EX-99 2 ex99.htm PRESS RELEASE DATED OCTOBER 27, 2005 PRESS RELEASE DATED OCTOBER 27, 2005

 

Exhibit 99

TITAN INTERNATIONAL, INC. REPORTS THIRD QUARTER EARNINGS

Quincy, IL. - Titan International, Inc. (NYSE: TWI)
October 27, 2005

Third quarter highlights:

Net sales remained over $100 million in Titan’s 2005 third quarter, despite the natural disasters and dry weather that occurred in the United States during the period, which impacted product demand. The net sales of $102.7 million this quarter compare to $116.5 million in the third quarter of last year.

• Despite the difficult conditions in the period, adjusted income from operations, not including idled asset depreciation, remained a positive $3.6 million in the quarter. This compares to $9.9 million in third quarter 2004.

• Interest expense for the third quarter was $1.8 million, a 54% decrease as compared to the $3.8 million recorded in the third quarter of 2004.

• Debt declined $9.1 million in the quarter to a balance of $102.0 million, the lowest debt level since Titan’s first year as a public company in 1993. This debt includes $81.2 million in convertible bonds.

Statement of Chief Executive Officer:

“Third quarter is always the toughest quarter due to Titan’s various shut downs, and usually during the third quarter most OEMs adjust their inventory levels,” said Titan Chairman and CEO Maurice Taylor Jr. “There’s no question costs have risen further than we anticipated. In addition to working on closing various acquisitions, management, starting with myself, must keep a keen focus on our costs. We believe there will be some movement up and down in our markets over the next few months. Our business has been good, and we in management will continue our focus to drive product costs down.”

Year-to-date highlights:

Year-to-date net sales increased $18.3 million, or 5%, to $373.6 million when compared to 2004 year-to-date net sales of $355.2 million, excluding Titan Europe. Recorded 2004 year-to-date net sales were $404.7 million, including $49.4 million of Titan Europe sales.

• Basic earnings per share year-to-date were $.94, a 38% increase over the $.68 per share recorded for the nine months ended September 30, 2004.

• Fully diluted earnings per share year-to-date was $.83, a 28% increase over the $.65 per share recorded for the nine months ended September 30, 2004.



Financial overview:

Titan International, Inc. reported net sales of $102.7 million for third quarter of 2005, a reduction of 12% compared to $116.5 million for the previous year’s quarter. Net sales for the first three quarters of 2005 were $373.6 million, up from $355.2 million for the first three quarters of 2004 on a pro forma basis, adjusted for the sale of Titan Europe in April 2004. Reported sales for the first three quarters of 2004 were $404.7 million.

Adjusted income from operations (not including idled assets depreciation of $1.3 million in the quarter and $4.0 million year-to-date) was $3.6 million and $33.3 million for the quarter and nine months ended September 30, 2005, respectively. These results compare to last year’s $9.9 million and $34.3 million, for the quarter and year-to-date. (See Idled assets marketed for sale depreciation.)

Titan reduced debt by $9.1 million, or 8%, in the quarter, to a balance of $102.0 million. The balance on the company’s revolving credit facility was $10.5 million on September 30, 2005, down from $19.5 million on June 30, 2005.

The income tax benefit was $0.8 million and $0 for the three and nine months ending September 30, 2005. Based on the company’s estimated year-end tax rate, the company provided for income taxes at an effective rate of 0% for the nine months ending September 30, 2005.

Net income for the third quarter was $1.2 million, as compared to $1.5 million in the third quarter of 2004. Net income for the nine months ended September 30, 2005 and 2004 was $16.6 million and $12.4 million respectively.

Basic earnings per share were $.06 for the third quarter 2005 and $.09 per share for the third quarter of 2004. Year-to-date 2005 basic earnings per share were $.94, compared to $.68 per share for the year-to-date 2004.

Fully diluted earnings per share were $.06 for the third quarter 2005 and $.09 per share for the third quarter of 2004. Year-to-date 2005 fully diluted earnings per share were $.83, compared to $.65 per share for the year-to-date 2004.

