying amount of the VIEs’ assets and liabilities included in the Company’s Condensed Consolidated Balance Sheets at June 30, 2019, and December 31, 2018 (amounts in thousands):
 
June 30,
2019
 
December 31, 2018
Cash and cash equivalents
$
11,842

 
$
9,064

Inventory
20,941

 
12,987

Other current assets
34,048

 
38,533

Property, plant and equipment, net
29,032

 
28,057

Other long-term assets
3,795

 
2,971

   Total assets
$
99,658

 
$
91,612

 
 
 
 
Current liabilities
$
41,880

 
$
36,246

Other long-term liabilities
6,061

 
6,353

  Total liabilities
$
47,941

 
$
42,599


 
All assets in the above table can only be used to settle obligations of the consolidated VIE to which the respective assets relate. Liabilities are nonrecourse obligations. Amounts presented in the table above are adjusted for intercompany eliminations.
 
The Company holds variable interests in certain VIEs that are not consolidated because Titan is not the primary beneficiary. The Company's involvement with these entities is in the form of direct equity interests and prepayments related to purchases of materials. The maximum exposure to loss as reflected in the table below represents the loss of assets recognized by Titan relating to non-consolidated entities and amounts due to the non-consolidated assets. The assets and liabilities recognized in Titan's Condensed Consolidated Balance Sheets related to Titan's interest in these non-consolidated VIEs and the Company's maximum exposure to loss related to non-consolidated VIEs as of the dates set forth below were as follows (amounts in thousands):
 
June 30,
2019
 
December 31, 2018
Investments
$
3,998

 
$
3,985

Other current assets
1,195

 
1,200

     Total VIE assets
5,193

 
5,185

Accounts payable
1,923

 
2,350

  Maximum exposure to loss
$
7,116

 
$
7,535




13. ROYALTY EXPENSE

The Company has trademark license agreements with The Goodyear Tire & Rubber Company to manufacture and sell certain farm tires under the Goodyear name. These agreements cover sales in North America, Latin America, Europe, the Middle East, Africa, Russia, and other Commonwealth of Independent States countries. Each of these agreements is scheduled to expire in 2025. Royalty expenses were $2.4 million and $2.6 million for the quarters ended June 30, 2019 and 2018, respectively and $5.1 million and $5.3 million for the six months ended June 30, 2019 and 2018, respectively.
 


17


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

14. OTHER INCOME

Other income consisted of the following for the periods set forth below (amounts in thousands):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2019
 
2018
 
2019
 
2018
Equity investment income
$
974

 
$
1,067

 
$
1,849

 
$
2,183

Gain (loss) on sale of assets
397

 
(4
)
 
767

 
177

Building rental income
479

 
410

 
734

 
988

Interest income
301

 
532

 
641

 
1,149

Other (expense) income
(82
)
 
472

 
(926
)
 
5,730

 
$
2,069

 
$
2,477

 
$
3,065

 
$
10,227




15. INCOME TAXES

The Company recorded income tax benefit of $3.2 million and income tax expense of $1.7 million for the quarters ended June 30, 2019 and 2018, respectively. For the six months ended June 30, 2019 and 2018, the Company recorded income tax benefit of $1.3 million and income tax expense of $0.9 million, respectively. The Company's effective income tax rate was 33% and 17% for the quarters ended June 30, 2019 and 2018, and 19% and 4% for the six months ended June 30, 2019 and 2018, respectively.

The Company’s 2019 and 2018 income tax expense and rates differed from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of U.S. and certain foreign jurisdictions that incurred a full valuation allowance on deferred tax assets created by current year projected losses and a reduction of the liability for unrecognized tax positions. In addition, there were non-deductible royalty expenses and statutorily required income adjustments made in certain foreign jurisdictions that negatively impacted the tax rate for the six months ended June 30, 2019 and 2018.

The Company continues to monitor the realization of its deferred tax assets and assesses the need for a valuation allowance. The Company analyzes available positive and negative evidence to determine if a valuation allowance is needed based on the weight of the evidence. This objectively verifiable evidence primarily includes the past three years' profit and loss positions. This process requires management to make estimates, assumptions, and judgments that are uncertain in nature. The Company has established valuation allowances with respect to deferred tax assets in U.S. and certain foreign jurisdictions and continues to monitor and assess potential valuation allowances in all its jurisdictions.

The 2017 TCJA was enacted on December 22, 2017, and included a number of changes in existing tax law impacting businesses, including a one-time deemed repatriation of cumulative undistributed foreign earnings and a permanent reduction in the U.S. federal statutory income tax rate from 35% to 21% effective January 1, 2018.  Under US GAAP, changes in tax rates and tax law are accounted for in the period of enactment and deferred tax assets and liabilities are re-measured at the enacted tax rate. The re-measured U.S. net deferred asset was fully offset by a change in the valuation allowance in 2017. The Company’s net cumulative undistributed foreign earnings were a cumulative loss and therefore no additional income tax expense related to the one-time deemed repatriation toll charge was recorded in 2017.

The 2017 TCJA also created a new requirement that certain income (i.e., global intangible low taxed income, hereinafter referred to as GILTI) earned by foreign subsidiaries must be included currently in the gross income of the U.S. shareholder. For 2018 and 2019, the Company has estimated an amount of GILTI income that is included in the calculation of 2018 and 2019 income tax expense. This GILTI income inclusion, however, is fully offset by a change in the valuation allowance.



18


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

16. EARNINGS PER SHARE
 
Earnings per share (EPS) were as follows for the periods presented below (amounts in thousands, except per share data):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Net (loss) income attributable to Titan
$
(6,424
)
 
$
8,436

 
$
(4,446
)
 
$
26,083

   Redemption value adjustment
(661
)
 
(4,678
)
 
(1,437
)
 
(7,021
)
Net (loss) income applicable to common shareholders
$
(7,085
)
 
$
3,758

 
$
(5,883
)
 
$
19,062

Determination of shares:
 
 
 
 
 
 
 
   Weighted average shares outstanding (basic)
60,000

 
59,750

 
59,973

 
59,731

   Effect of equity awards/trusts
—

 
128

 
—

 
146

   Weighted average shares outstanding (diluted)
60,000

 
59,878

 
59,973

 
59,877

Earnings per share:
 
 
 
 
 
 
 
   Basic and diluted
(0.12
)
 
0.06

 
(0.10
)
 
0.32


The effect of equity awards has been excluded for the three and six months ended June 30, 2019, as the effect would have been antidilutive. The weighted average share amount excluded for equity awards was 445 shares and 331 shares for the three and six months ended June 30, 2019, respectively.


19


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

17. LITIGATION
 
The Company is a party to routine legal proceedings arising out of the normal course of business. 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 liabilities pertaining to, legal judgments.

At June 30, 2019, two of Titan’s subsidiaries were involved in litigation concerning environmental laws and regulations.

In June 2015, Titan Tire Corporation (Titan Tire) and Dico, Inc. (Dico) appealed a U.S. District Court order granting the U.S. motion for summary judgment that found Dico liable for violating the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) and an Environmental Protection Agency (EPA) Administrative Order and awarded response costs, civil penalties, and punitive damages.

In December 2015, the United States Court of Appeals for the Eighth Circuit reversed the District Court’s summary judgment order with respect to “arranger” liability for Titan Tire and Dico under CERCLA and the imposition of punitive damages against Dico for violating the EPA Administrative Order, but affirmed the summary judgment order imposing civil penalties in the amount of $1.62 million against Dico for violating the EPA Administrative Order. The case was remanded to the District Court for a new trial on the remaining issues.

The trial occurred in April 2017. On September 5, 2017, the District Court issued an order: (a) concluding Titan Tire and Dico arranged for the disposal of a hazardous substance in violation of 42 U.S.C. § 9607(a); (b) holding Titan Tire and Dico jointly and severally liable for $5.45 million in response costs previously incurred and reported by the United States relating to the alleged violation, including enforcement costs and attorney’s fees; and (c) awarding a declaratory judgment holding Titan Tire and Dico jointly and severally liable for all additional response costs previously incurred but not yet reported or to be incurred in the future, including enforcement costs and attorney’s fees. The District Court also held Dico liable for $5.45 million in punitive damages under 42 U.S.C. § 9607(c)(3) for violating a unilateral administrative order. The punitive damages award does not apply to Titan Tire. The Company accrued a contingent liability of $6.5 million, representing $5.45 million in costs incurred by the United States and $1.05 million of additional response costs, for this order in the quarter ended September 30, 2017. As of June 30, 2019, the $6.5 million contingent liability remains outstanding.

