Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended: June 30, 2016
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-12936

TITAN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
36-3228472
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
2701 Spruce Street, Quincy, IL 62301
(Address of principal executive offices, including Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ  No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
Accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o  No þ

Indicate the number of shares of Titan International, Inc. outstanding: 54,046,512 shares common stock, $0.0001 par value, as of July 20, 2016.



TITAN INTERNATIONAL, INC.

TABLE OF CONTENTS

 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



PART I. FINANCIAL INFORMATION

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

Six months ended
 
June 30,

June 30,
 
2016

2015

2016

2015
 
 
 
 
 
 
 
 
Net sales
$
330,214

 
$
376,067

 
$
652,008

 
$
778,126

Cost of sales
285,139

 
325,014

 
575,045

 
684,279

Gross profit
45,075

 
51,053

 
76,963

 
93,847

Selling, general and administrative expenses
36,302

 
37,848

 
71,364

 
73,522

Research and development expenses
2,714

 
2,779

 
5,193

 
5,865

Royalty expense
2,109

 
2,895

 
4,403

 
6,120

Income (loss) from operations
3,950

 
7,531

 
(3,997
)
 
8,340

Interest expense
(7,982
)
 
(8,642
)
 
(16,494
)
 
(17,398
)
Foreign exchange gain
2,182

 
3,647

 
7,005

 
9,613

Other income
3,049

 
3,259

 
6,954

 
5,576

Income (loss) before income taxes
1,199

 
5,795

 
(6,532
)
 
6,131

Provision for income taxes
3,648

 
1,515

 
4,652

 
2,911

Net income (loss)
(2,449
)
 
4,280

 
(11,184
)
 
3,220

Net loss attributable to noncontrolling interests
(550
)
 
(2,491
)
 
(133
)
 
(3,783
)
Net income (loss) attributable to Titan
(1,899
)
 
6,771

 
(11,051
)
 
7,003

   Redemption value adjustment
(1,900
)
 
2,580

 
(7,108
)
 
(350
)
Net income (loss) applicable to common shareholders
$
(3,799
)
 
$
9,351

 
$
(18,159
)
 
$
6,653

 
 
 
 
 
 
 
 
Earnings per common share:
 

 
 

 
 

 
 

Basic
$
(.07
)
 
$
.17

 
$
(.34
)
 
$
.12

Diluted
$
(.07
)
 
$
.17

 
$
(.34
)
 
$
.12

Average common shares and equivalents outstanding:
 
 
 

 
 
 
 

Basic
53,884

 
53,686

 
53,869

 
53,674

Diluted
53,884

 
59,489

 
53,869

 
53,858

 
 
 
 
 
 
 
 
Dividends declared per common share:
$
.005

 
$
.005

 
$
.010

 
$
.010

 
 








See accompanying Notes to Consolidated Financial Statements.

1


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

 
Three months ended
 
June 30,
 
2016
 
2015
Net income (loss)
$
(2,449
)
 
$
4,280

Currency translation adjustment, net
4,346

 
4,436

Pension liability adjustments, net of tax of $(133) and $(706), respectively
448

 
1,488

Comprehensive income
2,345

 
10,204

Net comprehensive income (loss) attributable to redeemable and noncontrolling interests
706

 
(1,904
)
Comprehensive income attributable to Titan
$
1,639

 
$
12,108



 
Six months ended
 
June 30,
 
2016
 
2015
Net income (loss)
$
(11,184
)
 
$
3,220

Currency translation adjustment, net
21,931

 
(40,950
)
Pension liability adjustments, net of tax of $(304) and $(806), respectively
735

 
1,497

Comprehensive income (loss)
11,482

 
(36,233
)
Net comprehensive income (loss) attributable to redeemable and noncontrolling interests
6,106

 
(4,917
)
Comprehensive income (loss) attributable to Titan
$
5,376

 
$
(31,316
)


























See accompanying Notes to Consolidated Financial Statements.

2


TITAN INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(All amounts in thousands, except share data)

 
June 30,
 
December 31,
 
2016
 
2015
 
(unaudited)
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
207,238

 
$
200,188

  Accounts receivable, net
196,718

 
177,389

Inventories
273,744

 
269,791

Prepaid and other current assets
72,352

 
62,633

Total current assets
750,052

 
710,001

Property, plant and equipment, net
449,472

 
450,020

Deferred income taxes
7,158

 
5,967

Other assets
101,790

 
104,242

Total assets
$
1,308,472

 
$
1,270,230

 
 
 
 
Liabilities
 

 
 

Current liabilities
 

 
 

Short-term debt
$
89,038

 
$
31,222

Accounts payable
145,568

 
123,154

Other current liabilities
122,252

 
115,721

Total current liabilities
356,858

 
270,097

Long-term debt
414,570

 
475,443

Deferred income taxes
16,852

 
14,509

Other long-term liabilities
86,180

 
88,324

Total liabilities
874,460

 
848,373

 
 
 
 
Redeemable noncontrolling interest
100,777

 
77,174

 
 
 
 
Equity
 

 
 

Titan stockholders' equity


 


  Common stock ($0.0001 par value, 120,000,000 shares authorized, 55,253,092 issued, 53,984,344 outstanding)
—

 
—

Additional paid-in capital
481,930

 
497,008

Retained earnings
37,746

 
49,297

Treasury stock (at cost, 1,268,748 and 1,339,583 shares, respectively)
(11,784
)
 
(12,420
)
Treasury stock reserved for deferred compensation
(1,075
)
 
(1,075
)
Accumulated other comprehensive loss
(171,324
)
 
(187,751
)
Total Titan stockholders’ equity
335,493

 
345,059

Noncontrolling interests
(2,258
)
 
(376
)
Total equity
333,235

 
344,683

Total liabilities and equity
$
1,308,472

 
$
1,270,230

 


See accompanying Notes to Consolidated Financial Statements.

3


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


 
 Number of
common shares
 
Additional
paid-in
capital
 
Retained earnings
 
Treasury stock
 
Treasury stock
 reserved for
deferred compensation
 
Accumulated other comprehensive income (loss)
 
Total Titan Equity
 
 Noncontrolling interest
 
Total Equity
Balance January 1, 2016
53,913,509

 
$
497,008

 
$
49,297

 
$
(12,420
)
 
$
(1,075
)
 
$
(187,751
)
 
$
345,059

 
$
(376
)
 
$
344,683

Net loss *


 


 
(11,051
)
 


 


 


 
(11,051
)
 
(1,665
)
 
(12,716
)
Currency translation adjustment, net of tax *
 
 
 
 
 
 
 
 
 
 
19,183

 
19,183

 
(177
)
 
19,006

Pension liability adjustments, net of tax


 


 


 


 


 
735

 
735

 
 
 
735

Dividends on common stock


 


 
(540
)
 


 


 


 
(540
)
 
 
 
(540
)
Restricted stock awards
8,750

 
(79
)
 
 
 
79

 
 
 
 
 
—

 
 
 
—

Acquisition of additional interest


 
(8,548
)
 
40

 


 


 
(3,491
)
 
(11,999
)
 
(40
)
 
(12,039
)
Redemption value adjustment


 
(7,108
)
 
 
 


 
 
 
 
 
(7,108
)
 
 
 
(7,108
)
Stock-based compensation


 
931

 


 


 


 


 
931

 
 
 
931

Issuance of treasury stock under 401(k) plan
62,085

 
(274
)
 


 
557

 


 


 
283

 
 
 
283

Balance June 30, 2016
53,984,344

 
$
481,930

 
$
37,746

 
$
(11,784
)
 
$
(1,075
)
 
$
(171,324
)
 
$
335,493

 
$
(2,258
)
 
$
333,235

 
* Net loss excludes $1,532 of net gain attributable to redeemable noncontrolling interest. Currency translation adjustment excludes $2,924 of currency translation related to redeemable noncontrolling interest.

















See accompanying Notes to Consolidated Financial Statements.

4


TITAN INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(All amounts in thousands)
 
Six months ended
June 30,
Cash flows from operating activities:
2016
 
2015
Net income (loss)
$
(11,184
)
 
$
3,220

Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
 

 
 

Depreciation and amortization
30,615

 
36,604

Deferred income tax provision
600

 
(5,602
)
Stock-based compensation
931

 
1,339

Excess tax benefit from stock-based compensation
—

 
538

Issuance of treasury stock under 401(k) plan
283

 
304

Foreign currency translation loss
6,740

 
9,366

(Increase) decrease in assets:
 

 
 

Accounts receivable
(9,789
)
 
(37,149
)
Inventories
5,258

 
8,721

Prepaid and other current assets
(7,583
)
 
2,868

Other assets
(1,318
)
 
(688
)
Increase (decrease) in liabilities:
 

 
 

Accounts payable
15,007

 
4,423

Other current liabilities
3,523

 
(1,988
)
Other liabilities
(3,411
)
 
(14,114
)
Net cash provided by operating activities
29,672

 
7,842

Cash flows from investing activities:
 

 
 

Capital expenditures
(18,050
)
 
(22,505
)
Other
1,294

 
2,708

Net cash used for investing activities
(16,756
)
 
(19,797
)
Cash flows from financing activities:
 

 
 

Proceeds from borrowings
1,559

 
13,239

Payment on debt
(10,248
)
 
(8,517
)
Proceeds from exercise of stock options
—

 
144

Excess tax benefit from stock-based compensation
—

 
(538
)
Dividends paid
(540
)
 
(538
)
Net cash provided by (used for) financing activities
(9,229
)
 
3,790

Effect of exchange rate changes on cash
3,363

 
(5,802
)
Net increase (decrease) in cash and cash equivalents
7,050

 
(13,967
)
Cash and cash equivalents, beginning of period
200,188

 
201,451

Cash and cash equivalents, end of period
$
207,238

 
$
187,484

 
 
 
 
Supplemental information:
 
 
 
Interest paid
$
16,510

 
$
20,063

Income taxes paid, net of refunds received
$
3,367

 
$
(884
)














See accompanying Notes to Consolidated Financial Statements.

5


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


1.
ACCOUNTING POLICIES

In the opinion of Titan International, Inc. (Titan or the Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are normal and recurring in nature and necessary for a fair statement of the Company's financial position as of June 30, 2016, and the results of operations and cash flows for the three and six months ended June 30, 2016 and 2015.

Accounting policies have continued without significant change and are described in the Description of Business and Significant Accounting Policies contained in the Company's 2015 Annual Report on Form 10-K. These interim financial statements have been prepared pursuant to the Securities and Exchange Commission's rules for Form 10-Q's and, therefore, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2015 Annual Report on Form 10-K.

Sales
Sales and revenues are presented net of sales taxes and other related taxes.

Fair value of financial instruments
The Company records all financial instruments, including cash and cash equivalents, accounts receivable, notes receivable, accounts payable, and other accruals at cost, which approximates fair value due to their short term or stated rates.  Investments in marketable equity securities are recorded at fair value.  The 6.875% senior secured notes due 2020 (senior secured notes) and 5.625% convertible senior subordinated notes due 2017 (convertible notes) are carried at cost of $395.4 million and $60.0 million at June 30, 2016, respectively. The fair value of the senior secured notes at June 30, 2016, as obtained through an independent pricing source, was approximately $348.0 million.

Cash dividends
The Company declared cash dividends of $.005 and $.010 per share of common stock for each of the three and six months ended June 30, 2016 and 2015. The second quarter 2016 cash dividend of $.005 per share of common stock was paid July 15, 2016, to stockholders of record on June 30, 2016.

Use of estimates
The policies utilized by the Company in the preparation of the financial statements conform to accounting principles generally accepted in the United States of America and require 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 financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual amounts could differ from these estimates and assumptions.

Recently issued accounting standards
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." This update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires disclosure about the nature, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this update were deferred by ASU No. 2015-14, "Revenue form Contracts with Customers (Topic 606) Deferral of Effective Date", and are now effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The Company will adopt the guidance in the year beginning on January 1, 2018, and is currently assessing the impact that adopting this new accounting guidance will have on the Company's consolidated financial statements.





