10-Q 1 twi0630201510-q.htm 10-Q TWI 06.30.2015 10-Q


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, 2015
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 þ
Accelerated filer ¨
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o  No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
 
Shares Outstanding at
Class
 
July 20, 2015
 
 
 
Common stock, $0.0001 par value per share
 
53,807,043



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,
 
2015

2014

2015

2014
Net sales
$
376,067

 
$
523,731

 
$
778,126

 
$
1,062,671

Cost of sales
325,014

 
468,161

 
684,279

 
955,124

Mining asset impairment and inventory writedown
—

 
34,797

 
—

 
34,797

Gross profit
51,053

 
20,773

 
93,847

 
72,750

Selling, general and administrative expenses
37,848

 
42,835

 
73,522

 
86,711

Research and development expenses
2,779

 
3,575

 
5,865

 
7,671

Royalty expense
2,895

 
3,830

 
6,120

 
7,571

Income (loss) from operations
7,531

 
(29,467
)
 
8,340

 
(29,203
)
Interest expense
(8,642
)
 
(8,926
)
 
(17,398
)
 
(18,185
)
Other income
6,906

 
6,335

 
15,189

 
6,851

Income (loss) before income taxes
5,795

 
(32,058
)
 
6,131

 
(40,537
)
Provision (benefit) for income taxes
1,515

 
(7,167
)
 
2,911

 
(10,518
)
Net income (loss)
4,280

 
(24,891
)
 
3,220

 
(30,019
)
Net loss attributable to noncontrolling interests
(2,491
)
 
(4,380
)
 
(3,783
)
 
(11,671
)
Net income (loss) attributable to Titan
$
6,771

 
$
(20,511
)
 
$
7,003

 
$
(18,348
)
 
 
 
 
 
 
 
 
Earnings (loss) per common share:
 

 
 

 
 

 
 

Basic
$
.13

 
$
(.38
)
 
$
.13

 
$
(.34
)
Diluted
$
.12

 
$
(.38
)
 
$
.13

 
$
(.34
)
Average common shares and equivalents outstanding:
 
 
 

 
 
 
 

Basic
53,686

 
53,486

 
53,674

 
53,478

Diluted
59,489

 
53,486

 
53,858

 
53,478

 
 
 
 
 
 
 
 
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,
 
2015
 
2014
Net income (loss)
$
4,280

 
$
(24,891
)
Currency translation adjustment, net
4,436

 
7,826

Pension liability adjustments, net of tax of $(706) and $(123), respectively
1,488

 
28

Comprehensive income (loss)
10,204

 
(17,037
)
Net comprehensive loss attributable to noncontrolling interests
(1,904
)
 
(1,062
)
Comprehensive income (loss) attributable to Titan
$
12,108

 
$
(15,975
)


 
 
 
 
 
Six months ended
 
June 30,
 
2015
 
2014
Net income (loss)
$
3,220

 
$
(30,019
)
Currency translation adjustment, net
(40,950
)
 
8,214

Pension liability adjustments, net of tax of $(806) and $(506), respectively
1,497

 
745

Comprehensive loss
(36,233
)
 
(21,060
)
Net comprehensive loss attributable to noncontrolling interests
(4,917
)
 
(13,245
)
Comprehensive loss attributable to Titan
$
(31,316
)
 
$
(7,815
)
























See accompanying Notes to Consolidated Financial Statements.

2


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

 
June 30,
 
December 31,
Assets
2015
 
2014
Current assets
 
 
 
Cash and cash equivalents
$
187,484

 
$
201,451

  Accounts receivable, net
224,689

 
199,378

Inventories
306,087

 
331,432

Deferred income taxes
13,972

 
23,435

Prepaid and other current assets
74,786

 
80,234

Total current assets
807,018

 
835,930

Property, plant and equipment, net
483,407

 
527,414

Deferred income taxes
18,303

 
15,623

Other assets
111,686

 
116,757

Total assets
$
1,420,414

 
$
1,495,724

Liabilities and Equity
 

 
 

Current liabilities
 

 
 

