TITAN INTERNATIONAL INC - Quarter Report: 2022 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the Quarterly Period Ended: June 30, 2022


☐			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

(State or other jurisdiction of incorporation or organization)

1525 Kautz Road, Suite 600, West Chicago, IL

(Address of principal executive offices)

36-3228472

(I.R.S. Employer Identification No.)

60185

(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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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: 62,804,660 shares of common stock, $0.0001 par value, as of July 25, 2022.

TITAN INTERNATIONAL, INC.

TABLE OF CONTENTS


		Page
Part I.	Financial Information

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	1

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2022 and 2021	2

	Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	3

	Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2022 and 2021	4

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

Part II.	Other Information

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 6.	Exhibits	40

	Signatures	41

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,
	2022		2021		2022		2021

Net sales	$	572,895	$	438,639	$	1,128,892	$	842,157
Cost of sales	463,242		377,169		932,510		727,422

Gross profit	109,653		61,470		196,382		114,735
Selling, general and administrative expenses	34,669		32,566		70,896		66,594
Research and development expenses	2,238		2,528		5,158		5,081
Royalty expense	3,045		2,657		5,919		5,110

Income from operations	69,701		23,719		114,409		37,950
Interest expense	(7,707)		(8,598)		(15,614)		(16,121)
Loss on senior note repurchase	—		(16,020)		—		(16,020)
Foreign exchange gain (loss)	2,234		(768)		7,551		8,709
Other income	23,694		1,232		14,835		864
Income (loss) before income taxes	87,922		(435)		121,181		15,382
Provision for income taxes	19,001		1,991		27,682		4,585
Net income (loss)	68,921		(2,426)		93,499		10,797
Net income (loss) attributable to noncontrolling interests	1,750		347		2,406		(4)
Net income (loss) attributable to Titan and applicable to common shareholders	$	67,171	$	(2,773)	$	91,093	$	10,801



Income (loss) per common share:
Basic	$	1.07	$	(0.04)	$	1.44	$	0.18
Diluted	$	1.06	$	(0.04)	$	1.43	$	0.17
Average common shares and equivalents outstanding:
Basic	62,671		61,717		63,262		61,592
Diluted	63,221		61,717		63,773		62,480

See accompanying Notes to Condensed Consolidated Financial Statements.

TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(All amounts in thousands)


	Three months ended
	June 30,
	2022		2021
Net income (loss)	$	68,921	$	(2,426)
Derivative gain	275		225
Currency translation adjustment, net	(11,536)		14,430
Pension liability adjustments, net of tax of $(162) and $3, respectively	431		692
Comprehensive income	58,091		12,921
Net comprehensive income attributable to redeemable and noncontrolling interests	8,979		490
Comprehensive income attributable to Titan	$	49,112	$	12,431


	Six months ended
	June 30,
	2022		2021
Net income	$	93,499	$	10,797
Derivative gain	578		265
Currency translation adjustment, net	5,739		(12,748)
Pension liability adjustments, net of tax of $(344) and $(41), respectively	975		1,565
Comprehensive income (loss)	100,791		(121)
Net comprehensive income (loss) attributable to redeemable and noncontrolling interests	8,453		(374)
Comprehensive income attributable to Titan	$	92,338	$	253

See accompanying Notes to Condensed Consolidated Financial Statements.

TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share data)


	June 30, 2022		December 31, 2021

	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	116,703	$	98,108

Accounts receivable, net	299,070		255,180
Inventories	422,764		392,615

Prepaid and other current assets	90,844		67,401
Total current assets	929,381		813,304
Property, plant and equipment, net	296,832		301,109
Operating lease assets	11,845		20,945
Deferred income taxes	16,395		16,831
Other long-term assets	34,731		30,496
Total assets	$	1,289,184	$	1,182,685

Liabilities
Current liabilities
Short-term debt	$	44,059	$	32,500
Accounts payable	284,802		278,099

Other current liabilities	168,398		140,214
Total current liabilities	497,259		450,813
Long-term debt	441,121		452,451
Deferred income taxes	4,892		3,978
Other long-term liabilities	40,242		48,271
Total liabilities	983,514		955,513

Equity
Titan shareholders' equity
Common stock ($0.0001 par value, 120,000,000 shares authorized, 66,525,269 issued at June 30, 2022 and 66,492,660 at December 31, 2021)	—		—
Additional paid-in capital	562,774		562,340
Retained earnings (deficit)	5,654		(85,439)
Treasury stock (at cost, 3,750,492 shares at June 30, 2022 and 80,876 shares at December 31, 2021)	(23,848)		(1,121)

Accumulated other comprehensive loss	(245,235)		(246,480)
Total Titan shareholders’ equity	299,345		229,300
Noncontrolling interests	6,325		(2,128)
Total equity	305,670		227,172
Total liabilities and equity	$	1,289,184	$	1,182,685

See accompanying Notes to Condensed Consolidated Financial Statements.

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		Accumulated other comprehensive (loss) income		Total Titan Equity		Non-controlling interest		Total Equity
Balance January 1, 2022	66,411,784	$	562,340	$	(85,439)	$	(1,121)	$	(246,480)	$	229,300	$	(2,128)	$	227,172
Net income				23,922						23,922		656		24,578
Currency translation adjustment								18,457		18,457		(1,182)		17,275
Pension liability adjustments, net of tax								544		544				544
Derivative gain								303		303				303
Stock-based compensation	212,440	(851)				1,339				488				488
Issuance of common stock under 401(k) plan	32,609	360								360				360
Common stock repurchase	(4,032,259)					(25,000)				(25,000)				(25,000)
Balance March 31, 2022	62,624,574	$	561,849	$	(61,517)	$	(24,782)	$	(227,176)	$	248,374	$	(2,654)	$	245,720
Net income				67,171						67,171		1,750		68,921
Currency translation adjustment								(18,765)		(18,765)		7,229		(11,536)
Pension liability adjustments, net of tax								431		431				431
Derivative gain								275		275				275
Stock-based compensation	122,351	695				761				1,456				1,456
Issuance of treasury stock under 401(k) plan	27,852	230				173				403				403
Balance June 30, 2022	62,774,777	$	562,774	$	5,654	$	(23,848)	$	(245,235)	$	299,345	$	6,325	$	305,670


	Number of common shares	Additional paid-in capital		Retained (deficit) earnings		Treasury stock		Accumulated other comprehensive (loss) income		Total Titan Equity		Non-controlling interest		Total Equity
Balance January 1, 2021	61,376,981	$	532,742	$	(135,025)	$	(1,199)	$	(217,254)	$	179,264	$	(2,999)	$	176,265
Net income (loss)				13,574						13,574		(351)		13,223
Currency translation adjustment								(26,665)		(26,665)		(513)		(27,178)
Pension liability adjustments, net of tax								873		873				873
Derivative gain								40		40				40
Stock-based compensation	146,322	487				82				569				569
Issuance of common stock under 401(k) plan	70,416	340								340				340
Balance March 31, 2021	61,593,719	$	533,569	$	(121,451)	$	(1,117)	$	(243,006)	$	167,995	$	(3,863)	$	164,132
Net (loss) income				(2,773)						(2,773)		347		(2,426)
Currency translation adjustment								14,287		14,287		143		14,430
Pension liability adjustments, net of tax								692		692				692
Derivative gain								225		225				225
Stock-based compensation	578,516	787				(4)				783				783
Issuance of common stock under 401(k) plan	35,526	341								341				341
Balance June 30, 2021	62,207,761	$	534,697	$	(124,224)	$	(1,121)	$	(227,802)	$	181,550	$	(3,373)	$	178,177

See accompanying Notes to Condensed Consolidated Financial Statements.

TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(All amounts in thousands)


	Six months ended June 30,
Cash flows from operating activities:	2022		2021
Net income	$	93,499	$	10,797
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	22,245		24,918

Loss on sale of the Australian wheel business	10,890		—
Deferred income tax (benefit) provision	(292)		198
Income on indirect taxes	(22,450)		—
Gain on fixed asset and investment sale	(182)		(485)

Loss on senior note repurchase	—		16,020
Stock-based compensation	1,944		1,380


Issuance of stock under 401(k) plan	763		681
Foreign currency gain	(4,314)		(9,665)
(Increase) decrease in assets:
Accounts receivable	(49,527)		(72,765)
Inventories	(38,884)		(53,080)
Prepaid and other current assets	(1,817)		(10,350)
Other assets	(5,044)		3,154
Increase (decrease) in liabilities:
Accounts payable	7,480		71,051
Other current liabilities	32,162		7,993
Other liabilities	2,445		(7,334)
Net cash provided by (used for) operating activities	48,918		(17,487)
Cash flows from investing activities:
Capital expenditures	(19,464)		(14,637)


Proceeds from the sale of the Australian wheel business	9,293		—


Proceeds from sale of fixed assets	297		749

Net cash used for investing activities	(9,874)		(13,888)
Cash flows from financing activities:
Proceeds from borrowings	89,015		459,929
Repurchase of senior secured notes	—		(413,000)
Payment on debt	(86,004)		(34,040)

Repurchase of common stock	(25,000)		—



Other financing activities	(628)		(2,040)
Net cash (used for) provided by financing activities	(22,617)		10,849
Effect of exchange rate changes on cash	2,168		(1,101)
Net increase (decrease) in cash and cash equivalents	18,595		(21,627)
Cash and cash equivalents, beginning of period	98,108		117,431
Cash and cash equivalents, end of period	$	116,703	$	95,804

Supplemental information:
Interest paid	$	16,027	$	16,422
Income taxes paid, net of refunds received	$	8,813	$	7,101

See accompanying Notes to Condensed Consolidated Financial Statements.