6


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

In April 2016, the FASB issued ASU No. 2016-10, "Identifying Performance Obligations and Licensing." This ASU clarifies the following aspects of Topic 606: identifying performance obligations and the licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, "Narrow-Scope Improvements and Practical Expedients." This ASU affects only narrow aspects of Topic 606 related to: assessing the collectability criterion; presentation of sales tax; noncash consideration; and contract modifications and completed contracts at transition. The amendments in these updates affect the guidance in ASU 2014-09, and the effective dates are the same as those for ASU No. 2014-09.

In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This update amends existing guidance to require that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this update were effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. As a result of adopting this update, $5.0 million of debt issuance cost was reclassified from other long-term assets to long-term debt as of December 31, 2015.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." This update was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company's consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-07, "Simplifying the Transition to Equity Method of Accounting." This update eliminates the requirement to retroactively adopt the equity method of accounting when an investment qualifies for use of the equity method as a result of the increase in the level of ownership. The amendments in this update are effective for fiscal years, including interim periods within those years, beginning after December 15, 2016. Early application is permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company's consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting." This update involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company's consolidated financial statements.

Reclassification
Certain amounts from prior years have been reclassified to conform to the current year's presentation. The Company has implemented new technology resources which allow for more accurate segregation of sales and profit by segment. The previous year segment information has been updated to be consistent.


2. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following (amounts in thousands):
 
June 30,
2016
 
December 31,
2015
Accounts receivable
$
201,014

 
$
181,916

Allowance for doubtful accounts
(4,296
)
 
(4,527
)
Accounts receivable, net
$
196,718

 
$
177,389

 
Accounts receivable are reduced by an allowance for doubtful accounts which is based on historical losses.



7


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

3. INVENTORIES
 
Inventories consisted of the following (amounts in thousands):
 
June 30,
2016
 
December 31,
2015
Raw material
$
72,516

 
$
85,490

Work-in-process
31,582

 
31,866

Finished goods
171,261

 
158,997

 
275,359

 
276,353

Adjustment to LIFO
(1,615
)
 
(6,562
)
 
$
273,744

 
$
269,791

 
Inventories are valued at lower of cost or market. The majority of inventories are valued under the first-in, first-out (FIFO) method or average cost method. At June 30, 2016, approximately 7% of the Company's inventories were valued under the last-in, first-out (LIFO) method compared to 8% at December 31, 2015.


4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consisted of the following (amounts in thousands):
 
June 30,
2016
 
December 31,
2015
Land and improvements
$
46,017

 
$
46,776

Buildings and improvements
234,649

 
241,666

Machinery and equipment
568,519

 
540,549

Tools, dies and molds
106,618

 
102,723

Construction-in-process
40,695

 
36,500

 
996,498

 
968,214

Less accumulated depreciation
(547,026
)
 
(518,194
)
 
$
449,472

 
$
450,020

 
Depreciation on fixed assets for the six months ended June 30, 2016 and 2015, totaled $28.9 million and $34.0 million, respectively.
 
Included in the total building and improvements are capital leases of $3.1 million and $3.7 million at June 30, 2016, and December 31, 2015, respectively. Included in the total of machinery and equipment are capital leases of $28.2 million and $33.0 million at June 30, 2016, and December 31, 2015, respectively.

As a result of continued downturns in the Company's markets and operating loss, the Company determined in the second quarter of 2016 that events and circumstances indicated that the carrying value of fixed assets at the Bryan, Ohio, location may not be recoverable. Certain fixed assets were reviewed for recoverability. No impairment was identified.


8


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

5. INTANGIBLE ASSETS

The components of intangible assets consisted of the following (amounts in thousands):
 
Weighted Average Useful Lives (in Years)
 
June 30,
2016
 
December 31,
2015
Amortizable intangible assets:
 
 
 
 
 
     Customer relationships
11.2
 
$
13,671

 
$
13,413

     Patents, trademarks and other
8.3
 
14,278

 
13,237

          Total at cost
 
 
27,949

 
26,650

     Less accumulated amortization
 
 
(10,377
)
 
(8,852
)
 
 
 
$
17,572

 
$
17,798

   
Amortization related to intangible assets for the six months ended June 30, 2016 and 2015, totaled $1.1 million and $1.8 million, respectively. Intangible assets are included as a component of other assets in the Consolidated Condensed Balance Sheet.

The estimated aggregate amortization expense at June 30, 2016, is as follows (amounts in thousands):
July 1 - December 31, 2016
$
1,228

2017
2,153

2018
2,153

2019
2,153

2020
2,153

Thereafter
7,732

 
$
17,572



6. WARRANTY

Changes in the warranty liability consisted of the following (amounts in thousands):
 
2016
 
2015
Warranty liability, January 1
$
23,120

 
$
28,144

Provision for warranty liabilities
3,373

 
5,558

Warranty payments made
(6,205
)
 
(7,171
)
Warranty liability, June 30
$
20,288

 
$
26,531


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




9


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

7. REVOLVING CREDIT FACILITY AND LONG-TERM DEBT
 
Long-term debt consisted of the following (amounts in thousands):
 
June 30, 2016
 
Principal Balance
 
Unamortized Discount
 
Net Carrying Amount
6.875% senior secured notes due 2020
$
400,000

 
$
(4,623
)
 
$
395,377

5.625% convertible senior subordinated notes due 2017
60,161

 
(167
)
 
59,994

Titan Europe credit facilities
38,818

 
—

 
38,818

Other debt
8,017

 
—

 
8,017

Capital leases
1,402

 
—

 
1,402

     Total debt
508,398

 
(4,790
)
 
503,608

Less amounts due within one year
89,205

 
(167
)
 
89,038

     Total long-term debt
$
419,193

 
$
(4,623
)
 
$
414,570

 
 
December 31, 2015
 
Principal Balance
 
Unamortized Discount
 
Net Carrying Amount
6.875% senior secured notes due 2020
$
400,000

 
$
(4,640
)
 
$
395,360

5.625% convertible senior subordinated notes due 2017
60,161

 
(321
)
 
59,840

Titan Europe credit facilities
38,059

 
—

 
38,059

Other debt
11,531

 
—

 
11,531

Capital leases
1,875

 
—

 
1,875

     Total debt
511,626

 
(4,961
)
 
506,665

Less amounts due within one year
31,222

 
—

 
31,222

     Total long-term debt
$
480,404

 
$
(4,961
)
 
$
475,443



Aggregate maturities of long-term debt at June 30, 2016, were as follows (amounts in thousands):
July 1 - December 31, 2016
$
28,801

2017
71,082

2018
4,952

2019
1,978

2020
401,499

Thereafter
86

 
$
508,398

 
6.875% senior secured notes due 2020
The Company’s 6.875% senior secured notes (senior secured notes) are due October 2020. These notes are secured by the land and buildings of the following subsidiaries of the Company:  Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport, and Titan Wheel Corporation of Illinois.


10


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

5.625% convertible senior subordinated notes due 2017
The Company’s 5.625% convertible senior subordinated notes (convertible notes) are due January 2017.  The initial base conversion rate for the convertible notes is 93.0016 shares of Titan common stock per $1,000 principal amount of convertible notes, equivalent to an initial base conversion price of approximately $10.75 per share of Titan common stock.  If the price of Titan common stock at the time of determination exceeds the base conversion price, the base conversion rate will be increased by an additional number of shares (up to 9.3002 shares of Titan common stock per $1,000 principal amount of convertible notes) as determined pursuant to a formula described in the indenture.  The base conversion rate will be subject to adjustment in certain events.  See the indenture incorporated by reference to the Company's most recent Form 10-K for additional information.

Titan Europe credit facilities
The Titan Europe credit facilities contain borrowings from various institutions totaling $38.8 million at June 30, 2016. Maturity dates on this debt range from less than one year to nine years and interest rates range from 5% to 6.9%. The Titan Europe facilities are secured by the assets of its subsidiaries in Italy, Spain, Germany and Brazil.

Revolving credit facility
The Company’s $150 million revolving credit facility (credit facility) with agent Bank of America, N.A. has a December 2017 termination date and is collateralized by the accounts receivable and inventory of certain Titan domestic subsidiaries.  Titan's availability under this domestic facility may be less than $150 million as a result of eligible accounts receivable and inventory balances at certain of its domestic subsidiaries. At June 30, 2016, the amount available was $47.4 million as a result of the outstanding letters of credit and the Company's decrease in sales, which impacted both accounts receivable and inventory balances. During the first six months of 2016 and at June 30, 2016, there were no borrowings under the credit facility.

Other debt
Titan Brazil has working capital loans for the Sao Paulo, Brazil manufacturing facility totaling $6.9 million at June 30, 2016. Maturity dates on this debt range from less than one year to two years and interest rates range from 5.5% to 8%.


8. DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses financial derivatives to mitigate its exposure to volatility in foreign currency exchange rates. These derivative financial instruments are recognized at fair value. The Company has not designated these financial instruments as hedging instruments. Any gain or loss on the re-measurement of the fair value is recorded as an offset to currency exchange gain/loss. For the three months ended June 30, 2016, the Company recorded currency exchange gain of $0.5 million related to these derivatives. For the six months ended June 30, 2016, the Company recorded currency exchange gain of $0.7 million related to these derivatives.


9. REDEEMABLE NONCONTROLLING INTEREST

The Company has a shareholders’ agreement with One Equity Partners (OEP) and the Russian Direct Investment Fund (RDIF) which was used for the acquisition of Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia. The agreement contains a settlement put option which is exercisable July through December of 2018 and may require Titan to purchase the shares of OEP and RDIF, with cash or Titan common stock, at a value set by the agreement. The value set by the agreement is the greater of: the aggregate of the investment of the selling party and an amount representing an internal rate of return of 8%; or the last twelve months of EBITDA times 5.5 less net debt times the ownership percentage. The value of the redeemable noncontrolling interest has been recorded at the aggregate of the investment of the selling party and an amount representing an internal rate of return of 8%, which is currently greater.
The redemption features of the settlement put option are not solely within the Company’s control and the noncontrolling interest is presented as redeemable noncontrolling interest separately from total equity in the Consolidated Balance Sheet at the redemption value of the settlement put option. If the redemption value is greater than the carrying value of the noncontrolling interest, the increase is adjusted directly to retained earnings of the affected entity, or additional paid-in capital if there are no available retained earnings applicable to the redeemable noncontrolling interest.

11


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

In the first quarter of 2016, the Company acquired $25 million of additional shares in the consortium owning Voltyre-Prom, increasing Titan's ownership to 43% from 30%. The acquisition of shares was transacted through the conversion of an intercompany note previously held by Titan. As a result of the ownership change, the balance of the redeemable noncontrolling interest increased by $12 million which is comprised of a $3.5 million reclassification of currency translation and an $8.5 million reclassification of other equity.
The following is a reconciliation of redeemable noncontrolling interest as of June 30, 2016 and 2015 (amounts in thousands):
 
2016
 
2015
Balance at January 1
$
77,174

 
$
71,192

   Reclassification as a result of ownership change
12,039

 
—

   Income attributable to redeemable noncontrolling interest
1,532

 
37

   Currency translation
2,924

 
(1,068
)
   Redemption value adjustment
7,108

 
350

Balance at June 30
$
100,777

 
$
70,511


This obligation approximates the cost if all remaining shares were purchased by the Company on June 30, 2016, and is presented in the Consolidated Condensed Balance Sheet in redeemable noncontrolling interest, which is treated as mezzanine equity.


10. LEASE COMMITMENTS

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

At June 30, 2016, future minimum rental commitments under noncancellable operating leases with initial terms of at least one year were as follows (amounts in thousands):
July 1 - December 31, 2016
$
2,909

2017
3,279

2018
2,032

2019
1,588

2020
1,074

Thereafter
449

Total future minimum lease payments
$
11,331


At June 30, 2016, the Company had assets held as capital leases with a net book value of $7.6 million included in property, plant and equipment. Total future capital lease obligations relating to these leases are as follows (amounts in thousands):
July 1 - December 31, 2016
$
615

2017
441

2018
196

2019
128

2020
20

Thereafter
2

Total future capital lease obligation payments
1,402

Less amount representing interest
(28
)
Present value of future capital lease obligation payments
$
1,374



12


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

11. EMPLOYEE BENEFIT PLANS
 
The Company has three frozen defined benefit pension plans covering certain employees or former employees of three U.S. subsidiaries. The Company also has pension plans covering certain employees of several foreign subsidiaries. The Company also sponsors a number of defined contribution plans in the U.S. and at foreign subsidiaries. The Company contributed approximately $1.9 million to the pension plans during the six months ended June 30, 2016, and expects to contribute approximately $2.3 million to the pension plans during the remainder of 2016.
 