Idled assets marketed for sale depreciation:

Titan recorded depreciation for idled assets marketed for sale of $1.3 million for third quarter 2005, and $4.0 million year-to-date 2005, as compared to no expense recorded for these time periods during 2004.

Acquisition update:

Titan Tire Corporation, a subsidiary of the Company, entered into a definitive agreement to purchase the assets of The Goodyear Tire & Rubber Company’s North American farm tire business on February 28, 2005. The closing is subject to certain conditions. At the closing, Titan will purchase the assets of Goodyear’s farm tire business for approximately $100 million.

On July 26, 2005, Titan Tire Corporation received approval from the International leadership of the United Steelworkers of America (USWA) to begin negotiations with USWA Local 745 in Freeport, Illinois. A contract must be approved by the USWA membership in Freeport for the sale to Titan to be finalized. The termination date of the agreement has been extended to November 1, 2005.



Cash merger offer

On October 11, 2005, the Company received an offer from One Equity Partners LLC (One Equity), a private equity affiliate of JPMorgan Chase & Co., indicating One Equity’s interest in acquiring Titan International, Inc., in a cash merger for $18.00 per share of Titan common stock. A Special Committee of the Board of Directors of Titan was formed to pursue discussions with One Equity. The offer is subject to reaching a definitive agreement with the customary conditions, due diligence, financing, both One Equity and Titan board approvals and Titan’s stockholders’ approval. There can be no assurance that any agreement will be completed. Mr. Richard M. Cashin Jr., one of Titan’s directors, is also the Managing Partner of One Equity. Mr. Maurice M. Taylor Jr., Chief Executive Officer and Chairman of the Board of Directors of Titan, is expected to participate with One Equity Partners. Additionally, Mr. Mitchell I. Quain and Mr. Anthony L. Soave, also directors of Titan, may participate.

The Special Committee consists of Mr. Erwin H. Billig, Mr. Edward J. Campbell and Mr. Albert J. Febbo. No member of the Special Committee is participating with One Equity in the cash merger offer. The Special Committee hired counsel and a financial advisor. The financial advisor is Jefferies & Company, Inc. Anyone who is interested in submitting a competing offer to Titan’s Special Committee may do so by contacting Jefferies & Company, Inc. at the address of 520 Madison Avenue, New York, N.Y., 10019. The telephone number is (212) 284-2300 and the fax number is (212) 284-2114.

Additional information:

For additional information and Management’s Discussion and Analysis of Financial Condition and Results of Operations, see the company’s Form 10-Q for quarterly period ended September 30, 2005, filed with the Securities and Exchange Commission on October 27, 2005.

Safe harbor statement:

This press release includes forward-looking statements that involve risks and uncertainties, including risks as detailed in Titan International, Inc.’s periodic filings with the Securities and Exchange Commission, including the annual report on Form 10-K for the year ended December 31, 2004. The Company cautions that any forward-looking statements included in this press release are subject to a number of risks and uncertainties and the Company undertakes no obligation to publicly update or revise any forward-looking statements.

Company description:
 
Quincy, IL. - Titan International, Inc. (NYSE: TWI), a holding company, owns subsidiaries that supply wheels, tires and assemblies for off-highway equipment used in agricultural, earthmoving/construction, and consumer (i.e. all terrain vehicles and trailers) applications.



Titan International, Inc.
Consolidated Statements of Operations (Unaudited)
For the three and nine months ended September 30, 2005 and 2004




Amounts in thousands except earnings per share data.
 
Three Months Ended
Nine Months Ended
 
September 30, 
September 30,
     
2005
   
2004
   
2005
   
2004
 
Net sales
 
$
102,712
 
$
116,487
 
$
373,550
 
$
404,651
 
Cost of sales
   
91,739
   
98,686
   
315,994
   
338,241
 
Gross profit
   
10,973
   
17,801
   
57,556
   
66,410
 
                           
Selling, general & administrative expenses
   
7,213
   
7,613
   
23,658
   
27,585
 
Research & development expenses
   
205
   
323
   
598
   
1,530
 
Idled assets marketed for sale depreciation
   
1,312
   
0
   
3,992
   
0
 
Goodwill impairment on Titan Europe
   
0
   
0
   
0
   
2,988
 
Income from operations
   
2,243
   
9,865
   
29,308
   
34,307
 
                           
Interest expense
   
(1,781
)
 