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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. The accompanying 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 and the results of operations and cash flows for the periods presented, 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, 2021, filed with the SEC on March 3, 2022 (the 2021 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.

COVID-19 pandemic

The COVID-19 pandemic impact on the Company was less during the first two quarters of 2022 than in the comparable period in 2021. The Company’s operations continued with additional sanitary and other protective health measures which have increased operating costs. While the Company's operations began to return to historical levels during 2021 and continuing into the first two quarters of 2022, certain geographies (particularly China and Europe) continue to remain impacted by the COVID-19 pandemic due to new and emerging variants of COVID-19 resulting in employee absenteeism. Further, global supply chains are experiencing constraints as a result of the ongoing COVID-19 pandemic, including availability and pricing of raw materials, transportation and labor. The current constraints on the global supply chains are adding complexity to growth expectations in the near term. We expect that the pandemic will continue to have some impact on the Company's operations, though the nature and extent of the impact will depend on the duration and severity of the COVID-19 pandemic, the length of time it takes for more normal economic and operating conditions to resume, additional governmental actions that may be taken and/or extensions of time for restrictions that have been imposed to date and other uncertainties.

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. Our 7.00% senior secured notes due 2028 (the senior secured notes due 2028) were carried at a cost of $395.0 million at June 30, 2022. The fair value of the senior secured notes due 2028 at June 30, 2022, as obtained through an independent pricing source, was approximately $373.8 million.

Russia-Ukraine Military Conflict

In February 2022, in response to the military conflict between Russia and Ukraine, the United States, other North Atlantic Treaty Organization member states, as well as non-member states, have announced targeted economic sanctions on Russia, certain Russian citizens and enterprises. The continuation of the conflict has triggered additional economic and other sanctions enacted by the United States and other countries throughout the world.

The Company currently owns 64.3% of the Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia, which represents approximately 9% and 7% of consolidated assets of Titan as of June 30, 2022 and December 31, 2021, respectively. The asset increase in the Russian entity was due to currency translation. The Russian operations represents approximately 6% of consolidated global sales for each of the three and six months ended June 30, 2022 and June 30, 2021. The impact of the military conflict between Russia and Ukraine has not had a significant impact on global operations. The Company continues to monitor the potential impacts on the business and the ancillary impacts that the military conflict could have on other global operations.

Sale of Australian wheel business

On March 29, 2022, the Company entered into a definitive agreement (the Agreement) for the sale of its Australian wheel business, to OTR Tyres, a leading Australian tire, wheel and service provider. The closing date of the transaction was March 31, 2022. The Agreement contains customary representations, warranties and covenants for transactions of this type. The sale included gross proceeds and cash repatriated of approximately $17.5 million, and the assumption by OTR Tyres of all

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

liabilities, including employee and lease obligations. Refer to footnote 13 for additional information on the loss on sale of the Australian wheel business.

Adoption of new accounting standards

In November 2021, the FASB issued ASU No. 2021-10 Government Assistance (Topic 832), which requires annual disclosures

of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy.

These required disclosures include information on the nature of transactions and related accounting policies used to account for

transactions, detail on the line items on the balance sheet and income statement affected by these transactions including

amounts applicable to each line, and significant terms and conditions of the transactions including commitments and

contingencies. The ASU is effective for fiscal years beginning after December 15, 2021. The Company receives various forms

of government assistance, primarily through grants associated with continued infrastructure development in certain foreign locations. The Company adopted the impact of this ASU effective January 1, 2022 and incorporated the required disclosures within the notes to condensed consolidated financial statements. The adoption did not have a material impact on our condensed consolidated financial statements.

2. ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following (amounts in thousands):


	June 30, 2022		December 31, 2021
Accounts receivable	$	306,969	$	259,730
Allowance for doubtful accounts	(7,899)		(4,550)
Accounts receivable, net	$	299,070	$	255,180

3. INVENTORIES

Inventories consisted of the following (amounts in thousands):


	June 30, 2022		December 31, 2021
Raw material	$	134,781	$	135,241
Work-in-process	48,646		44,694
Finished goods	239,337		212,680
	$	422,764	$	392,615

4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following (amounts in thousands):


	June 30, 2022		December 31, 2021
Land and improvements	$	38,976	$	41,010
Buildings and improvements	237,281		236,367
Machinery and equipment	587,357		578,816
Tools, dies and molds	113,214		111,169
Construction-in-process	28,182		20,288
	1,005,010		987,650
Less accumulated depreciation	(708,178)		(686,541)
	$	296,832	$	301,109

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Depreciation on property, plant and equipment for the six months ended June 30, 2022 and 2021 totaled $21.6 million and $24.0 million, respectively.

5. INTANGIBLE ASSETS, NET

The components of intangible assets, net consisted of the following (amounts in thousands):


	Weighted Average Useful Lives (in years) June 30, 2022	June 30, 2022		December 31, 2021
Amortizable intangible assets:
Patents, trademarks and other	10.98	$	10,084	$	10,084
Less accumulated amortization		(8,661)		(8,586)
		$	1,423	$	1,498

Amortization related to intangible assets for the six months ended June 30, 2022 and 2021 totaled $0.2 million and $0.3 million, respectively. Intangible assets are included as a component of other long-term assets in the Condensed Consolidated Balance Sheets.

The estimated aggregate amortization expense at June 30, 2022 for each of the years (or other periods) set forth below was as follows (amounts in thousands):


July 1 - December 31, 2022	$	70
2023	145
2024	132
2025	123
2026	123
Thereafter	830
	$	1,423

6. WARRANTY

Changes in the warranty liability during the six months ended June 30, 2022 and 2021, respectively, consisted of the following (amounts in thousands):


	2022		2021
Warranty liability at beginning of the period	$	16,628	$	15,040
Provision for warranty liabilities	8,317		5,747
Warranty payments made	(5,690)		(4,795)
Warranty liability at end of the period	$	19,255	$	15,992

Warranty accruals are included as a component of other current liabilities on the Condensed Consolidated Balance Sheets.

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

7. DEBT

Long-term debt consisted of the following (amounts in thousands):


	June 30, 2022
	Principal Balance		Unamortized Debt Issuance		Net Carrying Amount
7.00% senior secured notes due 2028	$	400,000	$	(5,046)	$	394,954
Titan Europe credit facilities	45,049		—		45,049
Revolving credit facility	23,000		—		23,000
Other debt	22,177		—		22,177
Total debt	490,226		(5,046)		485,180
Less amounts due within one year	44,059		—		44,059
Total long-term debt	$	446,167	$	(5,046)	$	441,121


	December 31, 2021
	Principal Balance		Unamortized Debt Issuance		Net Carrying Amount
7.00% senior secured notes due 2028	$	400,000	$	(5,476)	$	394,524
Titan Europe credit facilities	44,993		—		44,993
Revolving credit facility	30,000		—		30,000
Other debt	15,434		—		15,434
Total debt	490,427		(5,476)		484,951
Less amounts due within one year	32,500		—		32,500
Total long-term debt	$	457,927	$	(5,476)	$	452,451

Aggregate principal maturities of long-term debt at June 30, 2022 for each of the years (or other periods) set forth below were as follows (amounts in thousands):


July 1 - December 31, 2022	$	37,363
2023	14,215
2024	6,285
2025	3,285
2026	25,202
Thereafter	403,876
	$	490,226

7.00% senior secured notes due 2028

On April 22, 2021, the Company issued $400.0 million aggregate principal amount of 7.00% senior secured notes due April 2028 (the senior secured notes due 2028), guaranteed by certain of the Company's subsidiaries. Including the impact of debt issuance costs, these notes had an effective yield of 7.27% at issuance. These notes are secured by the land and buildings of the following subsidiaries of the Company: Titan Wheel Corporation of Illinois, Titan Tire Corporation, Titan Tire Corporation of Freeport, and Titan Tire Corporation of Bryan.

Titan Europe credit facilities

The Titan Europe credit facilities include borrowings from various institutions totaling $45.0 million in aggregate principal amount at June 30, 2022. Maturity dates on this debt range from less than one year to five years.

Revolving credit facility

The Company has a $125 million revolving credit facility with BMO Harris Bank N.A., as agent, and other financial institutions party thereto. The credit facility is collateralized by accounts receivable and inventory of certain of the Company’s

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

domestic subsidiaries and is scheduled to mature in October 2026. The credit facility can be expanded by up to $50 million through an accordion provision within the agreement. 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, 2022, under the Company's $125 million credit facility there were $23.0 million in borrowings and $7.2 million in outstanding letters of credit, and the amount available for borrowing totaled $94.8 million.