Titan Tire and Dico appealed the case to the United States Court of Appeals for the Eighth Circuit. On April 11, 2019, the U.S. Court of Appeals for the Eighth Circuit affirmed the District Court’s September 5, 2017, order. Thereafter, Dico and Titan Tire filed a petition for rehearing with the U.S. Court of Appeals for the Eighth Circuit, which petition remains pending. While the Company believes it has meritorious arguments, the outcome of this petition cannot be predicted. As a result of the current judgment in favor of the United States, and pursuant to Iowa Code § 624.23, a judgment lien exists over Titan Tire’s real property in the State of Iowa. The United States has agreed, however, that it will take no steps to execute on this judgment lien. In exchange, Titan Tire has obtained a supersedeas bond in the amount of $6.0 million that stays enforcement of the judgment pending the outcome of the appeal and petition.






20


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

18. SEGMENT INFORMATION
 
The Company has aggregated its operating units into reportable segments based on its three customer markets: agricultural, earthmoving/construction, and consumer. These segments are based on the information used by the Chief Executive Officer to make certain operating decisions, allocate portions of capital expenditures, and assess segment performance. Segment external sales, expenses, and income from operations are determined based on the results of operations for the operating units of the Company's manufacturing facilities. Segment assets are generally determined on the basis of the tangible assets located at such operating units’ manufacturing facilities and the intangible assets associated with the acquisitions of such operating units. However, certain operating units’ property, plant and equipment balances are carried at the corporate level.

Titan is organized primarily on the basis of products being included in three market segments, with each reportable segment including wheels, tires, wheel/tire assemblies, and undercarriage systems and components.
The table below presents information about certain operating results, separated by market segments, for each of the three and six months ended June 30, 2019 and 2018 (amounts in thousands):

Three months ended
 
Six months ended

June 30,
 
June 30,
 
2019
 
2018
 
2019
 
2018
Net sales
 
 
 
 

 

Agricultural
$
164,284

 
$
186,870

 
$
356,014

 
$
381,037

Earthmoving/construction
184,782

 
198,963

 
361,527

 
387,696

Consumer
41,531

 
43,071

 
83,430

 
85,553

 
$
390,597

 
$
428,904

 
$
800,971

 
$
854,286

Gross profit
 

 
 

 
 
 
 
Agricultural
$
14,247

 
$
27,270

 
$
36,372

 
$
57,231

Earthmoving/construction
19,701

 
24,260

 
37,871

 
46,722

Consumer
4,360

 
6,782

 
9,329

 
13,920

 
$
38,308

 
$
58,312

 
$
83,572

 
$
117,873

(Loss) income from operations
 

 
 

 
 
 
 
Agricultural
$
4,365

 
$
19,002

 
$
18,293

 
$
40,323

Earthmoving/construction
5,697

 
11,575

 
11,225

 
21,528

Consumer
1,228

 
3,651

 
3,349

 
7,598

Corporate & Unallocated
(13,720
)
 
(15,264
)
 
(31,161
)
 
(31,103
)
      (Loss) income from operations
(2,430
)
 
18,964

 
1,706

 
38,346

 
 
 
 
 
 
 
 
Interest expense
(8,295
)
 
(7,672
)
 
(16,228
)
 
(15,190
)
Foreign exchange (loss) gain
(1,239
)
 
(3,610
)
 
4,484

 
(8,042
)
Other income, net
2,069

 
2,477

 
3,065

 
10,227

      (Loss) income before income taxes
$
(9,895
)
 
$
10,159

 
$
(6,973
)
 
$
25,341


Assets by segment were as follows as of the dates set forth below (amounts in thousands):
 
June 30,
2019
 
December 31,
2018
Total assets
 

 
 

Agricultural
$
443,628

 
$
464,828

Earthmoving/construction
605,586

 
543,927

Consumer
119,600

 
129,994

Corporate & Unallocated
100,714

 
112,507

 
$
1,269,528

 
$
1,251,256

 

21


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

19. FAIR VALUE MEASUREMENTS
 
Accounting standards for fair value measurements establish 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 as of the dates set forth below (amounts in thousands):
 
June 30, 2019
 
December 31, 2018
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
Derivative financial instruments asset
$
—

 
$
—

 
$
—

 
$
—

 
$
902

 
$
—

 
$
902

 
$
—



20. RELATED PARTY TRANSACTIONS
 
The Company sells products and pays commissions to companies controlled by persons related to the Chairman of the Board of Directors of the Company, Mr. Maurice Taylor. The related party is Mr. Fred Taylor, who is Mr. Maurice Taylor’s brother. The companies with which Mr. Fred Taylor is associated that do business with Titan include the following: Blacksmith OTR, LLC; F.B.T. Enterprises, Inc.; Green Carbon, Inc.; Silverstone, Inc.; and OTR Wheel Engineering, Inc.  Sales of Titan products to these companies were approximately $0.2 million and $0.5 million for the three and six months ended June 30, 2019, respectively, and approximately $0.3 million and $0.6 million for the three and six months ended June 30, 2018, respectively. Titan had trade receivables due from these companies of approximately $0.1 million at June 30, 2019, and approximately $0.2 million at December 31, 2018.  Sales commissions paid to the above companies were approximately $0.3 million and $0.8 million for the three and six months ended June 30, 2019, respectively, as compared to $0.5 million and $1.0 million for the three and six months ended June 30, 2018, respectively.
 
In July 2013, the Company entered into a Shareholders’ Agreement with OEP and RDIF to acquire Voltyre-Prom. Mr. Richard M. Cashin Jr., a director of the Company, is the President of OEP, which owned 21.4% of the joint venture at June 30, 2019.  The Shareholders’ Agreement contained a settlement put option which potentially required the Company to purchase equity interests in the joint venture from OEP and RDIF at a value set by the agreement. On January 8, 2019, the Company received notification of exercise of the put option from OEP. During the second quarter of 2019, the Company made a payment to OEP in the amount of $16 million representing the majority of the interest on the amount due to OEP. On July 30, 2019, the Titan Purchaser entered into the OEP Agreement with subsidiaries of OEP, relating to the settlement put option under the Shareholders’ Agreement that was exercised by OEP. Pursuant to the terms of the OEP Agreement, on July 31, 2019, the Titan Purchaser paid to OEP $30.7 million in cash, which, together with the Titan Purchaser’s prior payment to OEP of $16 million during the second quarter of 2019, were made in full satisfaction of the settlement put option exercised by OEP under the Shareholders’ Agreement. Immediately following the closing, OEP ceased to have any ownership interests in, and the Titan Purchaser and RDIF owned 64.3% and 35.7%, respectively, of, Voltyre-Prom. See Notes 9 and 23 for additional information.



22


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

21. ACCUMULATED OTHER COMPREHENSIVE LOSS
 
Accumulated other comprehensive loss consisted of the following for the periods presented below (amounts in thousands):
 
Currency
Translation
Adjustments
 
Unrecognized
Losses and
Prior Service
Cost
 
 
 
Total
Balance at April 1, 2019
$
(181,075
)
 
$
(32,244
)
 
$
(213,319
)
Currency translation adjustments
4,785

 
—

 
4,785

Defined benefit pension plan entries:
 

 
 

 
 

  Amortization of unrecognized losses and prior service cost,
  net of tax of $110
—

 
538

 
538

Balance at June 30, 2019
$
(176,290
)
 
$
(31,706
)
 
$
(207,996
)

 
Currency
Translation
Adjustments
 
Unrecognized
Losses and
Prior Service
Cost
 
 
 
Total
Balance at January 1, 2019
$
(175,794
)
 
$
(27,777
)
 
$
(203,571
)
Currency translation adjustments
(496
)
 
—

 
(496
)
Defined benefit pension plan entries:
 

 
 

 
 

  Amortization of unrecognized losses and prior service cost,
  net of tax of $232
—

 
1,004

 
1,004

Reclassification from AOCI to retained earnings - adoption of ASU 2018-02
—

 
(4,933
)
 
(4,933
)
Balance at June 30, 2019
$
(176,290
)
 
$
(31,706
)
 
$
(207,996
)




22. SUBSIDIARY GUARANTOR FINANCIAL INFORMATION

The senior secured notes are guaranteed by the following wholly-owned subsidiaries of the Company: Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport, and Titan Wheel Corporation of Illinois. The note guarantees are full and unconditional, joint and several obligations of the guarantors. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. See the indenture governing the senior secured notes incorporated by reference to the 2018 Form 10-K for additional information. The following condensed consolidating financial statements are presented using the equity method of accounting. Certain sales and marketing expenses recorded by non-guarantor subsidiaries have not been allocated to the guarantor subsidiaries.