(3,833
)
 
(6,723
)
 
(13,598
)
Noncash convertible debt conversion charge
   
0
   
0
   
(7,225
)
 
0
 
Debt termination expense
   
0
   
(3,654
)
 
0
   
(3,654
)
Equity income (loss) from unconsolidated affiliate
   
322
   
(367
)
 
2,360
   
421
 
Other (expense) income
   
(413
)
 
105
   
(1,137
)
 
239
 
Income before income taxes
   
371
   
2,116
   
16,583
   
17,715
 
                           
(Benefit) provision for income taxes
   
(811
)
 
635
   
0
   
5,315
 
                           
Net income
 
$
1,182
 
$
1,481
 
$
16,583
 
$
12,400
 
                           
Earnings per common share:
                         
Basic
 
$
.06
 
$
.09
 
$
.94
 
$
.68
 
Diluted
   
.06
   
.09
   
.83
   
.65
 
                           
Average common shares outstanding:
                         
Basic
   
19,422
   
16,324
   
17,570
   
18,293
 
Diluted
   
19,617
   
16,426
   
25,298
   
20,429
 


Adjustment Calculations (Unaudited)
Amounts in thousands except per share data.
 
Three Months Ended
Nine Months Ended
 
September 30, 
September 30,
     
2005
   
2004
   
2005
   
2004
 
Income from operations
 
$
2,243
 
$
9,865
 
$
29,308
 
$
34,307
 
Add back: Idled assets marketed for sale depreciation
   
1,312
   
0
   
3,992
   
0
 
Adjusted income from operations
 
$
3,555
 
$
9,865
 
$
33,300
 
$
34,307
 
                           




Segment Information
Revenues from external customers (Unaudited)
Amounts in thousands
 
Three Months Ended
 
Nine Months Ended
 
   
September 30,
 
September 30,
 
   
2005
 
2004
 
2005
 
2004
 
Agricultural
 
$
64,595
 
$
70,451
 
$
244,873
 
$
253,583
 
Earthmoving/Construction
   
31,303
   
37,495
   
106,165
   
124,546
 
Consumer
   
6,814
   
8,541
   
22,512
   
26,522
 
Total
 
$
102,712
 
$
116,487
 
$
373,550
 
$
404,651
 



Consolidated Condensed Balance Sheets (Unaudited)
Amounts in thousands
         
   
September 30,
 
December 31,
 
Assets
 
2005
 
2004
 
Current assets:
             
Cash & cash equivalents
 
$
594
 
$
1,130
 
Accounts receivable
   
56,553
   
52,781
 
Inventories
   
78,941
   
84,658
 
Deferred income taxes
   
6,711
   
6,711
 
Other current assets
   
13,907
   
9,388
 
Total current assets
   
156,706
   
154,668
 
               
Property, plant & equipment, net
   
69,929
   
80,644
 
Idled assets marketed for sale
   
26,574
   
31,245
 
Investment in unconsolidated affiliate
   
28,855
   
30,040
 
Restricted cash on deposit
   
24,500
   
24,500
 
Goodwill
   
11,702
   
11,702
 
Other noncurrent assets
   
18,658
   
21,367
 
Total assets
 
$
336,924
 
$
354,166
 
               
Liabilities & stockholders’ equity
             
Current liabilities:
             
Short-term debt (including current portion of long-term debt)
 
$
141
 
$
217
 
Accounts payable
   
22,773
   
26,733
 
Other current liabilities
   
13,659
   
12,820
 
Total current liabilities
   
36,573
   
39,770
 
               
Long-term debt
   
101,887
   
169,688
 
Deferred income taxes
   
9,164
   
9,164
 
Other long-term liabilities
   
26,320
   
28,663
 
Stockholders’ equity
   
162,980
   
106,881
 
Total liabilities & stockholders’ equity
 
$
336,924
 
$
354,166
 

Contact: Courtney Leeser, Communications Coordinator
(217) 221-4489