Other debt

The Company has working capital loans at Titan Pneus do Brasil Ltda and Voltyre-Prom at various interest rates, which totaled $14.6 million and $7.4 million at June 30, 2022, respectively. Maturity dates on these loans are one year or less. The Company expects to negotiate an extension of the maturity dates on these loans with the respective financial institutions, as needed.

8. REDEEMABLE NONCONTROLLING INTEREST

The Company and the Russian Direct Investment Fund (RDIF) own all of the equity interests in Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia. On February 11, 2019, the Company entered into a definitive agreement (the Agreement) with an affiliate of the RDIF relating to the put option included in the Voltyre-Prom Shareholders' Agreement that was exercised by RDIF. Under the terms of the Agreement, in full satisfaction of the settlement put option that was exercised by RDIF, Titan paid $25 million in cash to RDIF at the closing of the transaction, and agreed, subject to the completion of regulatory approval, to issue 4,032,259 shares of restricted Titan common stock to RDIF in a private placement.

In November 2021, Titan received regulatory approval for the issuance of restricted Titan common stock to RDIF. On December 17, 2021, the Company issued 4,032,259 shares of restricted Titan common stock to the RDIF equity holders subject to the Company's right to repurchase the shares for $25 million until February 12, 2022.

On February 1, 2022, the Company entered into a Stock Purchase Agreement with the RDIF equity holders to buy back the restricted Titan common stock for the previously agreed amount of $25 million. The transaction was completed on February 1, 2022. Following the transaction, the Company and RDIF's ownership remained at 64.3% and 35.7%, respectively, of Voltyre-Prom.

9. 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 FASB Accounting Standards Codification Topic 842 "Leases," 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 (7.27%), 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 Statements 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 Statements of Operations.

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, 2022		December 31, 2021
Operating lease ROU assets	Operating lease assets	$	11,845	$	20,945

Operating lease current liabilities	Other current liabilities	$	4,993	$	6,180
Operating lease long-term liabilities	Other long-term liabilities	4,503		11,352
Total operating lease liabilities		$	9,496	$	17,532

Finance lease, gross	Property, plant & equipment, net	$	5,825	$	5,305
Finance lease accumulated depreciation	Property, plant & equipment, net	(3,005)		(2,801)
Finance lease, net		$	2,820	$	2,504

Finance lease current liabilities	Other current liabilities	$	2,343	$	2,384
Finance lease long-term liabilities	Other long-term liabilities	3,188		3,878
Total finance lease liabilities		$	5,531	$	6,262

At June 30, 2022, maturities of lease liabilities were as follows (amounts in thousands):


	Operating Leases		Finance Leases
July 1 - December 31, 2022	$	3,584	$	1,546
2023	4,496		2,233
2024	1,737		1,457
2025	518		669
2026	254		357
Thereafter	520		3
Total lease payments	$	11,109	$	6,265
Less imputed interest	1,613		734
	$	9,496	$	5,531

Weighted average remaining lease term (in years)	3.55		2.79

Supplemental cash flow information related to leases for the six months ended June 30, 2022 were as follows: operating cash flows from operating leases were $1.7 million and operating cash flows from finance leases were $0.1 million.

10. 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 $0.3 million to the pension plans during the six months ended June 30, 2022, and expects to contribute approximately $0.4 million to the pension plans during the remainder of 2022.

The components of net periodic pension (benefit) cost consisted of the following for the periods set forth below (amounts in thousands):

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Service cost	$	244	$	181	$	1,172	$	338
Interest cost	717		713		1,434		1,413
Expected return on assets	(1,518)		(1,508)		(3,036)		(3,014)
Amortization of unrecognized prior service cost	(16)		(32)		(32)		(32)

Amortization of net unrecognized loss	(7)		696		(13)		1,393
Net periodic pension (benefit) cost	$	(580)	$	50	$	(475)	$	98

Service cost is recorded as cost of sales in the Condensed Consolidated Statements of Operations while all other components are recorded in other income. The change in the net periodic pension (benefit) cost from 2021 to 2022 is due to the disposal of the Australian wheel business.

11. VARIABLE INTEREST ENTITIES

The Company holds a variable interest in two joint ventures for which the Titan is the primary beneficiary. One of these joint ventures operate distribution facilities that primarily distribute mining products. Titan is the 50% owner of the distribution facility located in Canada. Titan is also a 50% owner of a manufacturer of undercarriage components and complete track systems for earthmoving machines in India. The Company’s variable interests in these joint ventures relate to sales of Titan products to these entities, consigned inventory, and working capital loans. 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 income (loss) attributable to noncontrolling interests” in the Condensed Consolidated Statements of Operations and “Noncontrolling interests” in the Condensed Consolidated Balance Sheets.

The following table summarizes the carrying amount of the VIEs’ assets and liabilities included in the Company’s Condensed Consolidated Balance Sheets (amounts in thousands):


	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	757	$	714
Inventory	2,325		2,459
Other current assets	4,111		5,135
Property, plant and equipment, net	3,441		3,414
Other non-current assets	522		626
Total assets	$	11,156	$	12,348

Current liabilities	$	1,385	$	1,687
Other long-term liabilities	583		669
Total liabilities	$	1,968	$	2,356

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 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 relating to non-consolidated VIEs as of the dates set forth below were as follows (amounts in thousands):

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	June 30, 2022		December 31, 2021
Investments	$	6,736	$	6,402
Total VIE assets	6,736		6,402
Accounts payable	3,051		4,296
Maximum exposure to loss	$	9,787	$	10,698

12. ROYALTY EXPENSE

The Company has trademark license agreements with The Goodyear Tire & Rubber Company to manufacture and sell certain farm tires under the Goodyear brand. 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 $3.0 million and $2.7 million for the three months ended June 30, 2022 and 2021, respectively, and $5.9 million and $5.1 million for the six months ended June 30, 2022 and 2021, respectively.

13. OTHER INCOME

Other income consisted of the following (amounts in thousands):


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Income on indirect taxes (1)	$	22,450	$	—	$	22,450	$	—
Loss on sale of Australian wheel business (2)	—		—		(10,890)		—
Proceeds from government grant (3)	—		—		1,324		—
Gain on legal settlement (4)	—		1,750		—		1,750
Equity investment income	322		60		570		124
Gain (loss) on sale of assets	72		(626)		182		165
Other income (expense)	850		48		1,199		(1,175)
	$	23,694	$	1,232	$	14,835	$	864

(1) In May 2022, the Brazilian tax authorities approved indirect tax credits to be applied against future tax obligations. Refer to Footnote 14 for additional information.

(2) The loss on sale of the Australian wheel business is comprised primarily of the release of the cumulative translation adjustment of approximately $10.0 million and closing costs associated with the completion of the transaction of approximately $0.9 million. Refer to Footnote 1 for additional information.

(3) In August 2014, the Company received an approximately $17.0 million capital grant from the Italian government for asset damages related to the earthquake that occurred in May 2012 at one of our Italian subsidiaries. The grant was recorded as deferred income in non-current liabilities which is being amortized over the life of the reconstructed building. The Company received proceeds of an additional $1.9 million from the grant during the six months ended June 30, 2022, of which $1.3 million was recorded as other income to match to the historical depreciation recorded on the underlying assets.

(4) The gain on legal settlement relates to proceeds received from a steel supplier for the six months ended June 30, 2021.

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

14. INCOME TAXES

The Company recorded income tax expense of $19.0 million and $2.0 million for the three months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded income tax expense of $27.7 million and $4.6 million, respectively. The Company's effective income tax rate was 21.6% and (457.7)% for the three months ended June 30, 2022 and 2021, respectively, and 22.8% and 29.8% for the six months ended June 30, 2022 and 2021. For the six months ended June 30, 2022 and 2021, the income tax expense each period differed due to an overall pre-tax income increase which resulted in the significant fluctuation in the effective tax rate. The year-to-date increase in income tax expense for the six months ended June 30, 2022 is due to improved profitability in foreign jurisdictions and tax due in certain jurisdictions for entities with valuation allowances established. The tax due in certain jurisdictions by entities with valuation allowances is primarily driven by Illinois state tax for the U.S. consolidated group due to Illinois’ law change which limits the net operating losses that can be utilized beginning in 2021.

The Company’s 2022 and 2021 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 have a full valuation allowance on deferred tax assets. 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, 2022 and 2021.

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 the U.S. and certain foreign jurisdictions and continues to monitor and assess potential valuation allowances in all its jurisdictions.

Brazilian Tax Credits

In June 2021, the Company’s Brazilian subsidiaries received a notice that they had prevailed on an existing legal claim in regards to certain non-income (indirect) taxes that had been previously charged and paid. The matter specifically relates to companies’ rights to exclude the state tax on goods circulation (a value-added-tax or VAT equivalent, known in Brazil as “ICMS”) from the calculation of certain additional indirect taxes (specifically the program of social integration (“PIS”) and contribution for financing of social security (“COFINS”)) levied by the Brazilian States on the sale of goods.