23


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

(Amounts in thousands)
Condensed Consolidating Statements of Operations
For the Three Months Ended June 30, 2019
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
111,162

 
$
391,301

 
$
(111,866
)
 
$
390,597

Cost of sales
(11
)
 
99,275

 
364,891

 
(111,866
)
 
352,289

Gross profit
11

 
11,887

 
26,410

 
—

 
38,308

Selling, general and administrative expenses
2,030

 
11,596

 
22,120

 
—

 
35,746

Research and development expenses
228

 
756

 
1,560

 
—

 
2,544

Royalty expense
401

 
1,073

 
974

 
—

 
2,448

(Loss) income from operations
(2,648
)
 
(1,538
)
 
1,756

 
—

 
(2,430
)
Interest expense
(7,243
)
 
—

 
(1,052
)
 
—

 
(8,295
)
Intercompany interest income (expense)
644

 
880

 
(1,524
)
 
—

 
—

Foreign exchange gain (loss)
16

 
55

 
(1,310
)
 
—

 
(1,239
)
Other income (expense)
612

 
(798
)
 
2,255

 
—

 
2,069

(Loss) income before income taxes
(8,619
)
 
(1,401
)
 
125

 
—

 
(9,895
)
(Benefit) provision for income taxes
(7,676
)
 
132

 
4,326

 
—

 
(3,218
)
Equity in earnings of subsidiaries
(5,734
)
 
—

 
(205
)
 
5,939

 
—

Net (loss) income
(6,677
)
 
(1,533
)
 
(4,406
)
 
5,939

 
(6,677
)
Net loss attributable to noncontrolling interests
—

 
—

 
(253
)
 
—

 
(253
)
Net (loss) income attributable to Titan
$
(6,677
)
 
$
(1,533
)
 
$
(4,153
)
 
$
5,939

 
$
(6,424
)


(Amounts in thousands)
Condensed Consolidating Statements of Operations
For the Three Months Ended June 30, 2018
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
166,757

 
$
262,147

 
$
—

 
$
428,904

Cost of sales
138

 
140,208

 
230,246

 
—

 
370,592

Gross (loss) profit
(138
)
 
26,549

 
31,901

 
—

 
58,312

Selling, general and administrative expenses
1,678

 
16,985

 
15,297

 
—

 
33,960

Research and development expenses
253

 
983

 
1,518

 
—

 
2,754

Royalty expense
628

 
940

 
1,066

 
—

 
2,634

(Loss) income from operations
(2,697
)
 
7,641

 
14,020

 
—

 
18,964

Interest expense
(6,826
)
 
—

 
(846
)
 
—

 
(7,672
)
Intercompany interest income (expense)
628

 
909

 
(1,537
)
 
—

 
—

Foreign exchange loss
—

 
(662
)
 
(2,948
)
 
—

 
(3,610
)
Other income (loss)
959

 
(147
)
 
1,665

 
—

 
2,477

(Loss) income before income taxes
(7,936
)
 
7,741

 
10,354

 
—

 
10,159

(Benefit) provision for income taxes
(2,390
)
 
3,044

 
1,029

 
—

 
1,683

Equity in earnings of subsidiaries
14,022

 
—

 
209

 
(14,231
)
 
—

Net income (loss)
8,476

 
4,697

 
9,534

 
(14,231
)
 
8,476

Net income attributable to noncontrolling interests
—

 
—

 
40

 
—

 
40

Net income (loss) attributable to Titan
$
8,476

 
$
4,697

 
$
9,494

 
$
(14,231
)
 
$
8,436


24


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

(Amounts in thousands)
Condensed Consolidating Statements of Operations
For the Six Months Ended June 30, 2019
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
235,943

 
$
801,576

 
$
(236,548
)
 
$
800,971

Cost of sales
141

 
205,791

 
748,015

 
(236,548
)
 
717,399

Gross (loss) profit
(141
)
 
30,152

 
53,561

 
—

 
83,572

Selling, general and administrative expenses
3,181

 
23,204

 
45,266

 
—

 
71,651

Research and development expenses
492

 
1,585

 
3,084

 
—

 
5,161

Royalty expense
1,064

 
2,145

 
1,845

 
—

 
5,054

(Loss) income from operations
(4,878
)
 
3,218

 
3,366

 
—

 
1,706

Interest expense
(14,170
)
 
—

 
(2,058
)
 
—

 
(16,228
)
Intercompany interest income (expense)
1,274

 
1,890

 
(3,164
)
 
—

 
—

Foreign exchange (loss) gain
(22
)
 
(4
)
 
4,510

 
—

 
4,484

Other income (expense)
943

 
(1,077
)
 
3,199

 
—

 
3,065

(Loss) income before income taxes
(16,853
)
 
4,027

 
5,853

 
—

 
(6,973
)
(Benefit) provision for income taxes
(7,026
)
 
283

 
5,440

 
—

 
(1,303
)
Equity in earnings of subsidiaries
4,157

 
—

 
531

 
(4,688
)
 
—

Net (loss) income
(5,670
)
 
3,744

 
944

 
(4,688
)
 
(5,670
)
Net loss attributable to noncontrolling interests
—

 
—

 
(1,224
)
 
—

 
(1,224
)
Net (loss) income attributable to Titan
$
(5,670
)
 
$
3,744

 
$
2,168

 
$
(4,688
)
 
$
(4,446
)


(Amounts in thousands)
Condensed Consolidating Statements of Operations
For the Six Months Ended June 30, 2018
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
337,517

 
$
516,769

 
$
—

 
$
854,286

Cost of sales
246

 
281,738

 
454,429

 
—

 
736,413

Gross (loss) profit
(246
)
 
55,779

 
62,340

 
—

 
117,873

Selling, general and administrative expenses
2,873

 
32,260

 
33,466

 
—

 
68,599

Research and development expenses
493

 
1,969

 
3,169

 
—

 
5,631

Royalty expense
881

 
2,453

 
1,963

 
—

 
5,297

(Loss) income from operations
(4,493
)
 
19,097

 
23,742

 
—

 
38,346

Interest expense
(13,639
)
 
—

 
(1,551
)
 
—

 
(15,190
)
Intercompany interest income (expense)
1,251

 
1,922

 
(3,173
)
 
—

 
—

Foreign exchange loss
—

 
(670
)
 
(7,372
)
 
—

 
(8,042
)
Other income (expense)
6,628

 
(313
)
 
3,912

 
—

 
10,227

(Loss) income before income taxes
(10,253
)
 
20,036

 
15,558

 
—

 
25,341

(Benefit) provision for income taxes
(12,456
)
 
7,304

 
6,049

 
—

 
897

Equity in earnings of subsidiaries
22,241

 
—

 
4,546

 
(26,787
)
 
—

Net income (loss)
24,444

 
12,732

 
14,055

 
(26,787
)
 
24,444

Net loss attributable to noncontrolling interests
—

 
—

 
(1,639
)
 
—

 
(1,639
)
Net income (loss) attributable to Titan
$
24,444

 
$
12,732

 
$
15,694

 
$
(26,787
)
 
$
26,083



25


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

(Amounts in thousands)
Condensed Consolidating Statements of Comprehensive Income (Loss)
For the Three Months Ended June 30, 2019
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net (loss) income
$
(6,677
)
 
$
(1,533
)
 
$
(4,406
)
 
$
5,939

 
$
(6,677
)
Currency translation adjustment
5,423

 
—

 
5,423

 
(5,423
)
 
5,423

Pension liability adjustments, net of tax
538

 
753

 
(215
)
 
(538
)
 
538

Comprehensive (loss) income
(716
)
 
(780
)
 
802

 
(22
)
 
(716
)
Net comprehensive income attributable to redeemable and noncontrolling interests
—

 
—

 
385

 
—

 
385

Comprehensive (loss) income attributable to Titan
$
(716
)
 
$
(780
)
 
$
417

 
$
(22
)
 
$
(1,101
)


(Amounts in thousands)
Condensed Consolidating Statements of Comprehensive Income (Loss)
For the Three Months Ended June 30, 2018
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net income (loss)
$
8,476

 
$
4,697

 
$
9,534

 
$
(14,231
)
 
$
8,476

Currency translation adjustment
(38,338
)
 
—

 
(38,338
)
 
38,338

 
(38,338
)
Pension liability adjustments, net of tax
690

 
646

 
44

 
(690
)
 
690

Comprehensive (loss) income
(29,172
)
 
5,343

 
(28,760
)
 
23,417

 
(29,172
)
Net comprehensive loss attributable to redeemable and noncontrolling interests
—

 
—

 
(2,185
)
 
—

 
(2,185
)
Comprehensive (loss) income attributable to Titan
$
(29,172
)
 
$
5,343

 
$
(26,575
)
 
$
23,417

 
$
(26,987
)



(Amounts in thousands)
Condensed Consolidating Statements of Comprehensive Income (Loss)
For the Six Months Ended June 30, 2019
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net (loss) income
$
(5,670
)
 
$
3,744

 
$
944

 
$
(4,688
)
 
$
(5,670
)
Currency translation adjustment
1,044

 
—

 
1,044

 
(1,044
)
 
1,044

Pension liability adjustments, net of tax
1,004

 
1,506

 
(502
)
 
(1,004
)
 
1,004

Comprehensive (loss) income
(3,622
)
 