The components of net periodic pension cost consisted of the following (amounts in thousands):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Service cost
$
206

 
$
179

 
$
312

 
$
172

Interest cost
1,233

 
1,306

 
2,470

 
1,224

Expected return on assets
(1,395
)
 
(1,531
)
 
(2,788
)
 
(1,519
)
Amortization of unrecognized prior service cost
34

 
34

 
68

 
34

Amortization of net unrecognized loss
762

 
729

 
1,527

 
729

      Net periodic pension cost
$
840

 
$
717

 
$
1,589

 
$
640



12. VARIABLE INTEREST ENTITIES
 
The Company holds a variable interest in three joint ventures for which the Company is the primary beneficiary. Two of the joint ventures operate distribution facilities which primarily distribute mining products. One of these facilities is located in Canada and the other is located in Australia. The Company’s variable interest in these joint ventures relates to sales of Titan product to these entities, consigned inventory and working capital loans. The third joint venture is the consortium which owns Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia. Titan is acting as operating partner with responsibility for Voltyre-Prom’s daily operations. The Company has also provided working capital loans to Voltyre-Prom.
 
As the primary beneficiary of these variable interest entities (VIEs), the entities’ assets, liabilities and results of operations are included in the Company’s consolidated financial statements. The other equity holders’ interests are reflected in “Net loss attributable to noncontrolling interests” in the Consolidated Condensed Statements of Operations and “Noncontrolling interests” in the Consolidated Condensed Balance Sheets.
 

13


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

The following table summarizes the carrying amount of the entities’ assets and liabilities included in the Company’s Consolidated Condensed Balance Sheets at June 30, 2016 and December 31, 2015 (amounts in thousands):
 
June 30,
2016
 
December 31, 2015
Cash and cash equivalents
$
16,472

 
$
9,245

Inventory
10,866

 
7,993

Other current assets
8,722

 
13,763

Property, plant and equipment, net
27,430

 
25,181

Other noncurrent assets
5,313

 
5,179

   Total assets
$
68,803

 
$
61,361

 
 
 
 
Current liabilities
$
15,178

 
$
12,850

Noncurrent liabilities
4,377

 
2,865

  Total liabilities
$
19,555

 
$
15,715

 
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.


13. ROYALTY EXPENSE

The Company has trademark license agreements with Goodyear to manufacture and sell certain farm tires under the Goodyear name. These agreements cover sales in North America, Latin America, Europe, the Middle East, Africa, Russia and other Commonwealth of Independent States countries. The North American and Latin American farm tire royalties were prepaid through March 2018 as a part of the 2011 Goodyear Latin American farm tire acquisition. The Company also has a trademark license agreement with Goodyear to manufacture and sell certain non-farm tire products in Latin America. Royalty expenses recorded were $2.1 million and $2.9 million for the quarters ended June 30, 2016 and 2015, respectively. Royalty expenses were $4.4 million and $6.1 million for the six months ended June 30, 2016 and 2015, respectively.


14. OTHER INCOME

Other income consisted of the following (amounts in thousands):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Gain on sale of assets
$
—

 
$
58

 
$
2,342

 
$
57

Wheels India Limited equity income
1,152

 
867

 
1,649

 
860

Interest income
842

 
956

 
1,253

 
1,564

Building rental income
609

 
258

 
971

 
498

Discount amortization on prepaid royalty
320

 
472

 
779

 
1,083

Other income (expense)
126

 
648

 
(40
)
 
1,514

 
$
3,049

 
$
3,259

 
$
6,954

 
$
5,576




14


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

15. INCOME TAXES

The Company recorded income tax expense of $3.6 million and $1.5 million for the quarters ended June 30, 2016 and 2015, respectively. For the six months ended June 30, 2016 and 2015, the Company recorded income tax expense of $4.7 million and $2.9 million. The Company's effective income tax rate was 304% and 26% for the quarters ended June 30, 2016 and 2015, and (71%) and 47% for the six months ended June 30, 2016 and 2015, respectively.

The Company’s 2016 income tax expense and rate differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of U.S. and certain foreign jurisdictions that incurred a full valuation allowance on deferred tax assets created by current year projected losses. In addition, tax expense was recorded on certain profitable foreign jurisdictions that included non-deductible expenses for tax purposes.

The Company's 2015 income tax expense and rate differs 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 certain foreign jurisdictions that incurred a full valuation allowance on deferred tax assets created by current year projected losses and foreign income taxed in the U.S. offset by net discrete benefits related to a U.S. check the box election and tax law enactments. In addition, the Company’s high effective tax rate is driven by a modest or almost break even consolidated pre-tax accounting income for the period.

The Company continues to monitor the realization of its deferred tax assets and assess 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 includes profit and loss positions and weighs this analysis to determine if a valuation allowance is needed. This process requires management to make estimates, assumptions and judgments that are uncertain in nature. The Company has established valuation allowances on U.S. and certain foreign jurisdictions and continues to monitor and assess potential valuation allowances in all its jurisdictions.

The Company is involved in various tax matters, some of which the outcome is uncertain. These audits may result in the assessment of additional taxes that are subsequently resolved with authorities or potentially through the courts. The IRS issued an audit report on July 15, 2016 for the tax years 2010 through 2014 and a notice of proposed adjustment. Although the Company believes that it will ultimately be successful in defending these matters, a settlement of 10% of the proposed adjustment would result in $0.6 million of additional tax liability.


15


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

16. 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,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Net income (loss) attributable to Titan
$
(1,899
)
 
$
6,771

 
$
(11,051
)
 
$
7,003

   Redemption value adjustment
(1,900
)
 
2,580

 
(7,108
)
 
(350
)
Net income (loss) applicable to common shareholders
(3,799
)
 
9,351

 
(18,159
)
 
6,653

   Effect of convertible notes
—

 
609

 
—

 
—

Net income (loss) applicable to common shareholders and assumed conversions
$
(3,799
)
 
$
9,960

 
$
(18,159
)
 
$
6,653

Determination of Shares:
 
 
 
 
 
 
 
   Weighted average shares outstanding (basic)
53,884

 
53,686

 
53,869

 
53,674

   Effect of stock options/trusts
—

 
208

 
—

 
184

   Effect of convertible notes
—

 
5,595

 
—

 
—

   Weighted average shares outstanding (diluted)
53,884

 
59,489

 
53,869

 
53,858

Earnings per share:
 
 
 
 
 
 
 
   Basic
(0.07
)
 
0.17

 
(0.34
)
 
0.12

   Diluted
(0.07
)
 
0.17

 
(0.34
)
 
0.12


The effect of stock options/trusts has been excluded for the three and six months ended June 30, 2016, as the effect would have been antidilutive. The weighted average share amount excluded was 0.3 million for the three months ended June 30, 2016 and and 0.2 million for the six months ended June 30, 2016.

The effect of convertible notes has been excluded for the three months ended June 30, 2016, and the six months ended June 30, 2016 and 2015, as the effect would have been antidilutive. The weighted average share amount excluded for convertible notes totaled 5.6 million shares for the three months ended June 30, 2016, and the six months ended June 30, 2016 and 2015.


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



16


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

18. SEGMENT INFORMATION

The table below presents information about certain operating results of segments for the three and six months ended June 30, 2016 and 2015 (amounts in thousands):

Three months ended
 
Six months ended

June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Revenues from external customers
 
 
 
 

 

Agricultural
$
146,715

 
$
175,150

 
$
299,540

 
$
368,878

Earthmoving/construction
141,029

 
153,277

 
272,733

 
311,803

Consumer
42,470

 
47,640

 
79,735

 
97,445

 
$
330,214

 
$
376,067

 
$
652,008

 
$
778,126

Gross profit
 

 
 

 
 
 
 
Agricultural
$
24,051

 
$
28,809

 
$
43,328

 
$
51,617

Earthmoving/construction
15,589

 
15,766

 
25,367

 
28,723

Consumer
5,435

 
6,478

 
8,268

 
13,507

 
$
45,075

 
$
51,053

 
$
76,963

 
$
93,847

Income (loss) from operations
 

 
 

 
 
 
 
Agricultural
$
15,706

 
$
19,847

 
$
27,063

 
$
33,014

Earthmoving/construction
4,487

 
3,988

 
3,820

 
4,706

Consumer
1,631

 
2,519

 
886

 
5,966

Corporate
(17,874
)
 
(18,823
)
 
(35,766
)
 
(35,346
)
      Income (loss) from operations
3,950

 
7,531

 
(3,997
)
 
8,340

 
 
 
 
 
 
 
 
Interest expense
(7,982
)
 
(8,642
)
 
(16,494
)
 
(17,398
)
Foreign exchange gain
2,182

 
3,647

 
7,005

 
9,613

Other income, net
3,049

 
3,259

 
6,954

 
5,576

      Income (loss) before income taxes
$
1,199

 
$
5,795

 
$
(6,532
)
 
$
6,131


Assets by segment were as follows (amounts in thousands):
 
June 30,
2016
 
December 31,
2015
Total assets
 

 
 

Agricultural
$
427,236

 
$
426,498

Earthmoving/construction
471,147

 
432,616

Consumer
136,180

 
137,227

Unallocated corporate
273,909

 
273,889

 
$
1,308,472

 
$
1,270,230

 




17


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

19. FAIR VALUE MEASUREMENTS
 
Accounting standards for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers are defined as:
 
Level 1 – Quoted prices in active markets for identical instruments.
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable.
Level 3 – Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
 
Assets and liabilities measured at fair value on a recurring basis consisted of the following (amounts in thousands):
 
June 30, 2016
 
December 31, 2015
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
Contractual obligation investments
$
8,969


$
8,969


$
—


$
—

 
$
9,480

 
$
9,480

 
$
—

 
$
—

Derivative financial instruments asset
709

 
—

 
709

 
—

 
66

 
—

 
66

 
—

Preferred stock
250

 
—

 
—

 
250

 
250

 
—

 
—

 
250

Derivative financial instruments liability
—

 
—

 
—

 
—

 
(8
)
 
—

 
(8
)
 
—

Total
$
9,928

 
$
8,969

 
$
709

 
$
250

 
$
9,788

 
$
9,480

 
$
58

 
$
250

 
The following table presents the changes during the periods presented in Titan's Level 3 investments that are measured at fair value on a recurring basis (amounts in thousands):
 
Preferred stock
Balance at December 31, 2015
$
250

  Total realized and unrealized gains and losses
—

Balance as of June 30, 2016
$
250



20. RELATED PARTY TRANSACTIONS
 
The Company sells products and pays commissions to companies controlled by persons related to the chief executive officer of the Company.  The related party is Mr. Fred Taylor, Mr. Maurice Taylor’s brother.  The companies which Mr. Fred Taylor is associated with that do business with Titan include the following:  Blackstone OTR, LLC; FBT Enterprises; and OTR Wheel Engineering.  Sales of Titan products to these companies were approximately $0.2 million and $0.5 million for the for the three and six months ended June 30, 2016, respectively, as compared to $0.8 million and $1.5 million for the three and six months ended June 30, 2015, respectively. Titan had trade receivables due from these companies of approximately $0.0 million at June 30, 2016, and approximately $0.4 million at December 31, 2015.  Sales commissions paid to above companies were approximately $0.4 million and $1.0 million for each of the three and six months ended June 30, 2016, respectively, as compared to $0.5 million and $1.1 million for the three and six months ended June 30, 2015, respectively.
 
Mr. Fred Taylor is also associated with Green Carbon, Inc. Titan owns 60% and Green Carbon, Inc. owns 10% in Titan Tire Reclamation Corporation, which is located in Alberta Canada. Titan had purchases from Green Carbon, Inc. of $2.1 million for the three and six months ended June 30, 2015. Titan has made no purchases is 2016.
 