During the second quarter of 2022, the Company submitted the related supporting documentation and received the approval from the Brazilian tax authorities for one of its Brazilian subsidiaries. For the three and six months ended June 30, 2022, the Company recorded $22.5 million within other income in the condensed consolidated statements of operations. The Company also recorded $7.8 million of income tax expense associated with the recognition of these indirect tax credits. The Company expects to be able to apply the tax credits received to settle the income tax liability that was incurred as a result of the credit. The Company also expects to utilize the majority of the credit against future PIS/COFINS and income tax obligations over the next twelve months.

During the third quarter of 2022, the Company plans to submit the related supporting documentation to the Brazilian tax authorities for its other Brazilian subsidiary. After review by the Brazilian tax authorities, the Company could receive approximately $10 million of additional indirect tax credits to be applied as credits against future PIS/COFINS and income tax obligations. The Company plans to recognize the full benefit of the indirect tax credits, contingent upon successful approval and verification from the Brazilian tax authorities.

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

15. EARNINGS PER SHARE

Earnings per share (EPS) were as follows (amounts in thousands, except per share data):


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021



Net income (loss) attributable to Titan and applicable to common shareholders	$	67,171	$	(2,773)	$	91,093	$	10,801


Determination of shares:
Weighted average shares outstanding (basic)	62,671		61,717		63,262		61,592
Effect of equity awards	550		—		511		888
Weighted average shares outstanding (diluted)	63,221		61,717		63,773		62,480
Income (loss) per common share:
Basic	$	1.07	$	(0.04)	$	1.44	$	0.18
Diluted	$	1.06	$	(0.04)	$	1.43	$	0.17

16. 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. In the opinion of management, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.

17. SEGMENT INFORMATION

The Company has aggregated its operating units into reportable segments based on its three customer markets: agricultural, earthmoving/construction, and consumer. Each reportable segment includes wheels, tires, wheel/tire assemblies, and undercarriage systems and components. 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.

The table below presents information about certain operating results, separated by market segments, for the three and six months ended June 30, 2022 and 2021 (amounts in thousands):

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Net sales
Agricultural	$	318,585	$	231,504	$	628,184	$	440,263
Earthmoving/construction	210,370		176,715		411,629		341,522
Consumer	43,940		30,420		89,079		60,372
	$	572,895	$	438,639	$	1,128,892	$	842,157
Gross profit
Agricultural	$	61,921	$	35,291	$	109,845	$	65,080
Earthmoving/construction	36,317		22,328		67,692		42,070
Consumer	11,415		3,851		18,845		7,585

	$	109,653	$	61,470	$	196,382	$	114,735
Income from operations
Agricultural	$	44,884	$	20,789	$	75,001	$	36,072
Earthmoving/construction	22,276		7,462		38,116		13,037
Consumer	9,238		1,881		14,120		3,548
Corporate & Unallocated	(6,697)		(6,413)		(12,828)		(14,707)
Income from operations	69,701		23,719		114,409		37,950

Interest expense	(7,707)		(8,598)		(15,614)		(16,121)
Loss on senior note repurchase	—		(16,020)		—		(16,020)
Foreign exchange gain (loss)	2,234		(768)		7,551		8,709
Other income	23,694		1,232		14,835		864
Income (loss) before income taxes	$	87,922	$	(435)	$	121,181	$	15,382

Assets by segment were as follows as of the dates set forth below (amounts in thousands):


	June 30, 2022		December 31, 2021
Total assets
Agricultural	$	578,913	$	517,528
Earthmoving/construction	523,883		502,373
Consumer	142,829		133,906
Corporate & Unallocated	43,559		28,878
	$	1,289,184	$	1,182,685

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

18. 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. Mr. Fred Taylor passed away on December 13, 2021. 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 $1.0 million and $2.3 million for the three and six months ended June 30, 2022, and approximately $0.8 million and $1.3 million for the three and six months ended June 30, 2021. Titan had purchases from these companies of approximately $0.3 million and $0.5 million for the three and six months ended June 30, 2022, and approximately $0.4 million and $0.9 million for the three and six months ended June 30, 2021. Titan had trade receivables due from these companies of approximately $0.5 million at June 30, 2022, and approximately $0.2 million at December 31, 2021. Sales commissions accrued to the above companies were approximately $0.4 million and $0.9 million for both the three and six months ended June 30, 2022 as compared to $0.5 million and $1.0 million paid for the three and six months ended June 30, 2021.

19. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consisted of the following (amounts in thousands):


	Currency Translation Adjustments		Gain (Loss) on Derivatives		Unrecognized Losses and Prior Service Cost		Total
Balance at April 1, 2022	$	(217,602)	$	264	$	(9,838)	$	(227,176)
Currency translation adjustments, net	(18,765)		—		—		(18,765)
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax of $(162)	—		—		431		431
Derivative gain	—		275		—		275

Balance at June 30, 2022	$	(236,367)	$	539	$	(9,407)	$	(245,235)


	Currency Translation Adjustments		Gain (Loss) on Derivatives		Unrecognized Losses and Prior Service Cost		Total
Balance at January 1, 2022	$	(236,059)	$	(39)	$	(10,382)	$	(246,480)
Currency translation adjustments, net (1)	(308)		—		—		(308)
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax of $(344)	—		—		975		975
Derivative gain	—		578		—		578

Balance at June 30, 2022	$	(236,367)	$	539	$	(9,407)	$	(245,235)

(1) The currency translation adjustments, net includes amounts reclassified into other expense within the Condensed Consolidated Statements of Operations of approximately $10 million for the three months ended March 31, 2022 related to the sale of the Australian wheel business. Refer to Note 13 for additional information.

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Currency Translation Adjustments		Gain (Loss) on Derivatives		Unrecognized Losses and Prior Service Cost		Total
Balance at April 1, 2021	$	(220,816)	$	(373)	$	(21,817)	$	(243,006)
Currency translation adjustments, net	14,287		—		—		14,287
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax of $3	—		—		692		692
Derivative gain	—		225		—		225

Balance at June 30, 2021	$	(206,529)	$	(148)	$	(21,125)	$	(227,802)


	Currency Translation Adjustments		Gain (Loss) on Derivatives		Unrecognized Losses and Prior Service Cost		Total
Balance at January 1, 2021	$	(194,151)	$	(413)	$	(22,690)	$	(217,254)
Currency translation adjustments, net	(12,378)		—		—		(12,378)
Defined benefit pension plans:
Amortization of unrecognized losses and prior service cost, net of tax of $(41)	—		—		1,565		1,565
Derivative gain	—		265		—		265

Balance at June 30, 2021	$	(206,529)	$	(148)	$	(21,125)	$	(227,802)

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

20. SUBSIDIARY GUARANTOR FINANCIAL INFORMATION

Our senior secured notes due 2028 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 the full and unconditional, joint and several obligations of the guarantors. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances upon the occurrence of certain customary conditions. 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.


(Amounts in thousands)	Condensed Consolidating Statements of Operations For the Three Months Ended June 30, 2022
	Titan Intl., Inc. (Parent)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net sales	$	—	$	79,744	$	572,895	$	(79,744)	$	572,895
Cost of sales	—		31,097		511,889		(79,744)		463,242

Gross profit	—		48,647		61,006		—		109,653
Selling, general and administrative expenses	2,490		13,053		19,126		—		34,669
Research and development expenses	239		829		1,170		—		2,238
Royalty expense	—		1,560		1,485		—		3,045
(Loss) income from operations	(2,729)		33,205		39,225		—		69,701
Interest expense	(7,540)		(3)		(164)		—		(7,707)


Intercompany interest income (expense)	371		1,080		(1,451)		—		—
Foreign exchange (loss) gain	—		(365)		2,599		—		2,234
Other income	12		533		23,149		—		23,694
(Loss) income before income taxes	(9,886)		34,450		63,358		—		87,922
Provision for income taxes	1,118		162		17,721		—		19,001
Equity in earnings (loss) of subsidiaries	81,038		—		20,792		(101,830)		—
Net income (loss)	70,034		34,288		66,429		(101,830)		68,921
Net income attributable to noncontrolling interests	—		—		1,750		—		1,750
Net income (loss) attributable to Titan	$	70,034	$	34,288	$	64,679	$	(101,830)	$	67,171

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, 2022
	Titan Intl., Inc. (Parent)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net sales	$	—	$	165,543	$	1,128,892	$	(165,543)	$	1,128,892
Cost of sales	—		77,913		1,020,140		(165,543)		932,510

Gross profit	—		87,630		108,752		—		196,382
Selling, general and administrative expenses	4,811		25,525		40,560		—		70,896
Research and development expenses	509		1,669		2,980		—		5,158
Royalty expense	230		2,865		2,824		—		5,919
(Loss) income from operations	(5,550)		57,571		62,388		—		114,409
Interest expense	(15,126)		(8)		(480)		—		(15,614)