5,250

 
1,486

 
(6,736
)
 
(3,622
)
Net comprehensive income attributable to redeemable and noncontrolling interests
—

 
—

 
317

 
—

 
317

Comprehensive (loss) income attributable to Titan
$
(3,622
)
 
$
5,250

 
$
1,169

 
$
(6,736
)
 
$
(3,939
)
 
 
 
 
 
 
 
 
 
 


26


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

(Amounts in thousands)
Condensed Consolidating Statements of Comprehensive Income (Loss)
For the Six Months Ended June 30, 2018
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net income (loss)
$
24,444

 
$
12,732

 
$
14,055

 
$
(26,787
)
 
$
24,444

Currency translation adjustment
(30,276
)
 
—

 
(30,276
)
 
30,276

 
(30,276
)
Pension liability adjustments, net of tax
1,573

 
1,292

 
281

 
(1,573
)
 
1,573

Comprehensive (loss) income
(4,259
)
 
14,024

 
(15,940
)
 
1,916

 
(4,259
)
Net comprehensive loss attributable to redeemable and noncontrolling interests
—

 
—

 
(3,225
)
 
—

 
(3,225
)
Comprehensive (loss) income attributable to Titan
$
(4,259
)
 
$
14,024

 
$
(12,715
)
 
$
1,916

 
$
(1,034
)
 
 
 
 
 
 
 
 
 
 



(Amounts in thousands)
Condensed Consolidating Balance Sheets
June 30, 2019
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
6,352

 
$
3

 
$
60,011

 
$
—

 
$
66,366

Accounts receivable, net
—

 
73

 
271,933

 
—

 
272,006

Inventories
—

 
55,796

 
329,572

 
—

 
385,368

Prepaid and other current assets
2,996

 
17,740

 
41,737

 
—

 
62,473

Total current assets
9,348

 
73,612

 
703,253

 
—

 
786,213

Property, plant and equipment, net
11,311

 
94,374

 
270,312

 
—

 
375,997

Investment in subsidiaries
750,874

 
—

 
65,574

 
(816,448
)
 
—

Other assets
2,721

 
4,970

 
99,627

 
—

 
107,318

Total assets
$
774,254

 
$
172,956

 
$
1,138,766

 
$
(816,448
)
 
$
1,269,528

Liabilities and Equity
 

 
 

 
 

 
 

 
 

Short-term debt
$
456

 
$
—

 
$
70,910

 
$
—

 
$
71,366

Accounts payable
4,532

 
27,947

 
176,943

 
—

 
209,422

Other current liabilities
16,345

 
21,026

 
74,463

 
—

 
111,834

Total current liabilities
21,333

 
48,973

 
322,316

 
—

 
392,622

Long-term debt
437,903

 
—

 
7,485

 
—

 
445,388

Other long-term liabilities
5,123

 
19,597

 
63,190

 
—

 
87,910

Intercompany accounts
17,379

 
(407,724
)
 
390,345

 
—

 
—

Redeemable noncontrolling interest
—

 
—

 
55,517

 
—

 
55,517

Titan shareholders' equity
292,516

 
512,110

 
294,756

 
(816,448
)
 
282,934

Noncontrolling interests
—

 
—

 
5,157

 
—

 
5,157

Total liabilities and equity
$
774,254

 
$
172,956

 
$
1,138,766

 
$
(816,448
)
 
$
1,269,528


27


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

(Amounts in thousands)
Condensed Consolidating Balance Sheets
December 31, 2018
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
23,630

 
$
4

 
$
58,051

 
$
—

 
$
81,685

Accounts receivable, net
—

 
—

 
241,832

 
—

 
241,832

Inventories
—

 
68,858

 
326,877

 
—

 
395,735

Prepaid and other current assets
3,853

 
18,845

 
37,531

 
—

 
60,229

Total current assets
27,483

 
87,707

 
664,291

 
—

 
779,481

Property, plant and equipment, net
12,493

 
98,856

 
273,523

 
—

 
384,872

Investment in subsidiaries
749,645

 
—

 
66,308

 
(815,953
)
 
—

Other assets
6,268

 
944

 
79,691

 
—

 
86,903

Total assets
$
795,889

 
$
187,507

 
$
1,083,813

 
$
(815,953
)
 
$
1,251,256

Liabilities and Equity
 

 
 

 
 

 
 

 
 

Short-term debt
$
419

 
$
—

 
$
51,466

 
$
—

 
$
51,885

Accounts payable
1,447

 
29,922

 
180,760

 
—

 
212,129

Other current liabilities
22,065

 
20,051

 
68,938

 
—

 
111,054

Total current liabilities
23,931

 
49,973

 
301,164

 
—

 
375,068

Long-term debt
396,700

 
—

 
12,872

 
—

 
409,572

Other long-term liabilities
9,268

 
17,521

 
49,917

 
—

 
76,706

Intercompany accounts
77,363

 
(390,382
)
 
313,019

 
—

 
—

Redeemable noncontrolling interest
—

 
—

 
119,813

 
—

 
119,813

Titan shareholders' equity
288,627

 
510,395

 
295,979

 
(815,953
)
 
279,048

Noncontrolling interests
—

 
—

 
(8,951
)
 
—

 
(8,951
)
Total liabilities and equity
$
795,889

 
$
187,507

 
$
1,083,813

 
$
(815,953
)
 
$
1,251,256






28


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

(Amounts in thousands)
Condensed Consolidating Statements of Cash Flows
For the Six Months Ended June 30, 2019
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidated
Net cash (used for) provided by operating activities
$
(16,658
)
 
$
4,213

 
$
2,444

 
$
(10,001
)
Cash flows from investing activities:
 

 
 

 
 

 
 

Capital expenditures
(21
)
 
(4,396
)
 
(12,308
)
 
(16,725
)
Payment related to redeemable noncontrolling interest
(41,000
)
 
—

 
—

 
(41,000
)
Other, net
—

 
182

 
1,053

 
1,235

Net cash used for investing activities
(41,021
)
 
(4,214
)
 
(11,255
)
 
(56,490
)
Cash flows from financing activities:
 

 
 

 
 

 
 

Proceeds from borrowings
50,000

 
—

 
42,723

 
92,723

Payment on debt
(9,000
)
 
—

 
(33,083
)
 
(42,083
)
Dividends paid
(599
)
 
—

 
—

 
(599
)
Net cash provided by financing activities
40,401

 
—

 
9,640

 
50,041

Effect of exchange rate change on cash
—

 
—

 
1,131

 
1,131

Net (decrease) increase in cash and cash equivalents
(17,278
)
 
(1
)
 
1,960

 
(15,319
)
Cash and cash equivalents, beginning of period
23,630

 
4

 
58,051

 
81,685

Cash and cash equivalents, end of period
$
6,352

 
$
3

 
$
60,011

 
$
66,366

 

(Amounts in thousands)
Condensed Consolidating Statements of Cash Flows
For the Six Months Ended June 30, 2018
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidated
Net cash (used for) provided by operating activities
$
(24,585
)
 
$
3,265

 
$
(8,607
)
 
$
(29,927
)
Cash flows from investing activities:
 

 
 

 
 

 
 

Capital expenditures
(83
)
 
(3,274
)
 
(15,059
)
 
(18,416
)
Other, net
220

 
1

 
663

 
884

Net cash provided by (used for) investing activities
137

 
(3,273
)
 
(14,396
)
 
(17,532
)
Cash flows from financing activities:
 

 
 

 
 

 
 

Proceeds from borrowings
—

 
—

 
40,078

 
40,078

Payment on debt
—

 
—

 
(24,527
)
 
(24,527
)
Dividends paid
(598
)
 
—

 
—

 
(598
)
Net cash (used for) provided by financing activities
(598
)

—


15,551


14,953

Effect of exchange rate change on cash
—

 
—

 
(4,573
)
 
(4,573
)
Net decrease in cash and cash equivalents
(25,046
)
 
(8
)
 
(12,025
)
 
(37,079
)
Cash and cash equivalents, beginning of period
59,740

 
13

 
83,817

 
143,570

Cash and cash equivalents, end of period
$
34,694

 
$
5

 
$
71,792

 
$
106,491


29


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

23. SUBSEQUENT EVENTS

The Company, in partnership with OEP and RDIF, previously acquired all of the equity interests in Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia. The Company is party to the Shareholders' Agreement which was entered into in connection with the acquisition of Voltyre-Prom. The agreement contains a settlement put option which was exercisable during a six-month period beginning July 9, 2018. The settlement put option required Titan to purchase the equity interests from OEP and RDIF in Voltyre-Prom with cash or Titan common stock, at a value set by the agreement.