Short-term debt
$
25,068

 
$
26,233

Accounts payable
135,758

 
146,305

Other current liabilities
121,967

 
129,018

Total current liabilities
282,793

 
301,556

Long-term debt
495,273

 
496,503

Deferred income taxes
3,524

 
18,582

Other long-term liabilities
84,330

 
89,025

Total liabilities
865,920

 
905,666

Equity
 

 
 

Titan stockholders' equity


 


  Common stock ($0.0001 par value, 120,000,000 shares authorized, 55,253,092 issued, 53,792,342 outstanding)
—

 
—

Additional paid-in capital
563,227

 
562,367

Retained earnings
132,472

 
126,007

Treasury stock (at cost, 1,460,750 and 1,504,064 shares, respectively)
(13,508
)
 
(13,897
)
Treasury stock reserved for deferred compensation
(1,075
)
 
(1,075
)
Accumulated other comprehensive loss
(150,923
)
 
(112,630
)
Total Titan stockholders’ equity
530,193

 
560,772

Noncontrolling interests
24,301

 
29,286

Total equity
554,494

 
590,058

Total liabilities and equity
$
1,420,414

 
$
1,495,724

 








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, 2015
53,749,028

 
$
562,367

 
$
126,007

 
$
(13,897
)
 
$
(1,075
)
 
$
(112,630
)
 
$
560,772

 
$
29,286

 
$
590,058

Net income (loss)


 


 
7,003

 


 


 


 
7,003

 
(3,783
)
 
3,220

Currency translation adjustment, net of tax
 
 
 
 
 
 
 
 
 
 
(39,816
)
 
(39,816
)
 
(1,134
)
 
(40,950
)
Pension liability adjustments, net of tax


 


 


 


 


 
1,497

 
1,497

 
 
 
1,497

Dividends on common stock


 


 
(538
)
 


 


 


 
(538
)
 
 
 
(538
)
Exercise of stock options
12,500

 
32

 


 
112

 


 


 
144

 
 
 
144

Dissolution of subsidiary
 
 
 
 
 
 
 
 
 
 
26

 
26

 
(68
)
 
(42
)
Stock-based compensation


 
1,339

 


 


 


 


 
1,339

 
 
 
1,339

Tax benefit related to stock-based compensation


 
(538
)
 


 


 


 


 
(538
)
 
 
 
(538
)
Issuance of treasury stock under 401(k) plan
30,814

 
27

 


 
277

 


 


 
304

 
 
 
304

Balance June 30, 2015
53,792,342

 
$
563,227

 
$
132,472

 
$
(13,508
)
 
$
(1,075
)
 
$
(150,923
)
 
$
530,193

 
$
24,301

 
$
554,494

 


















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:
2015
 
2014
Net income (loss)
$
3,220

 
$
(30,019
)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
 

 
 

Depreciation and amortization
36,604

 
46,815

Mining asset impairment
—

 
23,242

Mining inventory writedown
—

 
11,555

Deferred income tax provision
(5,602
)
 
(18,269
)
Stock-based compensation
1,339

 
2,143

Excess tax benefit from stock-based compensation
538

 
45

Issuance of treasury stock under 401(k) plan
304

 
332

(Increase) decrease in assets:
 

 
 

Accounts receivable
(37,149
)
 
(28,989
)
Inventories
8,721

 
(3,046
)
Prepaid and other current assets
2,868

 
36,061

Other assets
(688
)
 
(4,050
)
Increase (decrease) in liabilities:
 

 
 

Accounts payable
4,423

 
15,017

Other current liabilities
(1,988
)
 
4,937

Other liabilities
(4,748
)
 
(12,719
)
Net cash provided by operating activities
7,842

 
43,055

Cash flows from investing activities:
 

 
 

Capital expenditures
(22,505
)
 
(30,883
)
Acquisition of additional interest
—

 
(13,395
)
Decrease in restricted cash deposits
—

 
14,268

Other
2,708

 
3,241

Net cash used for investing activities
(19,797
)
 
(26,769
)
Cash flows from financing activities:
 

 
 

Proceeds from borrowings
13,239

 
6,217

Payment on debt
(8,517
)
 
(53,393
)
Proceeds from exercise of stock options
144

 
141

Excess tax benefit from stock-based compensation
(538
)
 
(45
)
Payment of financing fees
—

 
(33
)
Dividends paid
(538
)
 
(536
)
Net cash provided by (used for) financing activities
3,790

 
(47,649
)
Effect of exchange rate changes on cash
(5,802
)
 
4,957

Net decrease in cash and cash equivalents
(13,967
)
 
(26,406
)
Cash and cash equivalents, beginning of period
201,451

 
189,360

Cash and cash equivalents, end of period
$
187,484

 
$
162,954

 
 
 
 
Supplemental information:
 
 
 
Interest paid
$
20,063

 
$
20,695

Income taxes paid, net of refunds received
$
(884
)
 
$
6,454











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, 2015, and the results of operations and cash flows for the three and six months ended June 30, 2015 and 2014.