Intercompany interest income (expense)	734		1,713		(2,447)		—		—
Foreign exchange gain	—		290		7,261		—		7,551
Other income	12		1,040		13,783		—		14,835
(Loss) income before income taxes	(19,930)		60,606		80,505		—		121,181
Provision for income taxes	2,360		296		25,026		—		27,682
Equity in earnings (loss) of subsidiaries	117,017		—		38,643		(155,660)		—
Net income (loss)	94,727		60,310		94,122		(155,660)		93,499
Net income attributable to noncontrolling interests	—		—		2,406		—		2,406
Net income (loss) attributable to Titan	$	94,727	$	60,310	$	91,716	$	(155,660)	$	91,093


(Amounts in thousands)	Condensed Consolidating Statements of Comprehensive Income (Loss) For the Three Months Ended June 30, 2022
	Titan Intl., Inc. (Parent)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net income (loss)	$	70,034	$	34,288	$	66,429	$	(101,830)	$	68,921
Derivative gain	—		—		275		—		275
Currency translation adjustment	—		—		(11,536)		—		(11,536)
Pension liability adjustments, net of tax	—		—		431		—		431
Comprehensive income (loss)	70,034		34,288		55,599		(101,830)		58,091
Net comprehensive income attributable to noncontrolling interests	—		—		8,979		—		8,979
Comprehensive income (loss) attributable to Titan	$	70,034	$	34,288	$	46,620	$	(101,830)	$	49,112

TITAN INTERNATIONAL, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


(Amounts in thousands)	Condensed Consolidating Statements of Comprehensive (Loss) Income For the Six Months Ended June 30, 2022
	Titan Intl., Inc. (Parent)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net income (loss)	$	94,727	$	60,310	$	94,122	$	(155,660)	$	93,499
Derivative gain	—		—		578		—		578
Currency translation adjustment	—		—		5,739		—		5,739
Pension liability adjustments, net of tax	—		—		975		—		975
Comprehensive income (loss)	94,727		60,310		101,414		(155,660)		100,791
Net comprehensive income attributable to noncontrolling interests	—		—		8,453		—		8,453
Comprehensive income (loss) attributable to Titan	$	94,727	$	60,310	$	92,961	$	(155,660)	$	92,338


(Amounts in thousands)	Condensed Consolidating Balance Sheets June 30, 2022
	Titan Intl., Inc. (Parent)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Assets
Cash and cash equivalents	$	22,539	$	4	$	94,160	$	—	$	116,703

Accounts receivable, net	—		40		299,030		—		299,070
Inventories	—		74,981		347,783		—		422,764

Prepaid and other current assets	988		16,196		73,660		—		90,844
Total current assets	23,527		91,221		814,633		—		929,381
Property, plant and equipment, net	592		80,042		216,198		—		296,832
Investment in subsidiaries	826,594		—		104,455		(931,049)		—
Other assets	1,148		13,910		47,913		—		62,971
Total assets	$	851,861	$	185,173	$	1,183,199	$	(931,049)	$	1,289,184
Liabilities and Equity
Short-term debt	$	—	$	—	$	44,059	$	—	$	44,059
Accounts payable	1,521		53,946		229,335		—		284,802
Other current liabilities	37,121		28,899		102,378		—		168,398
Total current liabilities	38,642		82,845		375,772		—		497,259
Long-term debt	417,954		—		23,167		—		441,121
Other long-term liabilities	192		4,978		39,964		—		45,134
Intercompany accounts	54,759		(522,829)		468,070		—		—

Titan shareholders' equity	340,314		620,179		269,901		(931,049)		299,345
Noncontrolling interests	—		—		6,325		—		6,325
Total liabilities and equity	$	851,861	$	185,173	$	1,183,199	$	(931,049)	$	1,289,184

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, 2022
	Titan Intl., Inc. (Parent)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidated
Net cash provided by (used for) operating activities	$	47,069	$	6,585	$	(4,736)	$	48,918
Cash flows from investing activities:
Capital expenditures	—		(6,578)		(12,886)		(19,464)


Proceeds from the sale of the Australian wheel business	—		—		9,293		9,293
Proceeds from sale of fixed assets	—		—		297		297

Net cash used for investing activities	—		(6,578)		(3,296)		(9,874)
Cash flows from financing activities:
Proceeds from borrowings	65,430		—		23,585		89,015
Repurchase of common stock	(25,000)		—		—		(25,000)
Payment on debt	(72,000)		—		(14,004)		(86,004)




Other financing activities	—		(20)		(608)		(628)

Net cash (used for) provided by financing activities	(31,570)		(20)		8,973		(22,617)
Effect of exchange rate change on cash	—		—		2,168		2,168
Net increase (decrease) in cash and cash equivalents	15,499		(13)		3,109		18,595
Cash and cash equivalents, beginning of period	7,040		17		91,051		98,108
Cash and cash equivalents, end of period	$	22,539	$	4	$	94,160	$	116,703

21. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this Form 10-Q and determined that there have been no subsequent events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

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, 2021, filed with the SEC on March 3, 2022 (the 2021 Form 10-K).

COVID-19 Pandemic

The COVID-19 pandemic impact on the Company was less during the first two quarters of 2022 than in the comparable period in 2021. However, certain geographies (particularly China and Europe) continue to remain impacted by the COVID-19 pandemic due to new and emerging variants of COVID-19 resulting in employee absenteeism and minor disruptions to operations. Further, global supply chains are experiencing constraints partially as a result of the COVID-19 pandemic and other global impacts, including availability and pricing of raw materials, transportation and labor. The current constraints on the global supply chains add complexity to growth expectations in the near term.

Due to the above circumstances as described generally in this Form 10-Q, the Company’s results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected in the future. Management cannot predict the full impact of the COVID-19 pandemic on the economic conditions generally, on the Company’s customers and, ultimately, on the Company. The nature, extent and duration of the effects of the COVID-19 pandemic on the Company are uncertain and will depend on future developments, and such effects could exist for an extended period of time even after the pandemic might end.

Russia-Ukraine Military Conflict

The Company maintains operations in Russia and any such economic sanctions may result in an adverse effect on its Russian operations. The Company currently owns 64.3% of Voltyre-Prom, a producer of agricultural and industrial tires in Volgograd, Russia, which represents approximately 9% and 7% of consolidated assets of Titan as of June 30, 2022 and December 31, 2021, respectively. The asset increase in the Russian entity was due to currency translation. The Russian operations represents approximately 6% of consolidated global sales for each of the three and six months ended June 30, 2022 and June 30, 2021, respectively. The impact of the military conflict between Russia and Ukraine has not had a significant impact on global operations.

As the military conflict in Ukraine exacerbates the global food crisis, Titan remains committed to the role it plays in the continuity of food supply and keeping essential goods moving, including its tire operation in Volgograd, Russia. Tires produced in the Voltyre-Prom facility are primarily sold into Commonwealth Independent States (CIS) countries, located in Europe and Asia. This facility is operating at lower levels in full compliance with all international sanctions on Russia. Titan has stopped any additional investments into this joint project and emphasizes that neither this operation, nor any other Titan operations, sells any products to the Russian military or other government agencies.

The potential impact of bans, sanction programs, and boycotts on our business is uncertain at the current time due to the fluid nature of the military conflict as it is unfolding. The potential impacts include supply chain and logistics disruptions, financial impacts including disruptions to the execution of banking transactions with certain Russian financial institutions, volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, loss of operational control and/or assets, heightened cybersecurity threats and other restrictions. The Company continues to monitor the potential impacts on the business and the ancillary impacts that the military conflict could have on other global operations.

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Brazilian Tax Credits

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, information concerning:

•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, indentures and other financing documents;

•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 I, Item 1A, Risk Factors, of the 2021 Form 10-K and Part II, Item 1A, Risk Factors, of this quarterly report on Form 10-Q, certain of which are beyond the Company’s control.

Actual results could differ materially from these forward-looking statements as a result of certain factors, including:

•The effect of the COVID-19 pandemic on our operations and financial performance;

•The effect of the military conflict between Russia and Ukraine on our Russian and global operations;

•The effect of a recession on the Company and its customers and suppliers;

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

•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;

•The Company's 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;

•Unfavorable product liability and warranty claims;

•Actions of domestic and foreign governments, including the imposition of additional tariffs and approval of tax credits or other incentives;

•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 tire and wheel designs.

Agricultural Segment: Titan’s agricultural 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 range in diameter from nine inches to 54 inches, with the 54-inch diameter being the largest agricultural wheel manufactured in North America. Basic configurations are combined with distinct variations (such as different centers

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

and a wide range of material thickness) allowing the Company to offer a broad line of products to meet customer specifications. 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 wheels, tires, and undercarriage systems and components for various types of 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 OEM and aftermarket customers with a broad range of earthmoving/construction wheels ranging in diameter from 15 inches to 63 inches and in weight from 125 pounds to 7,000 pounds. The 63-inch diameter wheel is the largest manufactured in North America for the earthmoving/construction market. Titan’s earthmoving/construction tires range from approximately three feet to approximately 13 feet in outside diameter and in weight from 50 pounds to 12,500 pounds. The Company also 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.