In July 2013, the Company entered into a Shareholders’ Agreement between One Equity Partners (OEP) and the Russian Direct Investment Fund (RDIF) to acquire Voltyre-Prom, a leading producer of agricultural and industrial tires located in Volgograd, Russia.  Mr. Richard M. Cashin, a director of the Company, is President of OEP which owns 21.4% of the joint venture.  The Shareholder’s agreement contains a settlement put option which may require the Company to purchase shares from OEP and RDIF at a value set by the agreement.  See Note 9 for additional information.

18


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

 
The Company has a 34.2% equity stake in Wheels India Limited, a company incorporated in India and listed on the National Stock Exchange in India. The Company has a 19.5% equity stake in Titan-Yuxiang Wheel (Liuzhou) Co., Ltd, a company incorporated in China. The Company has a 49% equity stake in Central Iowa Training and Enrichment Center, LLC, a commercial building located in Boone, IA.


21. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consisted of the following (amounts in thousands):
 
Currency
Translation
Adjustments
 
Unrecognized
Losses and
Prior Service
Cost
 
 
 
Total
Balance at April 1, 2016
$
(148,429
)
 
$
(26,434
)
 
$
(174,863
)
Currency translation adjustments
3,091

 
—

 
3,091

Defined benefit pension plan entries:
 

 
 

 
 

Amortization of unrecognized losses and prior
 
 
 
 
 
service cost, net of tax of $(133)
 
 
448

 
448

Balance at June 30, 2016
$
(145,338
)
 
$
(25,986
)
 
$
(171,324
)
 
Currency
Translation
Adjustments
 
Unrecognized
Losses and
Prior Service
Cost
 
 
 
Total
Balance at January 1, 2016
$
(161,030
)
 
$
(26,721
)
 
$
(187,751
)
 
 
 
 
 
 
Currency translation adjustments
19,183

 
—

 
19,183

Defined benefit pension plan entries:
 

 
 

 
 

Amortization of unrecognized losses and prior
 
 
 
 
 
  service cost, net of tax of $(304)
—

 
735

 
735

Reclassification as a result of ownership change
(3,491
)
 
 
 
(3,491
)
Balance at June 30, 2016
$
(145,338
)
 
$
(25,986
)
 
$
(171,324
)


22. SUBSIDIARY GUARANTOR FINANCIAL INFORMATION

The Company's 6.875% senior secured notes due 2020 and 5.625% convertible senior subordinated notes are guaranteed by the following 100% owned subsidiaries of the Company: Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport, and Titan Wheel Corporation of Illinois. The note guarantees are full and unconditional, joint and several obligations of the guarantors. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. See the indenture incorporated by reference to the Company's most recent Form 10-K for additional information. The following condensed consolidating financial statements are presented using the equity method of accounting. Certain sales and marketing expenses recorded by non-guarantor subsidiaries have not been allocated to the guarantor subsidiaries.


19


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

(Amounts in thousands)
Consolidating Condensed Statements of Operations
For the Three Months Ended June 30, 2016
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
126,140

 
$
204,074

 
$
—

 
$
330,214

Cost of sales
77

 
104,378

 
180,684

 
—

 
285,139

Gross profit (loss)
(77
)
 
21,762

 
23,390

 
—

 
45,075

Selling, general and administrative expenses
2,969

 
15,787

 
17,546

 
—

 
36,302

Research and development expenses
—

 
677

 
2,037

 
—

 
2,714

Royalty expense
125

 
1,080

 
904

 
—

 
2,109

Income (loss) from operations
(3,171
)
 
4,218

 
2,903

 
—

 
3,950

Interest expense
(7,811
)
 
—

 
(171
)
 
—

 
(7,982
)
Intercompany interest income (expense)
363

 
—

 
(363
)
 
—

 
—

Foreign exchange gain
—

 
204

 
1,978

 
—

 
2,182

Other income
245

 
74

 
2,730

 
—

 
3,049

Income (loss) before income taxes
(10,374
)
 
4,496

 
7,077

 
—

 
1,199

Provision (benefit) for income taxes
(648
)
 
1,674

 
2,622

 
—

 
3,648

Equity in earnings of subsidiaries
7,277

 
—

 
(200
)
 
(7,077
)
 
—

Net income (loss)
(2,449
)
 
2,822

 
4,255

 
(7,077
)
 
(2,449
)
Net loss noncontrolling interests
—

 
—

 
(550
)
 
—

 
(550
)
Net income (loss) attributable to Titan
$
(2,449
)
 
$
2,822

 
$
4,805

 
$
(7,077
)
 
$
(1,899
)


(Amounts in thousands)
Consolidating Condensed Statements of Operations
For the Three Months Ended June 30, 2015
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
173,334

 
$
202,733

 
$
—

 
$
376,067

Cost of sales
207

 
141,328

 
183,479

 
—

 
325,014

Gross profit (loss)
(207
)
 
32,006

 
19,254

 
—

 
51,053

Selling, general and administrative expenses
2,617

 
16,757

 
18,474

 
—

 
37,848

Research and development expenses
—

 
805

 
1,974

 
—

 
2,779

Royalty expense
—

 
1,832

 
1,063

 
—

 
2,895

Income (loss) from operations
(2,824
)
 
12,612

 
(2,257
)
 
—

 
7,531

Interest expense
(8,094
)
 
(1
)
 
(547
)
 
—

 
(8,642
)
Intercompany interest income (expense)
248

 
—

 
(248
)
 
—

 
—

Foreign exchange gain (loss)
(1,425
)
 
(80
)
 
5,152

 


 
3,647

Other income
1,032

 
83

 
2,144

 
—

 
3,259

Income (loss) before income taxes
(11,063
)
 
12,614

 
4,244

 
—

 
5,795

Provision (benefit) for income taxes
(5,787
)
 
4,796

 
2,506

 
—

 
1,515

Equity in earnings of subsidiaries
9,556

 
—

 
3,535

 
(13,091
)
 
—

Net income (loss)
4,280

 
7,818

 
5,273

 
(13,091
)
 
4,280

Net loss noncontrolling interests
—

 
—

 
(2,491
)
 
—

 
(2,491
)
Net income (loss) attributable to Titan
$
4,280

 
$
7,818

 
$
7,764

 
$
(13,091
)
 
$
6,771


20


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

(Amounts in thousands)
Consolidating Condensed Statements of Operations
For the Six Months Ended June 30, 2016
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
270,174

 
$
381,834

 
$
—

 
$
652,008

Cost of sales
572

 
229,524

 
344,949

 
—

 
575,045

Gross profit (loss)
(572
)
 
40,650

 
36,885

 
—

 
76,963

Selling, general and administrative expenses
5,351

 
32,473

 
33,540

 
—

 
71,364

Research and development expenses
—

 
1,445

 
3,748

 
—

 
5,193

Royalty expense
417

 
2,276

 
1,710

 
—

 
4,403

Income (loss) from operations
(6,340
)
 
4,456

 
(2,113
)
 
—

 
(3,997
)
Interest expense
(16,094
)
 
—

 
(400
)
 
—

 
(16,494
)
Intercompany interest income (expense)
652

 
—

 
(652
)
 
—

 
—

Foreign exchange gain
—

 
203

 
6,802

 
—

 
7,005

Other income
608

 
158

 
6,188

 
—

 
6,954

Income (loss) before income taxes
(21,174
)
 
4,817

 
9,825

 
—

 
(6,532
)
Provision (benefit) for income taxes
(270
)
 
1,865

 
3,057

 
—

 
4,652

Equity in earnings of subsidiaries
9,720

 
—

 
(2,206
)
 
(7,514
)
 
—

Net income (loss)
(11,184
)
 
2,952

 
4,562

 
(7,514
)
 
(11,184
)
Net loss noncontrolling interests
—

 
—

 
(133
)
 
—

 
(133
)
Net income (loss) attributable to Titan
$
(11,184
)
 
$
2,952

 
$
4,695

 
$
(7,514
)
 
$
(11,051
)


(Amounts in thousands)
Consolidating Condensed Statements of Operations
For the Six Months Ended June 30, 2015
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
367,307

 
$
410,819

 
$
—

 
$
778,126

Cost of sales
438

 
309,279

 
374,562

 
—

 
684,279

Gross profit (loss)
(438
)
 
58,028

 
36,257

 
—

 
93,847

Selling, general and administrative expenses
5,251

 
32,136

 
36,135

 
—

 
73,522

Research and development expenses
—

 
1,805

 
4,060

 
—

 
5,865

Royalty expense
—

 
3,756

 
2,364

 
—

 
6,120

Income (loss) from operations
(5,689
)
 
20,331

 
(6,302
)
 
—

 
8,340

Interest expense
(16,209
)
 
(1
)
 
(1,188
)
 
—

 
(17,398
)
Intercompany interest income (expense)
390

 
—

 
(390
)
 
—

 
—

Foreign exchange gain (loss)
3,090

 
(421
)
 
6,944

 


 
9,613

Other income
1,914

 
45

 
3,617

 
—

 
5,576

Income (loss) before income taxes
(16,504
)
 
19,954

 
2,681

 
—

 
6,131

Provision (benefit) for income taxes
(3,398
)
 
7,489

 
(1,180
)
 
—

 
2,911

Equity in earnings of subsidiaries
16,326

 
—

 
3,372

 
(19,698
)
 
—

Net income (loss)
3,220

 
12,465

 
7,233

 
(19,698
)
 
3,220

Net loss noncontrolling interests
—

 
—

 
(3,783
)
 
—

 
(3,783
)
Net income (loss) attributable to Titan
$
3,220

 
$
12,465

 
$
11,016

 
$
(19,698
)
 
$
7,003


21


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

(Amounts in thousands)
Consolidating Condensed Statements of Comprehensive Income (Loss)
For the Three Months Ended June 30, 2016
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net income (loss)
$
(2,449
)
 
$
2,822

 
$
4,255

 
$
(7,077
)
 
$
(2,449
)
Currency translation adjustment, net
4,346

 
—

 
4,346

 
(4,346
)
 
4,346

Pension liability adjustments, net of tax
448

 
734

 
(447
)
 
(287
)
 
448

Comprehensive income (loss)
2,345

 
3,556

 
8,154

 
(11,710
)
 
2,345

Net comprehensive income attributable to redeemable and noncontrolling interests
—

 
—

 
706

 
—

 
706

Comprehensive income (loss) attributable to Titan
$
2,345

 
$
3,556

 
$
7,448

 
$
(11,710
)
 
$
1,639



(Amounts in thousands)
Consolidating Condensed Statements of Comprehensive Income (Loss)
For the Three Months Ended June 30, 2015
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net income (loss)
$
4,280

 
$
7,818

 
$
5,273

 
$
(13,091
)
 
$
4,280

Currency translation adjustment, net
4,436

 
—

 
4,436

 
(4,436
)
 
4,436

Pension liability adjustments, net of tax
1,488

 
427

 
1,061

 
(1,488
)
 
1,488

Comprehensive income (loss)
10,204

 
8,245

 
10,770

 
(19,015
)
 
10,204

Net comprehensive loss attributable to redeemable and noncontrolling interests
—

 
—

 
(1,904
)
 
—

 
(1,904
)
Comprehensive income (loss) attributable to Titan
$
10,204

 
$
8,245

 
$
12,674

 
$
(19,015
)
 
$
12,108



(Amounts in thousands)
Consolidating Condensed Statements of Comprehensive Income (Loss)
For the Six Months Ended June 30, 2016
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net income (loss)
$
(11,184
)
 
$
2,952

 
$
4,562

 
$
(7,514
)
 
$
(11,184
)
Currency translation adjustment, net
21,931

 
—

 
(21,931
)
 
21,931

 
21,931

Pension liability adjustments, net of tax
735

 
1,469

 
(734
)
 
(735
)
 
735

Comprehensive income (loss)
11,482

 
4,421

 
(18,103
)
 
13,682

 
11,482

Net comprehensive income attributable to redeemable and noncontrolling interests
—

 
—

 
6,106

 
—

 
6,106

Comprehensive income (loss) attributable to Titan
$
11,482

 
$
4,421

 
$
(24,209
)
 