On January 8, 2019, the Company received notification of exercise of the put option from OEP. During the second quarter of 2019, the Company made a payment to OEP in the amount of $16 million representing the majority of the interest on the amount due to OEP. On July 30, 2019, the Titan Purchaser, a subsidiary of the Company, entered into the OEP Agreement with subsidiaries of OEP, relating to the settlement put option under the Shareholders' Agreement that was exercised by OEP. Pursuant to the terms of the OEP Agreement, on July 31, 2019, the Titan Purchaser paid OEP $30.7 million in cash, which together with the $16 million paid to OEP during the second quarter of 2019, fully satisfies the settlement put option exercised by OEP under the Shareholders' Agreement. Immediately following the closing, OEP ceased to have any ownership interest in, and the Titan Purchaser and RDIF owned 64.3% and 35.7%, respectively, of Voltyre-Prom.

The Company has included the results of Voltyre-Prom in the Company's condensed consolidated statements, as Voltyre-Prom was a variable interest entity for which Titan was the primary beneficiary. Titan will continue to include the results of Voltyre-Prom in the Company's condensed consolidated statements with a decrease in the noncontrolling interest.

30


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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's discussion and analysis of financial condition and results of operations (MD&A) is designed to provide a reader of the financial statements included in this quarterly report 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 that may affect the Company's future results. The MD&A in this quarterly report should be read in conjunction with the condensed consolidated financial statements and other financial information included elsewhere in this quarterly report and the MD&A and audited consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 7, 2019 (the 2018 Form 10-K).

FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements, which are covered by the "Safe Harbor for Forward-Looking Statements" provided by the Private Securities Litigation Reform Act of 1995. Readers can identify these statements by the fact that they do not relate strictly to historical or current facts. The Company tried to identify forward-looking statements in this quarterly report by using words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” and “believes,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could.” These forward-looking statements include, among other items:
•
The Company's financial performance;
•
Anticipated trends in the Company’s business;
•
Expectations with respect to the end-user markets into which the Company sells its products (including agricultural equipment, earthmoving/construction equipment, and consumer products);
•
Future expenditures for capital projects;
•
The Company’s ability to continue to control costs and maintain quality;
•
The Company's ability to meet 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; and
•
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 current expectations and assumptions about future events and are subject to a number of risks, uncertainties, and changes in circumstances that are difficult to predict, including, but not limited to, the factors discussed in Part 1, Item 1A, Risk Factors, of the 2018 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 a recession on the Company and its customers and suppliers;
•
Changes in the Company’s end-user markets into which the Company sells its products as a result of world economic or regulatory influences or otherwise;
•
Changes in the marketplace, including new products and pricing changes by the Company’s competitors;
•
Ability to maintain satisfactory labor relations;
•
Unfavorable outcomes of legal proceedings;
•
The Company's ability to comply with current or future regulations applicable to the Company's business and the industry in which it competes or any actions taken or orders issued by regulatory authorities;
•
Availability and price of raw materials;
•
Levels of operating efficiencies;
•
The effects of the Company's indebtedness and its compliance with the terms thereof;
•
Changes in the interest rate environment and their effects on the Company's outstanding indebtedness;

31


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


•
Unfavorable product liability and warranty claims;
•
Actions of domestic and foreign governments, including the imposition of additional tariffs;
•
Geopolitical and economic uncertainties relating to the countries in which the Company operates or does business;
•
Risks associated with acquisitions, including difficulty in integrating operations and personnel, disruption of ongoing business, and increased expenses;
•
Results of investments;
•
The effects of potential processes to explore various strategic transactions, including potential dispositions;
•
Fluctuations in currency translations;
•
Climate change and related laws and regulations;
•
Risks associated with environmental laws and regulations;
•
Risks relating to our manufacturing facilities, including that any of our material facilities may become inoperable; and
•
Risks related to financial reporting, internal controls, tax accounting, and information systems.
Any changes in such factors could lead to significantly different results.  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 the forward-looking statements.  Forward-looking statements included in this report speak only as of the date of this report. 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 and assumptions contained in this report will in fact transpire. The reader should not place undue reliance on the forward-looking statements included in this report or that may be made elsewhere from time to time by the Company, or on its behalf. All forward-looking statements attributable to Titan are expressly qualified by these cautionary statements.

OVERVIEW
Titan International, Inc., together with its subsidiaries, is a global manufacturer of off-highway wheels, tires, assemblies and undercarriage products. As a leading manufacturer in the off-highway industry, Titan produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction, and consumer markets. Titan manufactures and sells certain tires under the Goodyear Farm Tire and Titan Tire brands and has complete research and development test facilities to validate wheel and rim designs.
 
Agricultural Segment: Titan's agricultural rims, wheels, tires, and undercarriage systems and components are manufactured for use on various agricultural 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 distribution centers. The wheels and rims range in diameter from nine inches to 54 inches, with the 54 inch diameter being the largest agricultural wheel manufactured in North America. Titan’s agricultural tires range from approximately one foot to approximately seven feet in outside diameter and from five inches to 55 inches in width.  The Company offers the added value of delivering a complete wheel and tire assembly to OEM and aftermarket customers.
 
Earthmoving/Construction Segment: The Company manufactures rims, wheels, tires, and undercarriage systems and components for various types of off-the-road (OTR) earthmoving, mining, military, construction, and forestry equipment, including skid steers, aerial lifts, cranes, graders and levelers, scrapers, self-propelled shovel loaders, articulated dump trucks, load transporters, haul trucks, backhoe loaders, crawler tractors, lattice cranes, shovels, and hydraulic excavators. The Company provides a broad range of earthmoving/construction wheels and tires with the wheels ranging in diameter from 15 to 63 inches and in weight from 125 to 7,000 pounds, while the tires range from approximately three to 13 feet in outside diameter and weigh between 50 to 12,500 pounds. The Company offers the added value of wheel and tire assembly for certain applications in the earthmoving/construction segment.
 
Consumer Segment: Titan manufactures bias truck tires in Latin America and light truck tires in Russia. Titan also offers select products for ATVs, turf, and golf cart applications. This segment also includes sales that do not readily fall into the Company's other segments.
 

32


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

The Company’s top customers include global leaders in agricultural and construction equipment manufacturing and include AGCO Corporation, Caterpillar Inc., CNH Global N.V., Deere & Company, Hitachi, Ltd., Kubota Corporation, Liebherr, and Volvo, 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.

MARKET CONDITIONS AND OUTLOOK

AGRICULTURAL MARKET OUTLOOK
Agriculture-related commodity prices have recently rebounded somewhat, but remain low as a result of ongoing tariffs and trade concerns. Within North America, a delayed planting season caused by extraordinarily bad weather this spring is causing farmers to become more cautious about large equipment purchases. Most major OEMs are forecasting flat to modest growth in agricultural equipment sales (0% to 5%) during 2019 within most regions, while after-market spending has been reduced in recent months due to the uncertainty in the market caused by weather and trade. Many variables, including weather, volatility in the price of commodities, grain prices, export markets, foreign currency exchange rates, government policies, subsidies, and the demand for used equipment can greatly impact the Company's performance in the agricultural market in a given period.

EARTHMOVING/CONSTRUCTION MARKET OUTLOOK
The earthmoving/construction market had a strong start in the beginning of 2019, while the second quarter experienced some moderation due to global economic volatility. Demand for larger construction equipment used for highways and infrastructure has been steady after several years of strong growth, and mining industry equipment demand continues to steadily increase within certain regions in 2019. Construction is mainly driven by GDP by country and the need for infrastructure developments. Mining is primarily driven by both the demand and pricing of commodities. Demand for Titan's products in this market is anticipated to be steady and modestly improve throughout the remainder of 2019. Demand for small and medium-sized earthmoving/construction equipment used in the housing and commercial construction sectors is anticipated to experience flat to slight growth. The earthmoving/construction segment is affected by many variables, including commodity prices, road construction, infrastructure, government appropriations, housing starts, and other macroeconomic drivers.

CONSUMER MARKET OUTLOOK
The consumer market consists of several different distinct product lines within different regions. These products include light truck tires, turf equipment, specialty products, and train brakes. Overall, the Company expects flat to modest growth within this market during 2019. The consumer segment is affected by many variables including consumer spending, interest rates, government policies, and other macroeconomic drivers.