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 continued to remain at historically high levels during the first and second quarters of 2022 and favorable market conditions across the globe are expected to continue the momentum for the remainder of 2022. Improved farmer income, replacement of an aging large equipment fleet and replenishment of lower equipment inventory levels are all factors which are anticipated to support continued strong demand for our products. Many of our customers are forecasting growth, providing further optimism of sustained stability in the market over the next few years, despite current global recession concerns. Many more 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 affect the Company's performance in the agricultural market in a given period.

EARTHMOVING/CONSTRUCTION MARKET OUTLOOK

The earthmoving/construction segment is affected by many variables, including commodity prices, road construction, infrastructure, government appropriations, housing starts, and other macroeconomic drivers. The construction market is primarily driven by GDP by country and the need for infrastructure developments. The earthmoving/construction markets experienced signs of growth in 2021 as economies emerged from the pandemic and the momentum is expected to continue for the remainder of 2022. The continued momentum for the remainder of 2022 is due to low equipment inventory levels throughout the global construction industry and increased mining capital budgets, which continue to rise. Mineral commodity prices are at relatively high levels that also currently support growth, while global recession concerns could impact demand in various parts of the world.

CONSUMER MARKET OUTLOOK

The consumer market consists of several distinct product lines within different regions. These products include light truck tires, turf equipment, specialty products, including custom mixing of rubber stock, and train brakes. Overall, the markets stabilized during 2021 and remained stable through the first and second quarters of 2022. However, the pace of growth can vary period to period, while there are strong initiatives underway to bolster opportunities in various specialty products including mixing of rubber stock in the United States. The consumer segment is affected by many variables including inflationary impacts, consumer spending, interest rates, government policies, and other macroeconomic drivers.

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

RESULTS OF OPERATIONS


	Three months ended								Six months ended
(amounts in thousands)	June 30,								June 30,
	2022			2021			% Increase/(Decrease)		2022			2021			% Increase
Net sales	$	572,895		$	438,639		30.6	%	$	1,128,892		$	842,157		34.0	%
Gross profit	109,653			61,470			78.4	%	196,382			114,735			71.2	%
Gross profit %	19.1		%	14.0		%			17.4		%	13.6		%
Selling, general and administrative expenses	34,669			32,566			6.5	%	70,896			66,594			6.5	%
Research and development expenses	2,238			2,528			(11.5)	%	5,158			5,081			1.5	%
Royalty expense	3,045			2,657			14.6	%	5,919			5,110			15.8	%
Income from operations	69,701			23,719			193.9	%	114,409			37,950			201.5	%

Net Sales

Net sales for the three months ended June 30, 2022 were $572.9 million, compared to $438.6 million in the comparable period of 2021, an increase of 30.6%. The net sales increase was across all segments and driven by price/product mix and volume, with price having a greater impact in the most recent quarter. The increase in net sales was unfavorably impacted by foreign currency translation of 2.7% or $11.9 million, primarily due to the weakening euro currency.

Net sales for the six months ended June 30, 2022 were $1,128.9 million, compared to $842.2 million in the comparable period of 2021, an increase of 34.0%. The net sales increase was across all segments and driven by price/product mix and volume. The increase in net sales was unfavorably impacted by foreign currency translation of 3.5% or $29.5 million, primarily due to the weakening euro currency.

Overall net sales price/product mix and volume improved for both the three and six months ended June 30, 2022 as compared to the prior year periods due to market growth in all segments. The price increase was due to rising raw material costs and other inflationary impacts in the markets, including freight and energy costs. The volume increase was driven by high commodity prices, improved farmer income, and replacement of an aging large equipment fleet. Global supply chains are experiencing constraints and volatility, including availability and pricing of raw materials, transportation and labor. Titan is also experiencing similar supply chain challenges and has been able to manage the situation effectively through each of the periods.

Gross Profit

Gross profit for the three months ended June 30, 2022 was $109.7 million, or 19.1% of net sales, an increase of $48.2 million compared to $61.5 million, or 14.0% of net sales, for the three months ended June 30, 2021.

Gross profit for the six months ended June 30, 2022 was $196.4 million, or 17.4% of net sales, an increase of $81.7 million compared to $114.7 million, or 13.6% of net sales, for the six months ended June 30, 2021.

The solid growth in gross profit and margin for both the three and six months ended June 30, 2022 as compared to the prior year periods was across all segments and was driven by the impact of increases in net sales, as described previously, and better overhead absorption in our production facilities. In addition, cost reduction and productivity initiatives continue to be executed across global production facilities.

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses for the three months ended June 30, 2022 were $34.7 million, or 6.1% of net sales, compared to $32.6 million, or 7.4% of net sales, for the three months ended June 30, 2021.

Selling, general and administrative (SG&A) expenses for the six months ended June 30, 2022 were $70.9 million, or 6.3% of net sales, compared to $66.6 million, or 7.9% of net sales, for the six months ended June 30, 2021.

The increase in SG&A for both the three and six months ended June 30, 2022 as compared to the prior year periods was driven primarily by an increase in variable costs associated with improved operating performance and growth in sales.

Research and Development Expenses

Research and development (R&D) expenses for the three months ended June 30, 2022 were $2.2 million, or 0.4% of net sales, compared to $2.5 million, or 0.6% of net sales, for the comparable period in 2021. R&D expenses for the six months ended June 30, 2022 were $5.2 million, or 0.5% of net sales, compared to $5.1 million, or 0.6% of net sales, for the comparable period in 2021. R&D spending reflects initiatives to improve product designs and an ongoing focus on quality.

Royalty Expense

Royalty expenses for the three months ended June 30, 2022 were $3.0 million, or 0.5% of net sales, compared to $2.7 million, or 0.6% of net sales, for the three months ended June 30, 2021. Royalty expenses for the six months ended June 30, 2022 were $5.9 million, or 0.5% of net sales, compared to $5.1 million, or 0.6% of net sales, for the six months ended June 30, 2021. The increase in royalty expenses are due to the increase in sales, as described previously, resulting in an increase in the amount of royalty expense incurred.

Income from Operations

Income from operations for the second quarter of 2022 was $69.7 million, compared to income from operations of $23.7 million for the second quarter of 2021. Income from operations for the six months ended June 30, 2022 was $114.4 million, compared to income from operations of $38.0 million for the six months ended June 30, 2021. The increase in income from operations for both the three and six months ended June 30, 2022 as compared to the prior year periods was primarily driven by higher sales and improvements in gross profit margins.

OTHER PROFIT/LOSS ITEMS

Interest Expense

Interest expense was $7.7 million and $8.6 million for the three months ended June 30, 2022 and 2021, respectively, and $15.6 million and $16.1 million for the six months ended June 30, 2022 and 2021. The higher interest expense for both the three and six months ended June 30, 2021 was due to the refinancing of the senior secured notes during the second quarter of 2021 resulting in an additional interest expense.

Loss on Senior Note Repurchase

Loss on senior note repurchase was $16.0 million for the three months and six months ended June 30, 2021. The loss was in connection to the Company completing a call and redemption of all of its outstanding $400.0 million principal amount of Titan's 6.50% senior secured notes due 2023 during the second quarter of 2021.

Foreign Exchange Gain (Loss)

Foreign exchange gain was $2.2 million for the three months ended June 30, 2022, compared to a loss of $0.8 million for the three months ended June 30, 2021. Foreign exchange gain was $7.6 million for the six months ended June 30, 2022, compared to a gain of $8.7 million for the six months ended June 30, 2021.

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

The foreign exchange gain experienced during the three months and six months ended June 30, 2022 is primarily the result of a favorable impact of the movement of exchange rates in certain geographies in which we conduct business as well as 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 at some point in the future, these loans are adjusted each reporting period to reflect the current exchange rates.

The foreign exchange loss experienced during the three months ended June 30, 2021 is the result of the unfavorable movements

in foreign currency exchange rates in many of the geographies in which we conduct business. The foreign exchange gain experienced during the six months ended June 30, 2021 was related to realized foreign currency gains associated with an ongoing initiative to rationalize Titan's legal entity structure and ongoing management of the intercompany capital structure.

Other Income

Other income was $23.7 million for the three months ended June 30, 2022, as compared to other income of $1.2 million in the comparable period of 2021. The increase in other income for the three months ended June 30, 2022, as compared to the same period in 2021, was primarily attributable to $22.5 million income on indirect tax credits related to Brazilian operations as mentioned previously.

Other income was $14.8 million for the six months ended June 30, 2022, as compared to other income of $0.9 million in the comparable period of 2021. The increase in other income for the six months ended June 30, 2022, as compared to the same period in 2021, was primarily attributable to $22.5 million income on indirect tax credits, and a gain of $1.3 million from a government grant associated with an earthquake that affected one of our Italian subsidiaries in May 2012. The increase in other income was partially offset by $10.9 million loss on sale of the Australian wheel business which was comprised primarily of the release of the cumulative translation adjustment of approximately $10.0 million and closing costs associated with the completion of the transaction of approximately $0.9 million.