$
13,682

 
$
5,376

 
 
 
 
 
 
 
 
 
 

22


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

(Amounts in thousands)
Consolidating Condensed Statements of Comprehensive Income (Loss)
For the Six Months Ended June 30, 2015
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net income (loss)
$
3,220

 
$
12,465

 
$
7,233

 
$
(19,698
)
 
$
3,220

Currency translation adjustment, net
(40,950
)
 
—

 
(40,950
)
 
40,950

 
(40,950
)
Pension liability adjustments, net of tax
1,497

 
854

 
643

 
(1,497
)
 
1,497

Comprehensive income (loss)
(36,233
)
 
13,319

 
(33,074
)
 
19,755

 
(36,233
)
Net comprehensive loss attributable to redeemable and noncontrolling interests
—

 
—

 
(4,917
)
 
—

 
(4,917
)
Comprehensive income (loss) attributable to Titan
$
(36,233
)
 
$
13,319

 
$
(28,157
)
 
$
19,755

 
$
(31,316
)
 
 
 
 
 
 
 
 
 
 

(Amounts in thousands)
Consolidating Condensed Balance Sheets
June 30, 2016
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
135,227

 
$
4

 
$
72,007

 
$
—

 
$
207,238

Accounts receivable, net
(6
)
 
54,413

 
142,311

 
—

 
196,718

Inventories
—

 
69,592

 
204,152

 
—

 
273,744

Prepaid and other current assets
8,879

 
22,197

 
41,276

 
—

 
72,352

Total current assets
144,100

 
146,206

 
459,746

 
—

 
750,052

Property, plant and equipment, net
6,198

 
130,394

 
312,880

 
—

 
449,472

Investment in subsidiaries
750,948

 
—

 
95,657

 
(846,605
)
 
—

Other assets
24,825

 
1,118

 
83,005

 
—

 
108,948

Total assets
$
926,071

 
$
277,718

 
$
951,288

 
$
(846,605
)
 
$
1,308,472

Liabilities and Stockholders’ Equity
 

 
 

 
 

 
 

 
 

Short-term debt
$
59,994

 
$
—

 
$
29,044

 
$
—

 
$
89,038

Accounts payable
1,549

 
14,075

 
129,944

 
—

 
145,568

Other current liabilities
28,377

 
36,855

 
57,020

 
—

 
122,252

Total current liabilities
89,920

 
50,930

 
216,008

 
—

 
356,858

Long-term debt
395,377

 
—

 
19,193

 
—

 
414,570

Other long-term liabilities
28,977

 
18,711

 
55,344

 
—

 
103,032

Intercompany accounts
67,758

 
(293,862
)
 
226,104

 
—

 
—

Redeemable noncontrolling interest
—

 
—

 
100,777

 
—

 
100,777

Titan stockholders' equity
344,039

 
501,939

 
336,120

 
(846,605
)
 
335,493

Noncontrolling interests
—

 
—

 
(2,258
)
 
—

 
(2,258
)
Total liabilities and stockholders’ equity
$
926,071

 
$
277,718

 
$
951,288

 
$
(846,605
)
 
$
1,308,472


23


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

(Amounts in thousands)
Consolidating Condensed Balance Sheets
December 31, 2015
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
142,401

 
$
4

 
$
57,783

 
$
—

 
$
200,188

Accounts receivable, net
—

 
59,933

 
117,456

 
—

 
177,389

Inventories
—

 
81,993

 
187,798

 
—

 
269,791

Prepaid and other current assets
11,101

 
21,133

 
30,399

 
—

 
62,633

Total current assets
153,502

 
163,063

 
393,436

 
—

 
710,001

Property, plant and equipment, net
8,015

 
138,351

 
303,654

 
—

 
450,020

Investment in subsidiaries
724,676

 
—

 
98,660

 
(823,336
)
 
—

Other assets
29,180

 
1,181

 
79,848

 
—

 
110,209

Total assets
$
915,373

 
$
302,595

 
$
875,598

 
$
(823,336
)
 
$
1,270,230

Liabilities and Stockholders’ Equity
 

 
 

 
 

 
 

 
 

Short-term debt
$
—

 
$
—

 
$
31,222

 
$
—

 
$
31,222

Accounts payable
2,215

 
12,386

 
108,553

 
—

 
123,154

Other current liabilities
30,466

 
41,818

 
43,437

 
—

 
115,721

Total current liabilities
32,681

 
54,204

 
183,212

 
—

 
270,097

Long-term debt
455,200

 
—

 
20,243

 
—

 
475,443

Other long-term liabilities
29,881

 
20,628

 
52,324

 
—

 
102,833

Intercompany accounts
52,552

 
(271,930
)
 
219,378

 
—

 
—

Redeemable noncontrolling interest
—

 
—

 
77,174

 
—

 
77,174

Titan stockholders' equity
345,059

 
499,693

 
323,643

 
(823,336
)
 
345,059

Noncontrolling interests
—

 
—

 
(376
)
 
—

 
(376
)
Total liabilities and stockholders’ equity
$
915,373

 
$
302,595

 
$
875,598

 
$
(823,336
)
 
$
1,270,230





24


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

(Amounts in thousands)
Consolidating Condensed Statements of Cash Flows
For the Six Months Ended June 30, 2016
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidated
Net cash provided by (used for) operating activities
$
(7,085
)
 
$
4,255

 
$
32,502

 
$
29,672

Cash flows from investing activities:
 

 
 

 
 

 
 

Capital expenditures
451

 
(4,304
)
 
(14,197
)
 
(18,050
)
Other, net
—

 
49

 
1,245

 
1,294

Net cash provided by (used for) investing activities
451

 
(4,255
)
 
(12,952
)
 
(16,756
)
Cash flows from financing activities:
 

 
 

 
 

 
 

Proceeds from borrowings
—

 
—

 
1,559

 
1,559

Payment on debt
—

 
—

 
(10,248
)
 
(10,248
)
Dividends paid
(540
)
 
—

 
—

 
(540
)
Net cash used for financing activities
(540
)
 
—

 
(8,689
)
 
(9,229
)
Effect of exchange rate change on cash
—

 
—

 
3,363

 
3,363

Net increase (decrease) in cash and cash equivalents
(7,174
)
 
—

 
14,224

 
7,050

Cash and cash equivalents, beginning of period
142,401

 
4

 
57,783

 
200,188

Cash and cash equivalents, end of period
$
135,227

 
$
4

 
$
72,007

 
$
207,238

 
(Amounts in thousands)
Consolidating Condensed Statements of Cash Flows
For the Six Months Ended June 30, 2015
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidated
Net cash provided by (used for) operating activities
$
(478
)
 
$
2,769

 
$
5,551

 
$
7,842

Cash flows from investing activities:
 

 
 

 
 

 
 

Capital expenditures
(412
)
 
(2,799
)
 
(19,294
)
 
(22,505
)
Other, net
—

 
30

 
2,678

 
2,708

Net cash used for investing activities
(412
)
 
(2,769
)
 
(16,616
)
 
(19,797
)
Cash flows from financing activities:
 

 
 

 
 

 
 

Proceeds from borrowings
—

 
—

 
13,239

 
13,239

Payment on debt
—

 
—

 
(8,517
)
 
(8,517
)
Proceeds from exercise of stock options
144

 
—

 
—

 
144

Excess tax benefit from stock-based compensation
(538
)
 
—

 
—

 
(538
)
Dividends paid
(538
)
 
—

 
—

 
(538
)
Net cash provided by (used for) financing activities
(932
)

—


4,722


3,790

Effect of exchange rate change on cash
—

 
—

 
(5,802
)
 
(5,802
)
Net decrease in cash and cash equivalents
(1,822
)
 
—

 
(12,145
)
 
(13,967
)
Cash and cash equivalents, beginning of period
129,985

 
4

 
71,462

 
201,451

Cash and cash equivalents, end of period
$
128,163

 
$
4

 
$
59,317

 
$
187,484


25


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 these financial statements with a narrative from the perspective of the management of Titan International, Inc. (Titan or the Company) on Titan's financial condition, results of operations, liquidity and other factors which may affect the Company's future results. The MD&A in this quarterly report should be read in conjunction with the MD&A in Titan's 2015 annual report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2016.

FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements, including statements regarding, among other items:
•
Anticipated trends in the Company’s business
•
Future expenditures for capital projects
•
The Company’s ability to continue to control costs and maintain quality
•
Ability to meet conditions of loan agreements
•
The Company’s business strategies, including its intention to introduce new products
•
Expectations concerning the performance and success of the Company’s existing and new products
•
The Company’s intention to consider and pursue acquisition and divestiture opportunities
Readers of this Form 10-Q should understand that these forward-looking statements are based on the Company’s expectations and are subject to a number of risks and uncertainties (including, but not limited to, the factors discussed in Item 1A, Risk Factors, of the Company's most recent annual report on Form 10-K), certain of which are beyond the Company’s control.

Actual results could differ materially from these forward-looking statements as a result of certain factors, including:
•
The effect of a recession on the Company and its customers and suppliers
•
Changes in the Company’s end-user markets as a result of world economic or regulatory influences
•
Changes in the marketplace, including new products and pricing changes by the Company’s competitors
•
Ability to maintain satisfactory labor relations
•
Unfavorable outcomes of legal proceedings
•
Availability and price of raw materials
•
Levels of operating efficiencies
•
Unfavorable product liability and warranty claims
•
Actions of domestic and foreign governments
•
Geopolitical and economic uncertainties relating to Russia and Brazil could have a negative impact on the Company's sales and results of operations at the Company's Russian and Brazilian operations
•
Results of investments
•
Fluctuations in currency translations
•
Climate change and related laws and regulations
•
Risks associated with environmental laws and regulations
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 forward-looking statements.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  In light of these risks and uncertainties, there can be no assurance that the forward-looking information and assumptions contained in this document will in fact transpire.


26


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

OVERVIEW
Titan International, Inc. and its subsidiaries are leading manufacturers of wheels, tires, wheel and tire assemblies, and undercarriage systems and components for off-highway vehicles used in the agricultural, earthmoving/construction and consumer segments.  Titan manufactures both wheels and tires for the majority of these market applications, allowing the Company to provide the value-added service of delivering complete wheel and tire assemblies.  The Company offers a broad range of products that are manufactured in relatively short production runs to meet the specifications of original equipment manufacturers (OEMs) and/or the requirements of aftermarket customers.
 
Agricultural Segment: Titan's agricultural rims, wheels, tires and undercarriage systems and components are manufactured for use on various agricultural equipment, including tractors, combines, skidders, plows, planters and irrigation equipment, and are sold directly to OEMs and to the aftermarket through independent distributors, equipment dealers and Titan's own distribution centers.
 
Earthmoving/Construction Segment: The Company manufactures rims, wheels, tires and undercarriage systems and components for various types of off-the-road (OTR) earthmoving, mining, military, construction and forestry equipment, including skid steers, aerial lifts, cranes, graders and levelers, scrapers, self-propelled shovel loaders, articulated dump trucks, load transporters, haul trucks, backhoe loaders, crawler tractors, lattice cranes, shovels and hydraulic excavators.
 
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.
 
The Company’s major OEM customers include large manufacturers of off-highway equipment such as AGCO Corporation, Caterpillar Inc., CNH Global N.V., Deere & Company, and Kubota Corporation, in addition to many other off-highway equipment manufacturers.  The Company distributes products to OEMs, independent and OEM-affiliated dealers, and through a network of distribution facilities.

The table provides highlights for the three and six months ended June 30, 2016, compared to 2015 (amounts in thousands, except earnings per share):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2016
 
2015
 
% Increase (Decrease)
 
2016
 
2015
 
% Increase (Decrease)
Net sales
$
330,214

 
$
376,067

 
(12
)%
 
$
652,008

 
$
778,126

 
(16
)%
Gross profit
45,075

 
51,053

 
(12
)%
 
76,963

 
93,847

 
(18
)%
Income (loss) from operations
3,950

 
7,531

 
(48
)%
 
(3,997
)
 
8,340

 
N/A

Net income (loss)
(2,449
)
 
4,280

 
N/A

 
(11,184
)
 
3,220

 
N/A

Basic earnings per share
(0.07
)
 
0.17

 
N/A

 
(0.34
)
 
0.12

 
N/A


Quarter: The Company recorded sales of $330.2 million for the second quarter of 2016, which were 12% lower than the second quarter 2015 sales of $376.1 million. Sales volume was flat as the agricultural segment remains in a cyclical downturn; however, we experienced slightly higher volumes from both the earthmoving/construction segment and the consumer segments. Unfavorable currency translation affected sales by 4%, and a reduction in price mix of 8% further eroded sales.