RESULTS OF OPERATIONS

Titan International, Inc.
Three months ended
 
Six months ended
(amounts in thousands)
June 30,
 
June 30,
 
2019
 
2018
 
% Increase/(Decrease)
 
2019
 
2018
 
% Increase/(Decrease)
Net sales
$
390,597

 
$
428,904

 
(8.9
)%
 
$
800,971

 
$
854,286

 
(6.2
)%
Gross profit
38,308

 
58,312

 
(34.3
)%
 
83,572

 
117,873

 
(29.1
)%
  Gross profit %
9.8
%
 
13.6
%
 
 
 
10.4
%
 
13.8
%
 
 
Selling, general and administrative expenses
35,746

 
33,960

 
5.3
 %
 
71,651

 
68,599

 
4.4
 %
Research and development expenses
2,544

 
2,754

 
(7.6
)%
 
5,161

 
5,631

 
(8.3
)%
Royalty expense
2,448

 
2,634

 
(7.1
)%
 
5,054

 
5,297

 
(4.6
)%
(Loss) income from operations
(2,430
)
 
18,964

 
(112.8
)%
 
1,706

 
38,346

 
(95.6
)%


33


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

Net Sales
Net sales for the second quarter of 2019 were $390.6 million, compared to $428.9 million in the comparable quarter of 2018, a decrease of 8.9% driven by sales decreases in all segments. Overall net sales volume was down 4.3% from the comparable prior year quarter, due primarily to increasingly volatile conditions in the North American agricultural segment, primarily caused by wet weather conditions which have persisted in many of the farming regions, and ongoing global trade issues. In addition, sales were negatively impacted by continued challenging market conditions in Russia and Europe. Unfavorable changes in price/mix negatively impacted net sales by 0.8%, while unfavorable currency translation further decreased net sales by 3.8%.

Net sales for the six months ended June 30, 2019, were $801.0 million, compared to $854.3 million in the comparable period of 2018, a decrease of 6.2% driven by sales decreases in all segments. Overall net sales volume was down 3.9% from the comparable prior year period, due primarily to the market challenges in Russia and volatility in the North American and European agricultural segments, as a result of the issues described earlier. Unfavorable currency translation further decreased net sales by 4.8%. Favorable price/mix partially offset these decreases with a 2.5% positive impact on net sales.

Gross Profit
Gross profit for the second quarter of 2019 was $38.3 million, or 9.8% of net sales, down $20.0 million compared to $58.3 million, or 13.6% of net sales, for the second quarter of 2018. The decrease in gross profit was driven by the impact of lower sales volume across most geographic regions and effects of currency devaluation, especially in Europe, Latin America, and Russia. Gross profit margins in the U.S. were impacted by rapidly changing market conditions where sales volume decreased and there was limited ability in the period to trim production costs. Gross profit and margins were also impacted by performance in the North American wheel business.  While sales were relatively flat versus the prior year and material costs have been declining recently, sales primarily came from elevated inventory levels from earlier in the year where production costs were higher as we prepared for the ERP transition and the expectation of increased demand in the market.

Gross profit for the six months ended June 30, 2019, was $83.6 million, or 10.4% of net sales, compared to $117.9 million, or 13.8% of net sales, for the six months ended June 30, 2018. The decrease in gross profit was primarily due to a decrease of sales in all segments which resulted from lower volume and unfavorable currency impact. Additionally, North American gross profit and margins were negatively impacted by short term impacts from higher costs of inventory sold in the first quarter, the impact of higher production costs, and decreased sales volumes during the second quarter.

Selling, General and Administrative Expenses
Selling, general and administrative (SG&A) expenses for the second quarter of 2019 were $35.7 million, or 9.2% of net sales, compared to $34.0 million, or 7.9% of net sales, for the second quarter of 2018.  The increase in SG&A primarily related to certain investments in information technology in North America and an increase in legal fees. SG&A expenses for the six months ended June 30, 2019, were $71.7 million, or 8.9% of net sales, compared to $68.6 million, or 8.0% of net sales, for the six months ended June 30, 2018.  The increase was primarily due to certain investments in information technology in North America and additional legal fees.
 
Research and Development Expenses
Research and development (R&D) expenses for the second quarter of 2019 were $2.5 million, or 0.7% of net sales, compared to $2.8 million, or 0.6% of net sales, for the second quarter of 2018. R&D expenses for the six months ended June 30, 2019, were $5.2 million, or 0.6% of net sales, were slightly favorable compared to $5.6 million, or 0.7% of net sales, for the comparable period in 2018. R&D spending reflects initiatives to improve product designs and an ongoing focus on quality.
 
Royalty Expense
The Company has trademark license agreements with The Goodyear Tire & Rubber Company to manufacture and sell certain farm tires under the Goodyear name. These agreements cover sales in North America, Latin America, Europe, the Middle East, Africa, Russia, and other Commonwealth of Independent States countries. Each of these agreements is scheduled to expire in 2025.

Royalty expenses for the second quarter of 2019 were $2.4 million, or 0.6% of net sales, compared to $2.6 million, or 0.6% of net sales, for the second quarter of 2018. Royalty expenses for the six months ended June 30, 2019, were $5.1 million, or 0.6% of net sales, compared to $5.3 million, or 0.6% of net sales, for the six months ended June 30, 2018.


34


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


Income (Loss) from Operations
Loss from operations for the second quarter of 2019 was $2.4 million, compared to income of $19.0 million for the second quarter of 2018. Income from operations for the six months ended June 30, 2019, was $1.7 million, compared to $38.3 million for the six months ended June 30, 2018. The decrease in income from operations for these periods was primarily driven by lower net sales and the net result of the items previously discussed in this quarterly report. 

OTHER PROFIT/LOSS ITEMS

Interest Expense
Interest expense was $8.3 million and $7.7 million for the quarters ended June 30, 2019 and 2018, respectively, and $16.2 million and $15.2 million for the six months ended June 30, 2019 and 2018, respectively. The increase in interest expense was primarily due to increased borrowings under Titan's revolving credit facility and increases in borrowing rates.
  
Foreign Exchange Gain (Loss)
Foreign exchange loss was $1.2 million for the second quarter of 2019, compared to loss of $3.6 million for the second quarter of 2018. Foreign exchange gain was $4.5 million for the six months ended June 30, 2019, compared to loss of $8.0 million for the six months ended June 30, 2018. Foreign currency gain or loss is the result of the translation of intercompany loans at certain foreign subsidiaries which are denominated in local currencies rather than the reporting currency, which is the United States dollar. Since such loans are expected to be settled in cash at some point in the future, these loans are adjusted each reporting period to reflect the current exchange rates.

Other Income
Other income was $2.1 million for the quarter ended June 30, 2019, as compared to $2.5 million in the comparable quarter of 2018.  The decrease in other income for the quarter ended June 30, 2019, as compared to the same period in 2018 is primarily attributable to lower equity investment income.

Other income was $3.1 million for the six months ended June 30, 2019, as compared to $10.2 million in the comparable period of 2018.  The decrease in other income for the quarter ended June 30, 2019, as compared to the comparable period in 2018 is primarily attributable to a non-recurring legal settlement in 2018 and lower equity investment income.

Provision (Benefit) for Income Taxes
The Company recorded income tax benefit of $3.2 million and income tax expense of $1.7 million for the quarters ended June 30, 2019 and 2018, respectively. For the six months ended June 30, 2019 and 2018, the Company recorded income tax benefit of $1.3 million and income tax expense of $0.9 million, respectively. The Company's effective income tax rate was 33% and 17% for the quarters ended June 30, 2019 and 2018, and 19% and 4% for the six months ended June 30, 2019 and 2018, respectively.

The Company’s 2019 and 2018 income tax expense and rates differed from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of U.S. and certain foreign jurisdictions that incurred a full valuation allowance on deferred tax assets created by current year projected losses and a reduction of the liability for unrecognized tax positions. In addition, there were non-deductible royalty expenses and statutorily required income adjustments made in certain foreign jurisdictions that negatively impacted the tax rate for the six months ended June 30, 2019 and 2018.

Net Income (Loss) and Earnings (Loss) per Share
Net loss for the second quarter of 2019 was $6.7 million, compared to net income of $8.5 million in the comparable quarter of 2018. For the quarters ended June 30, 2019 and 2018, basic and diluted earnings (loss) per share were $(0.12) and $0.06, respectively. The Company's net loss and earnings per share were due to the items previously discussed.

Net loss for the six months ended June 30, 2019 was $5.7 million, compared to net income of $24.4 million in the comparable period of 2018. For the six months ended June 30, 2019 and 2018, basic and diluted earnings (loss) per share were $(0.10) and $0.32, respectively. The Company's net loss and earnings per share were due to the items previously discussed.