Provision for Income Taxes

The Company recorded income tax expense of $19.0 million and $2.0 million for the three months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded income tax expense of $27.7 million and $4.6 million, respectively. The Company's effective income tax rate was 21.6% and (457.7)% for the three months ended June 30, 2022 and 2021, respectively, and 22.8% and 29.8% for the six months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022 and 2021, the income tax expense each period differed due to an overall pre-tax income increase which resulted in the significant fluctuation in the effective tax rate. The year-to-date increase in income tax expense for the six months ended June 30, 2022 is due to improved profitability in foreign jurisdictions and tax due in certain jurisdictions for entities with valuation allowances established. The tax due in certain jurisdictions by entities with valuation allowances is primarily driven by Illinois state tax for the U.S. consolidated group due to Illinois’ law change which limits the net operating losses that can be utilized beginning in 2021.

The Company’s 2022 and 2021 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. 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, 2022 and 2021.

Net Income (Loss) and Income (Loss) per Share

Net income for the second quarter of 2022 was $68.9 million, compared to net loss of $2.4 million in the comparable quarter of 2021, an improvement of $71.3 million. For the quarter ended June 30, 2022 and 2021, basic income per share were $1.07 and $(0.04), respectively, and diluted income per share were $1.06 and $(0.04), respectively. The Company's net income and income per share increases were due to the items previously discussed.

Net income for the six months ended June 30, 2022 was $93.5 million, compared to net income of $10.8 million in the comparable period of 2021, an improvement of $82.7 million. For the six months ended June 30, 2022 and 2021, basic income per share were $1.44 and $0.18, respectively, and diluted income per share were $1.43 and $0.17, respectively. The Company's net income and income per share increases were due to the items previously discussed.

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, 2022	Agricultural			Earthmoving/ Construction			Consumer			Corporate/ Unallocated Expenses		Consolidated Totals
Net sales	$	318,585		$	210,370		$	43,940		$	—	$	572,895
Gross profit	61,921			36,317			11,415			—		109,653
Profit margin	19.4		%	17.3		%	26.0		%	—		19.1		%
Income (loss) from operations	44,884			22,276			9,238			(6,697)		69,701
Three months ended June 30, 2021
Net sales	$	231,504		$	176,715		$	30,420		$	—	$	438,639
Gross profit	35,291			22,328			3,851			—		61,470
Profit margin	15.2		%	12.6		%	12.7		%	—		14.0		%
Income (loss) from operations	20,789			7,462			1,881			(6,413)		23,719


Six months ended June 30, 2022	Agricultural			Earthmoving/ Construction			Consumer			Corporate/ Unallocated Expenses		Consolidated Totals
Net sales	$	628,184		$	411,629		$	89,079		$	—	$	1,128,892
Gross profit	109,845			67,692			18,845			—		196,382
Profit margin	17.5		%	16.4		%	21.2		%	—		17.4		%
Income (loss) from operations	75,001			38,116			14,120			(12,828)		114,409
Six months ended June 30, 2021
Net sales	$	440,263		$	341,522		$	60,372		$	—	$	842,157
Gross profit	65,080			42,070			7,585			—		114,735
Profit margin	14.8		%	12.3		%	12.6		%	—		13.6		%
Income (loss) from operations	36,072			13,037			3,548			(14,707)		37,950

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,
	2022			2021			% Increase		2022			2021			% Increase
Net sales	$	318,585		$	231,504		37.6	%	$	628,184		$	440,263		42.7	%
Gross profit	61,921			35,291			75.5	%	109,845			65,080			68.8	%
Profit margin	19.4		%	15.2		%	27.6	%	17.5		%	14.8		%	18.2	%
Income from operations	44,884			20,789			115.9	%	75,001			36,072			107.9	%

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Net sales in the agricultural segment were $318.6 million for the three months ended June 30, 2022, as compared to $231.5 million for the comparable period in 2021, an increase of 37.6%. Net sales was driven by price/product mix and volume, with price having a greater impact. Pricing is primarily reflective of increases in raw material and other inflationary cost increases in the markets, including freight and energy costs. The volume increase was due to increased demand in the global agricultural market, reflective of high farm commodity prices and increased farmer income, the need for replacement of an aging large equipment fleet and the need to replenish equipment inventory levels within the equipment dealer channels. The overall increase in net sales was partially offset by unfavorable currency translation, primarily in Europe, of 1.7%.

Gross profit in the agricultural segment was $61.9 million for the three months ended June 30, 2022, as compared to $35.3 million in the comparable quarter of 2021. The increase in gross profit and margin is primarily attributable to the impact of increases in net sales as described previously and cost reduction and productivity initiatives executed across global production facilities. The Company balanced the increases of related raw materials and other inflationary cost impacts with corresponding price increases to protect profitability.

Income from operations in Titan's agricultural segment was $44.9 million for the three months ended June 30, 2022, as compared to income of $20.8 million for the three months ended June 30, 2021. The overall increase in income from operations is attributable to higher gross profit, described previously.

Net sales in the agricultural segment were $628.2 million for the six months ended June 30, 2022, as compared to $440.3 million for the comparable period in 2021, an increase of 42.7%. Net sales was driven by price/product mix and volume, with price having a greater impact. Pricing is primarily reflective of increases in raw material and other inflationary cost increases in the markets, including freight and energy costs. The overall increase in net sales was partially offset by unfavorable currency translation, primarily in Europe, of 3.6%.

Gross profit in the agricultural segment was $109.8 million for the six months ended June 30, 2022, as compared to $65.1 million in the comparable period in 2021. The increase in gross profit and margin is primarily attributable to the impact of increases in net sales as described previously and cost reduction and productivity initiatives executed across global production facilities.

Income from operations in Titan's agricultural segment was $75.0 million for the six months ended June 30, 2022, as compared to income of $36.1 million for the six months ended June 30, 2021. The overall increase in income from operations is attributable to higher gross profit.

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,
	2022			2021			% Increase		2022			2021			% Increase
Net sales	$	210,370		$	176,715		19.0	%	$	411,629		$	341,522		20.5	%
Gross profit	36,317			22,328			62.7	%	67,692			42,070			60.9	%
Profit margin	17.3		%	12.6		%	37.3	%	16.4		%	12.3		%	33.3	%
Income from operations	22,276			7,462			198.5	%	38,116			13,037			192.4	%

The Company's earthmoving/construction segment net sales were $210.4 million for the three months ended June 30, 2022, as compared to $176.7 million in the comparable quarter of 2021, an increase of 19.0%. The increase in earthmoving/construction net sales was driven by increased price/product mix and volume, with price having a greater impact. Pricing increases were implemented because of inflationary input costs, described previously. Net sales were unfavorably impacted by foreign currency translation in Europe, which decreased net sales by 4.8%.

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Gross profit in the earthmoving/construction segment was $36.3 million for the three months ended June 30, 2022, as compared to $22.3 million for the three months ended June 30, 2021. The increase in gross profit and margin was primarily driven by better price realization and continued improved production efficiencies stemming from the strong management actions taken to improve profitability for the long-term. The Company balanced the increases related to raw materials and other inflationary cost impacts with corresponding price increases to maintain profitability.

The Company's earthmoving/construction segment income from operations was $22.3 million for the three months ended June 30, 2022, as compared to income of $7.5 million for the three months ended June 30, 2021. This improvement was due to increases in sales price, volume, and continued execution of cost containment measures taken to manage profitability.

The Company's earthmoving/construction segment net sales were $411.6 million for the six months ended June 30, 2022, as compared to $341.5 million in the comparable period in 2021, an increase of 21%. The increase in earthmoving/construction net sales was driven by increased price/product mix and volume, with price having a greater impact. Pricing increases were implemented because of inflationary input costs. Net sales was unfavorably impacted by foreign currency translation in Europe, which decreased net sales by 3.9%.

Gross profit in the earthmoving/construction segment was $67.7 million for the six months ended June 30, 2022, as compared to $42.1 million for the six months ended June 30, 2021. The increase in gross profit and margin was primarily driven by the impact of net sales as described previously and the continued improved production efficiencies stemming from the strong management actions taken to improve profitability for the long-term. The Company balanced the increases related to raw materials and other inflationary cost impacts with corresponding price increases to protect profitability.

The Company's earthmoving/construction segment income from operations was $38.1 million for the six months ended June 30, 2022, as compared to income of $13.0 million for the six months ended June 30, 2021. This improvement was due to increases in sales price, volume, and continued execution of cost containment measures taken to manage profitability.

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,
	2022			2021			% Increase		2022			2021			% Increase
Net sales	$	43,940		$	30,420		44.4	%	$	89,079		$	60,372		47.6	%
Gross profit	11,415			3,851			196.4	%	18,845			7,585			148.5	%
Profit margin	26.0		%	12.7		%	104.7	%	21.2		%	12.6		%	68.3	%
Income from operations	9,238			1,881			391.1	%	14,120			3,548			298.0	%

Consumer segment net sales were $43.9 million for the three months ended June 30, 2022, as compared to $30.4 million for the three months ended June 30, 2021, an increase of approximately 44.4%. The increase was driven by favorable price/product mix and volume impact to net sales. The increase in demand primarily related to specialty products in the United States, primarily custom mixing of rubber stock to third parties. Net sales were also favorably impacted by foreign currency translation, primarily in Latin America, which increased net sales by 1.9%.