The Company's gross profit was $45.1 million, or 13.7% of net sales, for the second quarter of 2016, compared to $51.1 million, or 13.6% of net sales, in 2015. Income from operations was $4.0 million for the second quarter of 2016, compared to income of $7.5 million in 2015. Net loss was $2.4 million for the second quarter of 2016, compared to income of $4.3 million in 2015. Basic earnings per share was $(.07) in the second quarter of 2016, compared to $.17 in 2015.

Year-to-date: The Company recorded sales of $652.0 million for the six months ended June 30, 2016, which were 16% lower than 2015 sales of $778.1 million. Sales volume was down 5% as both the agricultural and earthmoving/construction segments continue to see lower volume sales compared to prior year. The consumer segment was affected by the decrease in high-speed brake sales related to lower Chinese infrastructure investment and by lower sales related to economic stress in Brazil. Unfavorable currency translation affected sales by 5%, and a reduction in price mix of 6% further eroded sales.

27


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


The Company's gross profit was $77.0 million, or 11.8% of net sales, for the six months ended June 30, 2016, compared to $93.8 million, or 12.1% of net sales, in 2015. Loss from operations was $4.0 million for the six months ended June 30, 2016, compared to income of $8.3 million in 2015. Net loss was $11.2 million for the six months ended June 30, 2016, compared to income of $3.2 million in 2015. Basic earnings per share was $(.34) in the six months ended June 30, 2016, compared to $.12 in 2015.


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

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

Inventories
Inventories are valued at lower of cost or market. Market value is estimated based on current selling prices. The majority of steel material inventory in North America is accounted for under the LIFO method. The remaining inventories were valued under the first-in, first-out (FIFO) method or average cost method. At June 30, 2016, approximately 7% of the Company's inventories were valued under the last-in, first-out (LIFO) method. Estimated provisions are established for slow-moving and obsolete inventory.

Impairment of Long-Lived Assets
The Company reviews fixed assets to assess recoverability from future operations whenever events and circumstances indicate that the carrying values may not be recoverable. Factors that could result in an impairment review include, but are not limited to, a current period cash flow loss combined with a history of cash flow losses, current cash flows that may be insufficient to recover the investment in the property over the remaining useful life, or a projection that demonstrates continuing losses associated with the use of a long-lived asset, significant changes in the manner of use of the assets or significant changes in business strategies. Impairment losses are recognized in operating results when expected undiscounted cash flows are less than the carrying value of the asset. Impairment losses are measured as the excess of the carrying value of the asset over the discounted expected future cash flows or the estimated fair value of the asset.

As a result of the continued downturns in the Company's markets and overall operating loss, the Company determined in the fourth quarter of 2015 that events and circumstances indicated that the carrying value of fixed assets may not be recoverable. As a result of continued downturns in the Company's markets and operating loss, the Company determined in the second quarter of 2016 that events and circumstances indicated that the carrying value of fixed assets at the Bryan, Ohio, location may not be recoverable. Certain long-lived assets were reviewed for recoverability in both periods. No impairment was identified in either period. The Company's impairment testing includes uncertainty because it requires management to make assumptions and to apply judgment to estimated future cash flows and asset fair values. If actual results are not consistent with estimates and assumptions used in estimating future cash flows and asset fair values, Titan may be exposed to impairment charges in the future, which could be material to the Company's results of operations.






28


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

Income Taxes
Deferred income tax provisions are determined using the liability method whereby deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and income tax basis of assets and liabilities. The Company assesses the realizability of its deferred tax asset positions and recognizes and measures uncertain tax positions in accordance with accounting standards for income taxes.
 
Retirement Benefit Obligations
Pension benefit obligations are based on various assumptions used by third-party actuaries in calculating these amounts. These assumptions include discount rates, expected return on plan assets, mortality rates and other factors. Revisions in assumptions and actual results that differ from the assumptions affect future expenses, cash funding requirements and obligations. The Company has three frozen defined benefit pension plans in the United States and pension plans in several foreign countries. During the first quarter of 2016, the Company contributed cash funds of $1.9 million to its pension plans. Titan expects to contribute approximately $2.3 million to these pension plans during the remainder of 2016. For more information concerning these costs and obligations, see the discussion of the “Pensions” and Note 26 to the Company's financial statements on Form 10-K for the fiscal year ended December 31, 2015.
 
Product Warranties
The Company provides limited warranties on workmanship of its products in all market segments. The majority of the Company's products have a limited warranty that ranges from zero to ten years, with certain products being prorated after the first year. The Company calculates a provision for warranty expense based on past warranty experience. Actual warranty expense may differ from historical experience. The Company's warranty accrual was $20.3 million at June 30, 2016, and $23.1 million at December 31, 2015. The Company's warranty accrual amount decreased as the result of lower sales and a decrease in warranty experience resulting from efforts to increase quality.
 
 
RESULTS OF OPERATIONS
 
Highlights for the three and six months ended June 30, 2016, compared to 2015 (amounts in thousands):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2016

2015
 
2016
 
2015
Net sales
$
330,214

 
$
376,067

 
$
652,008

 
$
778,126

Cost of sales
285,139

 
325,014

 
575,045

 
684,279

Gross profit
$
45,075

 
$
51,053

 
$
76,963

 
$
93,847

Gross profit percentage
13.7
%
 
13.6
%
 
11.8
%
 
12.1
%
 
Net Sales
Quarter: Net sales for the quarter ended June 30, 2016, were $330.2 million, compared to $376.1 million in 2015, a decrease of 12%. Sales declined across all reported segments. Sales volume was flat as the agricultural segment remains in a cyclical downturn; however, we experienced slightly higher volumes from both the earthmoving/construction segment and the consumer segments. Unfavorable currency translation affected sales by 4% and a reduction in price mix of 8% further eroded sales.
 
Year-to-date: Net sales for the six months ended June 30, 2016, were $652.0 million, compared to $778.1 million in 2015, a decrease of 16%. Sales volume was down 5% as both the agricultural and earthmoving/construction segments continue to see lower volume sales compared to prior year. The consumer segment was affected by the decrease in high-speed brake sales related to lower Chinese infrastructure investment and by lower sales related to economic stress in Brazil. Unfavorable currency translation affected sales by 5%, and a reduction in price mix of 6% further eroded sales.

Cost of Sales and Gross Profit
Quarter: Cost of sales was $285.1 million for the quarter ended June 30, 2016, compared to $325.0 million in 2015. Gross profit for the second quarter of 2016 was $45.1 million, or 13.7% of net sales, compared to $51.1 million, or 13.6% of net sales for the second quarter of 2015. Despite lower sales, gross profit margins remain comparative as there is a continued focus on improving productivity efficiency, rationalizing expenditures, finding lower cost material, improving quality, and optimizing prices.

29


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


Year-to-date: Cost of sales was $575.0 million for the six months ended June 30, 2016, compared to $684.3 million in 2015. Gross profit for the six months ended June 30, 2016 was $77.0 million, or 11.8% of net sales, compared to $93.8 million, or 12.1% of net sales for the second quarter of 2015. Gross profit margins continue to remain around 12% as there is a continued focus on improving productivity efficiency, rationalizing expenditures, finding lower cost material, improving quality, and optimizing prices.

Selling, General and Administrative Expenses
Selling, general and administrative (SG&A) expenses for the second quarter of 2016 were $36.3 million, or 11.0% of net sales, compared to $37.8 million, or 10.1% of net sales, for 2015.  

Selling, general and administrative (SG&A) expenses for the six months ended June 30, 2016 were $71.4 million, or 10.9% of net sales, compared to $73.5 million, or 9.4% of net sales, for 2015.

Research and Development Expenses
Research and development (R&D) expenses for the second quarter of 2016 were $2.7 million, or 0.8% of net sales, compared to $2.8 million, or 0.7% of net sales, for 2015.

Research and development (R&D) expenses for the six months ended June 30, 2016 were $5.2 million, or 0.8% of net sales, compared to $5.9 million, or 0.8% of net sales, for 2015.

Royalty Expense
The Company has trademark license agreements with Goodyear to manufacture and sell certain farm tires under the Goodyear name. These agreements cover sales in North America, Latin America, Europe, the Middle East, Africa, Russia and other Commonwealth of Independent States countries. The North American and Latin American farm tire royalties were prepaid through March 2018 as a part of the 2011 Goodyear Latin American farm tire acquisition. The Company also has a trademark license agreement with Goodyear to manufacture and sell certain non-farm tire products in Latin America.

Royalty expenses were $2.1 million and $2.9 million for the quarters ended June 30, 2016 and 2015, respectively.

Royalty expenses were $4.4 million and $6.1 million for the six months ended June 30, 2016 and 2015, respectively.

Income/Loss from Operations
Income from operations for the second quarter of 2016, was $4.0 million compared to $7.5 million in 2015.  This decrease was the net result of the items previously discussed.

Loss from operations for the six months ended June 30, 2016, was $4.0 million compared to income of $8.3 million in 2015.  This decrease was the net result of the items previously discussed.

Interest Expense
Interest expense was $8.0 million and $8.6 million for the quarters ended June 30, 2016 and 2015, respectively.

Interest expense was $16.5 million and $17.4 million for the six months ended June 30, 2016 and 2015, respectively.

Foreign Exchange Gain
Foreign exchange gain was $2.2 million and $3.6 million for the quarters ended June 30, 2016 and 2015, respectively.

Foreign exchange gain was $7.0 million and $9.6 million for the six months ended June 30, 2016 and 2015, respectively.

Foreign currency gain in the three and six months ended June 30, 2016, and 2015 primarily reflects the translation of intercompany loans at certain foreign subsidiaries denominated in currencies other than their functional currencies. Since such loans are expected to be settled in cash at some point in the future, these loans are adjusted each reporting period to reflect the current exchange rates.


30


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

Other Income
Other income was $3.0 million for the quarter ended June 30, 2016, as compared to $3.3 million in 2015.  For the quarter ended June 30, 2016, the Company recorded Wheels India Limited equity income of $1.2 million, interest income of $0.8 million, and rental income of $0.6 million. For the quarter ended June 30, 2015, the Company recorded interest income of $1.0 million, Wheels India Limited equity income of $0.9 million, and discount amortization on prepaid royalty of $0.5 million.

Other income was $7.0 million for the six months ended June 30, 2016, as compared to $5.6 million in 2015.  For the six months ended June 30, 2016, the Company recorded a gain on the sale of assets of $2.3 million, Wheels India Limited equity income of $1.6 million, interest income of $1.3 million, and discount amortization on prepaid royalty of $0.8 million. For the six months ended June 30, 2015, the Company recorded interest income of $1.6 million, discount amortization on prepaid royalty of $1.1 million, and Wheels India Limited equity income of $0.9 million.

Provision for Income Taxes
The Company recorded income tax expense of $3.6 million and $1.5 million for the quarters ended June 30, 2016 and 2015, respectively.  For the six months ended June 30, 2016 and 2015, the Company recorded income tax expense of $4.7 million and $2.9 million. The Company's effective income tax rate was 304% and 26% for the quarters ended June 30, 2016 and 2015, and (71)% and 47% for the six months ended June 30, 2016 and 2015, respectively.

The Company’s 2016 income tax expense and rate differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of U.S. and certain foreign jurisdictions that incurred a full valuation allowance on deferred tax assets created by current year projected losses. In addition, tax expense was recorded on certain profitable foreign jurisdictions that included non-deductible expenses for tax purposes.

The Company's 2015 income tax expense and rate differs 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 certain foreign jurisdictions that incurred a full valuation allowance on deferred tax assets created by current year projected losses and foreign income taxed in the U.S. offset by net discrete benefits related to a U.S. check the box election and tax law enactments. In addition, the Company’s high effective tax rate is driven by a modest or almost break even consolidated pre-tax accounting income for the period.