35


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

SEGMENT INFORMATION

Segment Summary (amounts in thousands):
Three months ended
June 30, 2019
 
Agricultural
 
Earthmoving/
Construction
 
Consumer
 
Corporate/ Unallocated
 Expenses
 
Consolidated
 Totals
Net sales
 
$
164,284

 
$
184,782

 
$
41,531

 
$
—

 
$
390,597

Gross profit
 
14,247

 
19,701

 
4,360

 
—

 
38,308

Income (loss) from operations
 
4,365

 
5,697

 
1,228

 
(13,720
)
 
(2,430
)
Three months ended
June 30, 2018
 
 

 
 

 
 

 
 

 
 

Net sales
 
$
186,870

 
$
198,963

 
$
43,071

 
$
—

 
$
428,904

Gross profit
 
27,270

 
24,260

 
6,782

 
—

 
58,312

Income (loss) from operations
 
19,002

 
11,575

 
3,651

 
(15,264
)
 
18,964


Six months ended
June 30, 2019
 
Agricultural
 
Earthmoving/
Construction
 
Consumer
 
Corporate/ Unallocated
 Expenses
 
Consolidated
 Totals
Net sales
 
$
356,014

 
$
361,527

 
$
83,430

 
$
—

 
$
800,971

Gross profit
 
36,372

 
37,871

 
9,329

 
—

 
83,572

Income (loss) from operations
 
18,293

 
11,225

 
3,349

 
(31,161
)
 
1,706

Six months ended
June 30, 2018
 
 

 
 

 
 

 
 

 
 

Net sales
 
$
381,037

 
$
387,696

 
$
85,553

 
$
—

 
$
854,286

Gross profit
 
57,231

 
46,722

 
13,920

 
—

 
117,873

Income (loss) from operations
 
40,323

 
21,528

 
7,598

 
(31,103
)
 
38,346


Agricultural Segment Results
Agricultural segment results for the periods presented below were as follows:
(Amounts in thousands)
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2019
 
2018
 
% Increase/(Decrease)
 
2019
 
2018
 
% Increase/(Decrease)
Net sales
$
164,284

 
$
186,870

 
(12.1
)%
 
$
356,014

 
$
381,037

 
(6.6
)%
Gross profit
14,247

 
27,270

 
(47.8
)%
 
36,372

 
57,231

 
(36.4
)%
Income from operations
4,365

 
19,002

 
(77.0
)%
 
18,293

 
40,323

 
(54.6
)%
    

36


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

Net sales in the agricultural segment were $164.3 million for the quarter ended June 30, 2019, as compared to $186.9 million for the comparable period in 2018, a decrease of 12.1%. Lower sales volume contributed 6.5% of this decrease while unfavorable currency translation, primarily in Latin America and Europe, decreased net sales by 3.6%. Unfavorable price/mix further decreased net sales by 2.0%. Lower sales volumes were primarily caused by challenging market conditions, particularly in the United States, where wet weather conditions persisted in many of the farming regions as well as ongoing global trade issues which continue to cause uncertainty for customers.

Gross profit in the agricultural segment was $14.2 million for the quarter ended June 30, 2019, as compared to $27.3 million in the comparable quarter of 2018. The North American gross profit and margins were negatively affected by the adverse weather conditions that have persisted. Additionally, the North American operations experienced short-term impacts of decreased margins caused by rapidly changing markets and limited ability to decrease production costs during the period. Europe and Russia experienced similar impacts during the quarter. Gross profit and margins were also impacted by performance in the North American wheel business.  While sales were relatively flat compared to the prior year and material costs have been declining recently, sales primarily came from elevated inventory levels from earlier in the year where production costs were higher as we prepared for the ERP transition and the expectation of increased demand in the market. Unfavorable foreign currency translation and lower sales volume in most geographic areas also contributed to the decrease in gross profit. Income from operations in the agricultural segment was $4.4 million for the quarter ended June 30, 2019, as compared to $19.0 million for the comparable period in 2018.

Net sales in the agricultural segment were $356.0 million for the six months ended June 30, 2019, as compared to $381.0 million for the comparable period in 2018, a decrease of 6.6%. Lower sales volumes contributed 4.4% of this decrease while unfavorable currency translation in all international locations further decreased net sales by 4.7%. Favorable price/mix partially offset these decreases with a 2.5% positive impact on net sales. Lower sales volumes in the first half of 2019 were primarily a result of the difficult market conditions due to global trade issues and the adverse weather conditions mentioned earlier.

Gross profit in the agricultural segment was $36.4 million for the six months ended June 30, 2019, as compared to $57.2 million in the comparable period of 2018. Lower sales volume and unfavorable foreign currency translation drove the overall decrease in gross profit. Income from operations in the agricultural segment was $18.3 million for the six months ended June 30, 2019, as compared to $40.3 million for the comparable period in 2018.


Earthmoving/Construction Segment Results
Earthmoving/construction segment results for the periods presented below were as follows:
(Amounts in thousands)
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2019
 
2018
 
% Increase/(Decrease)
 
2019
 
2018
 
% Increase/(Decrease)
Net sales
$
184,782

 
$
198,963

 
(7.1
)%
 
$
361,527

 
$
387,696

 
(6.7
)%
Gross profit
19,701

 
24,260

 
(18.8
)%

37,871

 
46,722

 
(18.9
)%
Income from operations
5,697

 
11,575

 
(50.8
)%

11,225

 
21,528

 
(47.9
)%

The Company's earthmoving/construction segment net sales were $184.8 million for the quarter ended June 30, 2019, as compared to $199.0 million in the comparable quarter of 2018, a decrease of 7.1%. The decrease in earthmoving/construction sales was driven by decreased volume which negatively impacted net sales by 3.0%. There have been selective delays in customer expectations on deliveries from the first half of the year as market demand for original equipment has shifted, which should occur during upcoming periods. Unfavorable currency translation across all non-US geographies and an unfavorable price mix decreased net sales by 4.0% and 0.1%, respectively.
 
Gross profit in the earthmoving/construction segment was $19.7 million for the quarter ended June 30, 2019, as compared to $24.3 million in the comparable quarter of 2018. The decrease in gross profit was primarily driven by the lower sales volume which created certain production inefficiencies, and from unfavorable foreign currency translation. The Company's earthmoving/construction segment income from operations was $5.7 million for the quarter ended June 30, 2019, as compared to $11.6 million for the comparable quarter of 2018.

37


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


The Company's earthmoving/construction segment net sales were $361.5 million for the six months ended June 30, 2019, as compared to $387.7 million in the comparable period of 2018, a decrease of 6.7%. The decrease in earthmoving/construction sales was driven by decreased volume which negatively impacted net sales by 3.5%. This decrease was primarily caused by similar shifts in customer demand for deliveries that were experienced in the second quarter. Unfavorable currency translation across all non-US geographies decreased net sales by 4.7% which was partially offset by a favorable price/mix of 1.5%.
 
Gross profit in the earthmoving/construction segment was $37.9 million for the six months ended June 30, 2019, as compared to $46.7 million in the comparable period of 2018. The decrease in gross profit was primarily due to lower sales volume and unfavorable foreign currency translation. The Company's earthmoving/construction segment income from operations was $11.2 million for the six months ended June 30, 2019, as compared to $21.5 million for the comparable period of 2018.


Consumer Segment Results
Consumer segment results for the periods presented below were as follows:
(Amounts in thousands)
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2019
 
2018
 
% Increase/(Decrease)
 
2019
 
2018
 
% Increase/(Decrease)
Net sales
$
41,531

 
$
43,071

 
(3.6
)%
 
$
83,430

 
$
85,553

 
(2.5
)%
Gross profit
4,360

 
6,782

 
(35.7
)%

9,329

 
13,920

 
(33.0
)%
Income from operations
1,228

 
3,651

 
(66.4
)%

3,349

 
7,598

 
(55.9
)%

Consumer segment net sales were $41.5 million for the quarter ended June 30, 2019, as compared to $43.1 million in the comparable quarter of 2018, a decrease of approximately 3.6%. This decrease was driven by unfavorable currency translation, primarily in Latin America, of 4.2% and lower volume, which contributed an additional decrease of 1.0% to net sales. Favorable price/mix positively contributed 1.6% to net sales, partially offsetting the aforementioned variables.

Gross profit from the consumer segment was $4.4 million for the quarter ended June 30, 2019, as compared to $6.8 million for the comparable quarter of 2018 due primarily to the mix of products sold in certain geographies. Consumer segment income from operations was $1.2 million for the quarter ended June 30, 2019, as compared to $3.7 million for the comparable quarter of 2018.

Consumer segment net sales were $83.4 million for the six months ended June 30, 2019, as compared to $85.6 million in the comparable period of 2018, a decrease of approximately 2.5%. This decrease was primarily due to unfavorable currency translation in all international locations, which contributed to a 6.1% decrease to net sales, and lower volume, which contributed an additional decrease of 3.0% to net sales. Favorable price/mix contributed 6.6% to net sales, partially offsetting the aforementioned variables.

Gross profit from the consumer segment was $9.3 million for the six months ended June 30, 2019, as compared to $13.9 million for the comparable period of 2018. Consumer segment income from operations was $3.3 million for the quarter ended June 30, 2019, as compared to $7.6 million for the comparable period of 2018.

Corporate & Unallocated Expenses
Income from operations on a segment basis did not include corporate expenses totaling $13.7 million for the quarter ended June 30, 2019, and $31.2 million for the six months ended June 30, 2019, as compared to $15.3 million for the comparable quarter of 2018 and $31.1 million for the six months ended June 30, 2018, respectively.