Gross profit from the consumer segment was $11.4 million for the three months ended June 30, 2022, as compared to $3.9 million for the three months ended June 30, 2021 due primarily to sales growth, increased price/product mix and the positive impact of sales volume increase on overhead absorption. Margins related to the growth initiatives in specialty products in the United States are stronger than the average margins for other products in the segment.

Consumer segment income from operations was $9.2 million for the three months ended June 30, 2022, as compared to an income of $1.9 million for the three months ended June 30, 2021 due to increase in gross profit as mentioned previously.

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Consumer segment net sales were $89.1 million for the six months ended June 30, 2022, as compared to $60.4 million for the six months ended June 30, 2021, an increase of approximately 47.6%. The increase was driven by favorable price/product mix and volume impact to net sales. The increase in demand primarily related to specialty products in the United States, primarily custom mixing of rubber stock to third parties.

Gross profit from the consumer segment was $18.8 million for the six months ended June 30, 2022, as compared to $7.6 million for the six months ended June 30, 2021 due primarily to sales growth, increased price/product mix and the positive impact of sales volume increase on overhead absorption.

Consumer segment income from operations was $14.1 million for the six months ended June 30, 2022, as compared to an income of $3.5 million for the six months ended June 30, 2021 due to increase in gross profit as mentioned previously.

Corporate & Unallocated Expenses

Income from operations on a segment basis did not include unallocated costs of $6.7 million for the three months ended June 30, 2022, and $12.8 million for the six months ended June 30, 2022, as compared to $6.4 million for the three months ended June 30, 2021, and $14.7 million for the six months ended June 30, 2021. Unallocated expenses are primarily comprised of corporate selling, general and administrative expenses. The year over year change is related to reductions in certain SG&A expenses primarily associated with investments to improve our supply chain and logistics processes in 2021 which did not occur in 2022.

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, 2022, the Company had $116.7 million of cash, which increased as compared to the December 31, 2021 ending balance of $98.1 million, due to the following items:

Operating Cash Flows

Summary of cash flows from operating activities:


(Amounts in thousands)	Six months ended June 30,
	2022		2021		Change
Net income	$	93,499	$	10,797	$	82,702
Depreciation and amortization	22,245		24,918		(2,673)
Deferred income tax provision	(292)		198		(490)
Income on indirect taxes	(22,450)		—		(22,450)
Loss on sale of the Australian wheel business	10,890		—		10,890
Foreign currency translation gain	(4,314)		(9,665)		5,351
Accounts receivable	(49,527)		(72,765)		23,238
Inventories	(38,884)		(53,080)		14,196
Prepaid and other current assets	(1,817)		(10,350)		8,533
Accounts payable	7,480		71,051		(63,571)
Other current liabilities	32,162		7,993		24,169
Other liabilities	2,445		(7,334)		9,779
Other operating activities	(2,519)		20,750		(23,269)
Cash provided by (used for) operating activities	$	48,918	$	(17,487)	$	66,405

In the first six months of 2022, cash flows provided by operating activities was $48.9 million, driven primarily by increases in other current liabilities of $32.2 million which includes $19.2 million income tax payable increase in foreign jurisdictions. Cash flows provided by operating activities was offset partially by increases in accounts receivable of $49.5 million and increases in inventory of $38.9 million. Growth in these liquid working capital balances relates to the significant increase in sales activity during the period. Included in net income of $93.5 million was a non-cash charge for depreciation and amortization expense of $22.2 million, income on indirect taxes of $22.5 million, and loss on sale of the Australian wheel business of $10.9 million.

Operating cash flows increased by $66.4 million when comparing the first six months of 2022 to the comparable period in 2021, which is due to the impact of higher profitability in 2022 and the managed investments in working capital to support the business growth.

Summary of the components of cash conversion cycle:


	June 30,	December 31,	June 30,
	2022	2021	2021
Days sales outstanding	48	48	55
Days inventory outstanding	85	86	86
Days payable outstanding	(57)	(61)	(59)
Cash conversion cycle	76	73	82

Cash conversion cycle decreased by 6 days when comparing the quarter ended June 30, 2022 to June 30, 2021. It is due to strategic improvement in working capital management, specifically continued focus on customer cash collections and inventory management.

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,
	2022		2021		Change
Capital expenditures	$	(19,464)	$	(14,637)	$	(4,827)

Proceeds from the sale of the Australian wheel business	9,293		—		9,293
Proceeds from sale of fixed assets	297		749		(452)


Cash used for investing activities	$	(9,874)	(13,888)		$	4,014

Net cash used for investing activities was $9.9 million in the first six months of 2022, as compared to net cash used for investing activities of $13.9 million in the first six months of 2021. The Company invested a total of $19.5 million in capital expenditures in the first six months of 2022, compared to $14.6 million in the comparable period of 2021. Capital expenditures during the first six months of 2022 and 2021 represent equipment replacement and improvements, along with new tools, dies and molds related to new product development, as the Company seeks to enhance the Company’s manufacturing capabilities and drive productivity gains. Cash provided by investing activities for the first six months of 2022 includes $9.3 million from proceeds for the sale of the Australian wheel business.

Financing Cash Flows

Summary of cash flows from financing activities:


(Amounts in thousands)	Six months ended June 30,
	2022		2021		Change
Proceeds from borrowings	$	89,015	$	459,929	$	(370,914)
Repurchase of senior secured notes	—		(413,000)		413,000
Payment on debt	(86,004)		(34,040)		(51,964)
Repurchase of common stock	(25,000)		—		(25,000)

Other financing activities	(628)		(2,040)		1,412
Cash (used for) provided by financing activities	$	(22,617)	$	10,849	$	(33,466)

During the first six months of 2022, $22.6 million of cash was used for financing activities. Proceeds from borrowings provided $89.0 million, which was offset by payment on debt of $86.0 million and repurchase of common stock of $25.0 million. The Company borrowed on the domestic revolving credit facility during the first quarter of 2022 primarily to facilitate the repurchasing of the Company's common stock from RDIF, and subsequently repaid during the second quarter of 2022 as cash flow improved. The Company reduced its domestic credit facility outstanding balance during the second quarter of 2022 with cash provided from operations resulting in an outstanding balance of $23.0 million at June 30, 2022 as compared to $29.0 million at June 30, 2021.

Debt Restrictions

The Company’s $125 million revolving credit facility (credit facility) and indenture relating to the 7.00% senior secured notes due 2028 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, 2022), 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. The Company is in compliance with these debt covenants at June 30, 2022.

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Liquidity Outlook

At June 30, 2022, the Company had $116.7 million of cash and cash equivalents. At June 30, 2022, under the Company's $125 million credit facility, there were $23.0 million in borrowings, $7.2 million in outstanding letters of credit, and the amount available totaled $94.8 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 $116.7 million included $86.9 million held in foreign countries.

The Company is expecting full year capital expenditures to be around $45 million to $50 million. Cash payments for interest are currently forecasted to be approximately $16 million for the remainder of 2022 based on June 30, 2022 debt balances. The forecasted interest payments are comprised primarily of the semi-annual payments totaling $28 million (paid in April and October) for the 7.00% senior secured notes.

Cash and cash equivalents along with anticipated internal cash flows from operations and utilization of availability on global credit facilities, 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.

During June 2022, Moody’s Investors Service upgraded its credit rating for the Company, including its senior secured notes. The rating upgrade reflected Moody's expectation that favorable demand growth in Titan's end markets, primarily agricultural equipment, will support continued strength in the Company's credit metrics into 2023.

CRITICAL ACCOUNTING ESTIMATES

There were no material changes in the Company’s Critical Accounting Estimates since the filing of the 2021 Form 10-K. As discussed in the 2021 Form 10-K, the preparation of the condensed 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. Refer to 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Titan is exposed to market risks, including changes in foreign currency exchange rates and interest rates, and commodity price fluctuations. Our exposure to market risk has not changed materially since December 31, 2021. For quantitative and qualitative disclosures about market risk, see Item 7A - Quantitative and Qualitative Disclosures About Market Risk included in the 2021 Form 10-K.

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 Securities Exchange Act of 1934 (the Exchange Act)) as of June 30, 2022. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2022, 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.

TITAN INTERNATIONAL, INC.

Changes in Internal Controls

There were no changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the second quarter of fiscal year 2022 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.

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 16- Litigation in Part I, Item 1, Notes to Condensed Consolidated Financial Statements of this Form 10-Q for further discussion, which is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in Item 1A. Risk Factors to the 2021 Form 10-K.

TITAN INTERNATIONAL, INC.

Item 6. Exhibits


31.1			Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2			Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32			Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.SCH			Inline XBRL Taxonomy Extension Schema Document

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document

104			The cover page from this Current Report on Form 10-Q formatted as inline XBRL

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:	August 1, 2022	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)