The Company continues to monitor the realization of its deferred tax assets and assess 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 includes profit and loss positions and weighs this analysis to determine if a valuation allowance is needed. This process requires management to make estimates, assumptions and judgments that are uncertain in nature. The Company has established valuation allowances on U.S. and certain foreign jurisdictions and continues to monitor and assess potential valuation allowances in all its jurisdictions.

The Company is involved in various tax matters, some of which the outcome is uncertain. These audits may result in the assessment of additional taxes that are subsequently resolved with authorities or potentially through the courts. The IRS issued a draft audit report on July 15, 2016 for the tax years 2010 through 2014 and a draft notice of proposed adjustment. Although the Company believes that it will ultimately be successful in defending these matters, a settlement of 10% of the proposed adjustment would result in $0.9 million of additional tax liability.

Net Income (Loss)
Net loss for the second quarter of June 30, 2016, was $2.4 million, compared to income of $4.3 million in 2015. For the quarters ended June 30, 2016 and 2015, basic and diluted earnings per share were $(.07) and $.17, respectively. The Company's greater net loss and lower earnings per share were due to the items previously discussed.

Net loss for the six months ended June 30, 2016, was $11.2 million, compared to income of $3.2 million in 2015. For the six months ended June 30, 2016 and 2015, basic and diluted earnings per share were $(.34) and $.12, respectively. The Company's greater net loss and lower earnings per share were due to the items previously discussed.



31


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

Agricultural Segment Results
Agricultural segment results were as follows (amounts in thousands):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Net sales
$
146,715

 
$
175,150

 
$
299,540

 
$
368,878

Gross profit
24,051

 
28,809

 
43,328

 
51,617

Income from operations
15,706

 
19,847

 
27,063

 
33,014


Quarter: Net sales in the agricultural market were $146.7 million for the quarter ended June 30, 2016, as compared to $175.2 million in 2015, a decrease of 16%. Agriculture sales experienced reductions in volume of 3% and price/mix of 8% as a consequence of decreased demand for new agricultural equipment. Unfavorable currency translation decreased sales by 5%
 
Gross profit in the agricultural market was $24.1 million for the quarter ended June 30, 2016, as compared to $28.8 million in 2015.  Income from operations in the agricultural market was $15.7 million for the quarter ended June 30, 2016, as compared to $19.8 million in 2015.

Year-to-date: Net sales in the agricultural market were $299.5 million for the six months ended June 30, 2016, as compared to $368.9 million in 2015, a decrease of 19%. Agriculture sales experienced reductions in volume of 7% and price/mix of 6% as a consequence of decreased demand for new agricultural equipment. Unfavorable currency translation decreased sales by 6%.
 
Gross profit in the agricultural market was $43.3 million for the six months ended June 30, 2016, as compared to $51.6 million in 2015.  Income from operations in the agricultural market was $27.1 million for the six months ended June 30, 2016, as compared to $33.0 million in 2015.

Despite the large overall sales erosion resulting from the agricultural and mining cyclical downturns, the Business Improvement Framework instituted in 2014 has continued to help soften the margin impact. Initiatives born from the framework helped to drive headcount reductions, expenditure rationalization, increased productivity, lower raw material costs, lower warranty costs, and pricing optimization.


Earthmoving/Construction Segment Results
Earthmoving/construction segment results were as follows (amounts in thousands):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Net sales
$
141,029

 
$
153,277

 
$
272,733

 
$
311,803

Gross profit
15,589

 
15,766

 
25,367

 
28,723

Income from operations
4,487

 
3,988

 
3,820

 
4,706


Quarter: The Company's earthmoving/construction market net sales were $141.0 million for the quarter ended June 30, 2016, as compared to $153.3 million in 2015, a decrease of 8%. Earthmoving/Construction sales experienced an increase in volume of 1%, offset by a reduction in price/mix of 7% and unfavorable currency translation of 2%.
 
Gross profit in the earthmoving/construction market was $15.6 million for the quarter ended June 30, 2016, as compared to $15.8 million in 2015. The Company's earthmoving/construction market income from operations was $4.5 million for the quarter ended June 30, 2016, as compared to $4.0 million in 2015.

Year-to-date: The Company's earthmoving/construction market net sales were $272.7 million for the six months ended June 30, 2016, as compared to $311.8 million in 2015, a decrease of 13%. Earthmoving/Construction sales experienced reductions in volume of 3% and price/mix of 7%. Unfavorable currency translation decreased sales by 3%.
 

32


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

Gross profit in the earthmoving/construction market was $25.4 million for the six months ended June 30, 2016, as compared to $28.7 million in 2015. The Company's earthmoving/construction market income from operations was $3.8 million for the six months ended June 30, 2016, as compared of $4.7 million in 2015.


Consumer Segment Results
Consumer segment results were as follows (amounts in thousands):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Net sales
$
42,470

 
$
47,640


$
79,735

 
$
97,445

Gross profit
5,435

 
6,478


8,268

 
13,507

Income from operations
1,631

 
2,519


886

 
5,966


Quarter: Consumer market net sales were $42.5 million for the quarter ended June 30, 2016, as compared to $47.6 million in 2015. Sales in the consumer market segment were down 11%. Lower sales were the result of economic stress in Brazil as well as lower sales of high-speed brakes to China.

Gross profit from the consumer market was $5.4 million for the quarter ended June 30, 2016, as compared to $6.5 million in 2015. Consumer market income from operations was $1.6 million for the quarter ended June 30, 2016, as compared to $2.5 million in 2015.

Year-to-date: Consumer market net sales were $79.7 million for the six months ended June 30, 2016, as compared to $97.4 million in 2015. Sales in the consumer market decreased 18%, primarily driven from unfavorable currency translation as the result of economic stress in Brazil.

Gross profit from the consumer market was $8.3 million for the six months ended June 30, 2016, as compared to $13.5 million in 2015. Consumer market income from operations was $0.9 million for the six months ended June 30, 2016, as compared to $6.0 million in 2015.

33


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

Segment Summary (amounts in thousands)
Three months ended June 30, 2016
 
Agricultural
 
Earthmoving/
Construction
 
Consumer
 
Corporate
 Expenses
 
Consolidated
 Totals
Net sales
 
$
146,715

 
$
141,029

 
$
42,470

 
$
—

 
$
330,214

Gross profit (loss)
 
24,051

 
15,589

 
5,435

 
—

 
45,075

Income (loss) from operations
 
15,706

 
4,487

 
1,631

 
(17,874
)
 
3,950

Three months ended June 30, 2015
 
 

 
 

 
 

 
 

 
 

Net sales
 
$
175,150

 
$
153,277

 
$
47,640

 
$
—

 
$
376,067

Gross profit (loss)
 
28,809

 
15,766

 
6,478

 
—

 
51,053

Income (loss) from operations
 
19,847

 
3,988

 
2,519

 
(18,823
)
 
7,531

Six months ended June 30, 2016
 
Agricultural
 
Earthmoving/
Construction
 
Consumer
 
Corporate
 Expenses
 
Consolidated
 Totals
Net sales
 
$
299,540

 
$
272,733

 
$
79,735

 
$
—

 
$
652,008

Gross profit (loss)
 
43,328

 
25,367

 
8,268

 
—

 
76,963

Income (loss) from operations
 
27,063

 
3,820

 
886

 
(35,766
)
 
(3,997
)
Six months ended June 30, 2015
 
 

 
 

 
 

 
 

 
 

Net sales
 
$
368,878

 
$
311,803

 
$
97,445

 
$
—

 
$
778,126

Gross profit (loss)
 
51,617

 
28,723

 
13,507

 
—

 
93,847

Income (loss) from operations
 
33,014

 
4,706

 
5,966

 
(35,346
)
 
8,340

 
 
 
 
 
 
 
 
 
 
 

Corporate Expenses
Quarter: Income from operations on a segment basis does not include corporate expenses totaling $17.9 million for the quarter ended June 30, 2016, as compared to $18.8 million for 2015. Corporate expenses were composed of selling and marketing expenses of approximately $7 million for the quarters ended June 30, 2016 and 2015; and administrative expenses of approximately $10 million quarters ended June 30, 2016 and 2015.

Year-to-date: Income from operations on a segment basis does not include corporate expenses totaling $35.8 million for the six months ended June 30, 2016, as compared to $35.3 million for 2015. Corporate expenses were composed of selling and marketing expenses of approximately $14 million and $15 million for the six months ended June 30, 2016 and 2015, respectively; and administrative expenses of approximately $21 million and $19 million for the six months ended June 30, 2016 and 2015, respectively. Increases were driven by investments in advertising to support the LSW program as well as legal expenses for anti-dumping litigation.


MARKET RISK SENSITIVE INSTRUMENTS
The Company's risks related to foreign currencies, commodity prices and interest rates are consistent with those for 2015. For more information, see the “Market Risk Sensitive Instruments” discussion in the Company's Form 10-K for the fiscal year ended December 31, 2015.

PENSIONS
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. These plans are described in Note 26 of the Company's Notes to Consolidated Financial Statements in the 2015 Annual Report on Form 10-K.


34


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

The Company's recorded liability for pensions is based on a number of assumptions, including discount rates, rates of return on investments, mortality rates and other factors. Certain of these assumptions are determined by the Company with the assistance of outside actuaries. Assumptions are based on past experience and anticipated future trends. These assumptions are reviewed on a regular basis and revised when appropriate. Revisions in assumptions and actual results that differ from the assumptions affect future expenses, cash funding requirements and the carrying value of the related obligations. Titan expects to contribute approximately $2.3 million to these pension plans during the remainder of 2016.


LIQUIDITY AND CAPITAL RESOURCES

Cash Flows
As of June 30, 2016, the Company had $207.2 million of cash.
(Amounts in thousands)
June 30,
 
December 31,
 
 
 
2016
 
2015
 
Change
Cash
$
207,238

 
$
200,188

 
$
7,050


The cash balance increased by $7.1 million from December 31, 2015, due to the following items:

Operating Cash Flows
Summary of cash flows from operating activities:
(Amounts in thousands)
Six months ended June 30,
 
 
 
2016
 
2015
 
Change
Net income (loss)
$
(11,184
)
 
$
3,220

 
$
(14,404
)
Depreciation and amortization
30,615

 
36,604

 
(5,989
)
Deferred income tax provision
600

 
(5,602
)
 
6,202

Foreign currency translation loss
6,740

 
9,366

 
(2,626
)
Accounts receivable
(9,789
)
 
(37,149
)
 
27,360

Inventories
5,258

 
8,721

 
(3,463
)
Prepaid and other current assets
(7,583
)
 
2,868

 
(10,451
)
Accounts payable
15,007

 
4,423

 
10,584

Other current liabilities
3,523

 
(1,988
)
 
5,511

Other liabilities
(3,411
)
 
(14,114
)
 
10,703

Other operating activities
(104
)
 
1,493

 
(1,597
)
Cash provided by (used for) operating activities
$
29,672

 
$
7,842

 
$
21,830

 
In the first six months of 2016, operating activities provided $29.7 million of cash, including increases in accounts payable of $15.0 million and inventories of $5.3 million, offset by a decrease in accounts receivable of $9.8 million. Included in net loss of $11.2 million were noncash charges for depreciation and amortization of $30.6 million.

Operating cash flows increased $21.8 million when comparing the first six months of 2016 to the first six months of 2015. The net loss in the first six months of 2016 was a $14.4 million decrease from the gain in the first six months of 2015. When comparing the first six months of 2016 to the first six months of 2015, cash flows from accounts receivable increased $27.4 million.
 
The Company's inventory balance was lower at June 30, 2016, as compared to December 31, 2015. Days sales in inventory increased to 86 days at June 30, 2016, from 77 days at December 31, 2015. The Company's accounts receivable balance was higher at June 30, 2016, as compared to December 31, 2015. Days sales outstanding increased to 54 days at June 30, 2016, from 52 days at December 31, 2015.