38


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

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows
As of June 30, 2019, the Company had $66.4 million of cash, a decrease of $15.3 million from December 31, 2018, due to the following items:

Operating Cash Flows
Summary of cash flows from operating activities:
(Amounts in thousands)
Six months ended June 30,
 
 
 
2019
 
2018
 
Change
Net (loss) income
$
(5,670
)
 
$
24,444

 
$
(30,114
)
Depreciation and amortization
27,809

 
30,175

 
(2,366
)
Deferred income tax provision
156

 
287

 
(131
)
Foreign currency translation (gain) loss
(1,789
)
 
8,034

 
(9,823
)
Accounts receivable
(27,193
)
 
(70,633
)
 
43,440

Inventories
14,258

 
(47,612
)
 
61,870

Prepaid and other current assets
(1,763
)
 
(4,555
)
 
2,792

Accounts payable
(3,863
)
 
39,550

 
(43,413
)
Other current liabilities
(6,949
)
 
(660
)
 
(6,289
)
Other liabilities
(7,316
)
 
(5,212
)
 
(2,104
)
Other operating activities
2,319

 
(3,745
)
 
6,064

Cash used for operating activities
$
(10,001
)
 
$
(29,927
)
 
$
19,926


In the first six months of 2019, operating activities used $10.0 million of cash, including a negative impact from increases in accounts receivable of $27.2 million, offset by decreased inventory of $14.3 million. Included in the net loss of $5.7 million were non-cash charges for depreciation and amortization of $27.8 million and foreign currency translation gain of $1.8 million.

Operating cash flows increased $19.9 million when comparing the first six months of 2019 to the comparable period in 2018. Net income in the first six months of 2019 decreased $30.1 million from income in the first six months of 2018. When comparing the first six months of 2019 to the comparable period in 2018, cash flows from operating activities increased in inventories and accounts receivable by $61.9 million and $43.4 million, respectively.

Summary of the components of cash conversion cycle:
 
June 30,
 
December 31,
 
June 30,
 
2019
 
2018
 
2018
Days sales outstanding
63

 
61

 
60

Days inventory outstanding
105

 
115

 
96

Days payable outstanding
(57
)
 
(62
)
 
(58
)
Cash conversion cycle
111

 
114

 
98


39


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)
Six months ended June 30,
 
 
 
2019
 
2018
 
Change
Capital expenditures
$
(16,725
)
 
$
(18,416
)
 
$
1,691

Payments related to redeemable noncontrolling interest

(41,000
)
 
—

 
(41,000
)
Other investing activities
1,235

 
884

 
351

Cash used for investing activities
$
(56,490
)
 
$
(17,532
)
 
$
(38,958
)
 
Net cash used for investing activities was $56.5 million in the first six months of 2019, as compared to $17.5 million in the first six months of 2018. The Company made payments of $41 million related to satisfaction of obligations relating to the settlement put option under the Shareholders’ Agreement in the first six months of 2019. The Company invested a total of $16.7 million in capital expenditures in the first six months of 2019, compared to $18.4 million in the comparable period of 2018. The expenditures during the first six months of 2019 and 2018 represent various equipment purchases and improvements to enhance production capabilities of Titan's existing business and to maintain existing equipment.
 
Financing Cash Flows
Summary of cash flows from financing activities:
(Amounts in thousands)
Six months ended June 30,
 
 
 
2019
 
2018
 
Change
Proceeds from borrowings
$
92,723

 
$
40,078

 
$
52,645

Payment on debt
(42,083
)
 
(24,527
)
 
(17,556
)
Dividends paid
(599
)
 
(598
)
 
(1
)
Cash provided by financing activities
$
50,041

 
$
14,953

 
$
35,088

 
In the first six months of 2019, $50.0 million of cash was provided by financing activities. This cash was primarily provided through debt financing, with proceeds from borrowing providing $92.7 million, offset by payments on debt of $42.1 million.

Debt Restrictions
The Company’s revolving credit facility (credit facility) and indenture relating to the 6.50% senior secured notes due 2023 contain various restrictions, including:
•
When remaining availability under the credit facility is less than 10% of the total commitment under the credit facility ($12.5 million as of June 30, 2019), the Company is required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 (calculated quarterly on a trailing four quarter basis);
•
Limits on 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; and
•
Other customary affirmative and negative covenants.
  
These restrictions could limit the Company’s ability to respond to market conditions, provide for unanticipated capital investments, raise additional debt or equity capital, pay dividends, or take advantage of business opportunities, including future acquisitions.

40


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


Liquidity Outlook
At June 30, 2019, the Company had $66.4 million of cash and cash equivalents. At June 30, 2019, under the Company's $125 million credit facility, there were $41 million in borrowings, a $10.3 million letter of credit, and the amount available totaled $57.3 million. Titan's availability under this credit facility may be less than $125 million as a result of outstanding letters of credit and eligible accounts receivable and inventory balances at certain domestic subsidiaries. The cash and cash equivalents balance of $66.4 million included $54.0 million held in foreign countries. The Company's current plans do not demonstrate a need to repatriate the foreign amounts to fund U.S. operations. As a result of the 2017 Tax Cuts and Jobs Act, the Company can repatriate the cumulative undistributed foreign earnings back to the U.S. when needed with minimal additional taxes other than state income and foreign withholding tax. Titan expects to contribute approximately $1.6 million to its defined benefit pension plans during the remainder of 2019.

Total capital expenditures for 2019 are forecasted to be approximately $40 million. Cash payments for interest are currently forecasted to be approximately $20 million for the last six months of 2019 based on June 30, 2019, debt balances. The forecasted interest payments are comprised primarily of the semi-annual payment of approximately $13 million (paid in May and November) for the 6.50% senior secured notes.

The Company's redeemable noncontrolling interest in Voltyre-Prom includes a settlement put option that was exercisable during a six-month period beginning July 9, 2018. As of the filing date of this Form 10-Q, both shareholders have exercised their put option in accordance with the Shareholder's Agreement. See Note 9 and Note 23 to the Company's condensed consolidated financial statements regarding the Company's redeemable noncontrolling interest, the settlement put option and related subsequent events.

In the future, Titan may seek to grow by making acquisitions, which will depend in large part on its ability to identify suitable acquisition candidates, negotiate acceptable terms for their acquisition, finance those acquisitions, and successfully integrate the acquired assets or business.

Subject to the terms of the agreements governing Titan's outstanding indebtedness, the Company may finance future acquisitions with cash on hand, cash from operations, additional indebtedness, issuing additional equity securities, divestitures, and alternative financing options.

Cash and cash equivalents, totaling $66.4 million at June 30, 2019, along with anticipated internal cash flows from operations and utilization of remaining available borrowings, are expected to provide sufficient liquidity for working capital needs, debt maturities, and capital expenditures. Potential divestitures and unencumbered assets are also a means to provide for future liquidity needs.

CRITICAL ACCOUNTING ESTIMATES
There were no material changes in the Company’s Critical Accounting Estimates since the filing of the 2018 Form 10-K. As discussed in the 2018 Form 10-K, the preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates, assumptions, and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates and assumptions.  Also see Note 1 - Basis of Presentation and Significant Accounting Policies in Part I, Item 1, Notes to Condensed Consolidated Financial Statements of this Form 10-Q for a discussion of the Company’s updated accounting policies, including with respect to revenue recognition and leases.



41


TITAN INTERNATIONAL, INC.



Item 3. Quantitative and Qualitative Disclosures About Market Risk

See Item 7A - Quantitative and Qualitative Disclosures About Market Risk included in the 2018 Form 10-K. There have been no material changes in this information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
Titan management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of June 30, 2019. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2019, Titan's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by Titan in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported accurately and within the time frames specified in the SEC's rules and forms and accumulated and communicated to Titan management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls
There were no changes in internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the second quarter of fiscal 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls
Because of its inherent limitations, the Company's disclosure controls and procedures or internal control over financial reporting may not prevent or detect all misstatements or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in a cost-effective control system, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur due to simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


42


TITAN INTERNATIONAL, INC.



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is subject, from time to time, to certain legal proceedings and claims arising out of the normal course of its business, which cover a wide range of matters, including environmental issues, product liability, contracts, and labor and employment matters. See Note 17 - Litigation in Part I, Item 1, Notes to Condensed Consolidated Financial Statements of this Form 10-Q for further discussion.


Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in Item 1A. Risk Factors to the 2018 Form 10-K.


Item 6. Exhibits

10
 
 
31.1
 
 
31.2
 
 
32
 
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document




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TITAN INTERNATIONAL, INC.



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:
July 31, 2019
By:
/s/  PAUL G. REITZ
 
 
 
Paul G. Reitz
 
 
 
President and Chief Executive Officer
 
 
 
(Principal Executive Officer)

 
By:
/s/ DAVID A. MARTIN
 
 
David A. Martin
 
 
SVP and Chief Financial Officer
 
 
(Principal Financial Officer)



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