35


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,
 
 
 
2016
 
2015
 
Change
Capital expenditures
$
(18,050
)
 
$
(22,505
)
 
$
4,455

Other investing activities
1,294

 
2,708

 
(1,414
)
Cash used for investing activities
$
(16,756
)
 
$
(19,797
)
 
$
3,041

 
Net cash used for investing activities was $16.8 million in the first six months of 2016, as compared to $19.8 million in the first six months of 2015. The Company invested a total of $18.1 million in capital expenditures in the first six months of 2016, compared to $22.5 million in 2015. The 2016 and 2015 expenditures represent various equipment purchases and improvements to enhance production capabilities of Titan's existing business and maintaining existing equipment.
 
Financing Cash Flows
Summary of cash flows from financing activities:
(Amounts in thousands)
Six months ended June 30,
 
 
 
2016
 
2015
 
Change
Proceeds from borrowings
$
1,559

 
$
13,239

 
$
(11,680
)
Proceeds from exercise of stock options
—

 
144

 
(144
)
Payment on debt
(10,248
)
 
(8,517
)
 
(1,731
)
Excess tax benefit from stock-based compensation
—

 
(538
)
 
538

Dividends paid
(540
)
 
(538
)
 
(2
)
Cash provided by (used for) financing activities
$
(9,229
)
 
$
3,790

 
$
(13,019
)
 
In the first six months of 2016, $9.2 million of cash was used for financing activities. This cash was primarily used on payment of debt of $10.2 million.
In the first six months of 2015, $3.8 million of cash was provided by financing activities. This cash was primarily provided by proceeds from borrowings of $13.2 million offset by payment on debt of $8.5 million.
 
Financing cash flows decreased by $13.0 million when comparing the first six months of 2016 to 2015. This decrease was primarily attributable to decrease in borrowings.

Debt Restrictions
The Company’s revolving credit facility (credit facility) contains various restrictions, including:
•
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
•
Other customary affirmative and negative covenants
  
These restrictions could limit the Company’s ability to respond to market conditions, to provide for unanticipated capital investments, to raise additional debt or equity capital, to pay dividends or to take advantage of business opportunities, including future acquisitions.

Other Issues
The Company’s business is subject to seasonal variations in sales that affect inventory levels and accounts receivable balances.  Historically, Titan tends to have higher production levels in the first and second quarters. 


36


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

Liquidity Outlook
At June 30, 2016, the Company had $207.2 million of cash and cash equivalents and no outstanding borrowings on the Company's $150 million credit facility. Titan's availability under this domestic facility may be less than $150 million as a result of outstanding letters of credit and eligible accounts receivable and inventory balances at certain domestic subsidiaries. At June 30, 2016, the amount available was $47.4 million as a result of the Company's decrease in sales which impacted both accounts receivable and inventory balances. The cash and cash equivalents balance of $207.2 million includes $71.8 million held in foreign countries. The Company's current plans do not demonstrate a need to repatriate the foreign amounts to fund U.S. operations. However, if foreign funds were needed for U.S. operations, the Company would be required to accrue and pay taxes to repatriate the funds. The Company does have U.S. net operating losses that may be available to offset a portion of the potential cash tax outlay from the repatriation of these foreign funds.
 
Capital expenditures for the remainder of 2016 are estimated to be approximately $12-15 million.  Cash payments for interest are currently forecasted to be approximately $16 million for the remainder of 2016 based on June 30, 2016 debt balances. The forecasted interest payments are comprised primarily of the semi-annual payment of $13.8 million (due October 1) for the 6.875% senior secured notes.
 
The Company's convertible notes, of which $60.2 million are outstanding, are due January 2017 and have been reclassified to short-term debt.
 
The Company's redeemable noncontrolling interest includes a settlement put option which is exercisable July through December of 2018. If exercised in July 2018, the redeemable noncontrolling interest may be purchased, with cash or Titan common stock, at an amount set by the agreement and currently estimated to be $117.5 million.
 
In the future, Titan may seek to grow by making acquisitions which will depend on the ability to identify suitable acquisition candidates, to negotiate acceptable terms for their acquisition and to finance those acquisitions.
 
Subject to the terms of indebtedness, the Company may finance future acquisitions with cash on hand, cash from operations, additional indebtedness, issuing additional equity securities and divestitures.

Cash on hand, anticipated internal cash flows from operations and utilization of remaining available borrowings are expected to provide sufficient liquidity for working capital needs, debt maturities, capital expenditures and potential acquisitions.

RECENTLY ISSUED ACCOUNTING STANDARDS
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." This update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires disclosure about the nature, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this update were deferred by ASU No. 2015-14, "Revenue form Contracts with Customers (Topic 606) Deferral of Effective Date", and are now effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The Company will adopt the guidance in the year beginning on January 1, 2018, and is currently assessing the impact that adopting this new accounting guidance will have on the Company's consolidated financial statements.
 
In April 2016, the FASB issued ASU No. 2016-10, "Identifying Performance Obligations and Licensing." This ASU clarifies the following aspects of Topic 606: identifying performance obligations and the licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, "Narrow-Scope Improvements and Practical Expedients." This ASU affects only narrow aspects of Topic 606 related to: assessing the collectability criterion; presentation of sales tax; noncash consideration; and contract modifications and completed contracts at transition. The amendments in these updates affect the guidance in ASU 2014-09, and the effective dates are the same as those for ASU No. 2014-09.
 
In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This update amends existing guidance to require that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this update were effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. As a result of adopting this update, $5.0 million of debt issuance cost was reclassified from other long-term assets to long-term debt as of December 31, 2015.

37


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

In February 2016, the FASB issued Accounting Standards Update ASU No. 2016-02, "Leases (Topic 842)." This update was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company's consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-07, "Simplifying the Transition to Equity Method of Accounting." This update eliminates the requirement to retroactively adopt the equity method of accounting when an investment qualifies for use of the equity method as a result of the increase in the level of ownership. The amendments in this update are effective for fiscal years, including interim periods within those years, beginning after December 15, 2016. Early application is permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company's consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting." This update involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company's consolidated financial statements.

MARKET CONDITIONS AND OUTLOOK
In the first half of 2016, Titan experienced lower sales when compared to the first half of 2015.  The lower sales levels were primarily the result of decreased demand for new equipment used in the agricultural market, which remains in a cyclical downturn, and unfavorable currency translation. In addition, competitive pressures and lower raw material prices, passed to customers in some instances, negatively impacted sales.

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

AGRICULTURAL MARKET OUTLOOK
Agricultural market sales were lower in the first half of 2016 when compared to the first half of 2015 due to decreased demand for new equipment used in the agricultural market.  Farm net income is generally expected to decline moderately through 2016 based upon lower forecasted cash receipts offset somewhat by lower production costs (fuel, oil, chemical, feed, etc.). Lower income levels are putting pressure on the demand for large farm equipment. More specifically, large equipment sales are expected to continue to decline through 2016. The mix shift to lower horsepower tractors has a negative impact on revenue and margin performance. Most major OEMs are forecasting 2016 equipment sales to be below 2015 within most regions. North American used equipment levels remain relatively high with some decreases recently from peak levels. Excess used equipment inventory and also used equipment values can negatively impact the new equipment market. Many variables, including weather, grain prices, export markets, currency and government policies and subsidies can greatly influence the overall health of the agricultural economy.

EARTHMOVING/CONSTRUCTION MARKET OUTLOOK
Earthmoving/construction market sales were lower in the first half of 2016 when compared to the first half of 2015 due to unfavorable currency translation and weak market conditions. Demand for larger products used in the mining industry is expected to remain depressed throughout 2016, with demand for our products in this market expected to remain similar to 2015. Demand for small and medium sized earthmoving/construction equipment used in the housing and commercial construction sectors is expected to be flat or down slightly. The earthmoving/construction segment is affected by many variables, including commodity prices, road construction, infrastructure, government appropriations, housing starts and other macroeconomic drivers.


38


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

CONSUMER MARKET OUTLOOK
Consumer market sales were lower in the first half of 2016 when compared to the first half of 2015.  Sales in the consumer market decreased primarily as the result of unfavorable currency translation and price/mix from competitive pressures. The consumer market is expected to remain highly competitive throughout 2016. Economic stress in Brazil has affected and may continue to affect the Company's consumer sales. The consumer segment is affected by many variables including consumer spending, interest rates, government policies and other macroeconomic drivers.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

See the Company's 2015 Annual Report filed on Form 10-K (Item 7A). There has been no material change in this information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
Titan management, including the Chief Executive Officer and Interim 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, as amended) as of the period covered by this Form 10-Q and concluded that, because of a material weakness in Titan's internal control over financial reporting of the Company’s entity level controls described below, disclosure controls and procedures were not effective as of the period covered by this Form 10-Q. Notwithstanding the material weakness described below, the Company's management, including the Chief Executive Officer and Interim Chief Financial Officer, has concluded that the consolidated condensed financial statements included in the Quarterly Report and in this Form 10-Q are fairly stated, in all material respects, in accordance with generally accepted accounting principles in the United States for each of the periods presented herein.

Previously Disclosed Material Weakness
Management previously reported a material weakness in the Company's internal control over financial reporting in the Form 10-K for the year ended December 31, 2015. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based on this evaluation, including consideration of the control deficiencies discussed below, management has concluded that internal control over financial reporting was not effective as of December 31, 2015, due to the fact that there was a material weakness in internal control over financial reporting. Specifically, through assessment and evaluation, as discussed above, management identified the following points amplified the potential for deficiency: (i) rapid global growth, (ii) increased complexity in accounting and reporting infrastructure and (iii) economic and market downturn. The material weakness was previously identified and reported in the Form 10-K for the year ended December 31, 2014, and is further defined below.

Titan has experienced significant business changes over the past three years, including rapid global growth from a U.S. based company to a large, multinational organization, operating in more than 16 countries, resulting in unique and discrete complex accounting matters. This growth has introduced a significant increase in the complexity of Titan’s accounting and reporting infrastructure for collecting and analyzing financial information. Additionally, Titan has been experiencing an economic and market downturn, adding to the complexity of assessing goodwill and fixed asset impairments, valuation of inventory and other complex accounting transactions from a global perspective. Titan’s current accounting and reporting infrastructure does not possess the proper resources, processes and systems to effectively address the complex accounting transactions, resulting from its recent international growth and economic/market decline.


39


TITAN INTERNATIONAL, INC.



Remediation Plan
Management has been actively engaged in developing and implementing remediation plans to address the above control deficiencies. The remediation efforts are in process and include the following:

•
People - enhance Titan's current accounting and reporting infrastructure by augmenting the team with professionals who possess the commensurate accounting skill sets.
•
Processes - strengthen Titan's current control environment and overall business processes to ensure risk mitigation and materially accurate financial statement reporting, including increased levels of management review and updated financial policies.
•
Systems - augment Titan's current system infrastructure to ensure accurate, timely data is reported.

Management has developed a detailed plan and timetable for implementing the foregoing remediation efforts and will monitor the implementation closely. As a part of the detailed plan, the Company implemented the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission during the second quarter of 2016. Additionally, under the direction of the Interim Chief Financial Officer, management will continue reviewing and making the necessary changes to the overall design and operation of the Company's internal control environment, as well as to policies and procedures to improve the overall effectiveness of internal control over financial reporting.

Management believes the aforementioned efforts will effectively remediate the material weakness. As the Company continues evaluating and improving internal control over financial reporting, Titan may determine additional measures are necessary to address control deficiencies and will modify the remediation plan described above, as required.

Changes in Internal Controls
Other than the remediation steps described above, there were no material changes in internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the second quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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


40


TITAN INTERNATIONAL, INC.



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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


Item 1A. Risk Factors

See the Company's 2015 Annual Report filed on Form 10-K (Item 1A) filed on February 25, 2016. There has been no material change in this information.


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.INS
XBRL Instance Document
 
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document


*Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.



41


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 3, 2016
By:
/s/ MAURICE M. TAYLOR JR.
 
 
Maurice M. Taylor Jr.
 
 
Chairman and Chief Executive Officer
(Principal Executive Officer)

 
By:
/s/ JAMES M. FROISLAND
 
 
James M. Froisland
 
 
Interim Chief Financial Officer
 
 
(Principal Financial Officer)



42