Accounting policies have continued without significant change and are described in the Description of Business and Significant Accounting Policies contained in the Company's 2014 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 2014 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, other accruals and notes payable at cost, which approximates fair value due to their short term or stated rates.  Investments in marketable equity securities are recorded at fair value.  The 6.875% senior secured notes due 2020 (senior secured notes due 2020) and 5.625% convertible senior subordinated notes due 2017 (convertible notes) are carried at cost of $400.0 million and $60.2 million at June 30, 2015, respectively. The fair value of the senior secured notes due 2020 at June 30, 2015, as obtained through an independent pricing source, was approximately $367.0 million.

Cash dividends
The Company declared cash dividends of $.005 and $0.010 per share of common stock for each of the three and six months ended June 30, 2015, and 2014. The second quarter 2015 cash dividend of $.005 per share of common stock was paid July 15, 2015, to stockholders of record on June 30, 2015.

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.

Reclassification
Certain amounts from prior years have been reclassified to conform to the current year's presentation. Reclassifications included changes in classification from selling, general and administrative to cost of sales of $1.8 million and $4.4 million for the three and six months ended June 30, 2014, respectively.

Recently Issued Accounting Standards
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and 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.


6


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


2. MINING ASSET IMPAIRMENT AND INVENTORY WRITEDOWN

In the second quarter of 2014, the Company recorded an asset impairment and inventory writedown of $23.2 million and $11.6 million, respectively. The impairment was recorded on machinery, equipment and molds used to produce giant mining tires. Mining products are included in the Company's earthmoving/construction segment. In the second quarter of 2014, several large mining equipment manufacturers significantly decreased their sales forecast for mining equipment. The Company's sales of mining product were deteriorating at an accelerated pace. Therefore, the company tested mining related assets for impairment in the second quarter of 2014. The fair value of the mining equipment was determined using a cost and market approach. The inventory writedown was to adjust the value of mining product inventory to estimated market value.

3. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following (amounts in thousands):
 
June 30,
2015
 
December 31,
2014
Accounts receivable
$
228,672

 
$
205,084

Allowance for doubtful accounts
(3,983
)
 
(5,706
)
Accounts receivable, net
$
224,689

 
$
199,378

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


4. INVENTORIES

Inventories consisted of the following (amounts in thousands):
 
June 30,
2015
 
December 31,
2014
Raw material
$
93,612

 
$
119,989

Work-in-process
39,904

 
41,073

Finished goods
179,758

 
179,998

 
313,274

 
341,060

Adjustment to LIFO basis
(7,187
)
 
(9,628
)
 
$
306,087

 
$
331,432

 
At June 30, 2015, approximately 9% of the Company's inventories were valued under the last-in, first-out (LIFO) method. At December 31, 2014, approximately 11% of the Company's inventories were valued under the LIFO method. The remaining inventories were valued under the first-in, first-out (FIFO) method or average cost method. All inventories are valued at lower of cost or market.



7


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

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consisted of the following (amounts in thousands):
 
June 30,
2015
 
December 31, 2014
Land and improvements
$
53,584

 
$
60,012

Buildings and improvements
218,628

 
223,989

Machinery and equipment
582,573

 
585,318

Tools, dies and molds
99,625

 
103,353

Construction-in-process
35,868

 
38,653

 
990,278

 
1,011,325

Less accumulated depreciation
(506,871
)
 
(483,911
)
 
$
483,407

 
$
527,414

 
Depreciation on fixed assets for the six months ended June 30, 2015 and 2014, totaled $34.0 million and $43.8 million, respectively.

Included in the total building and improvements are capital leases of $3.8 million and $4.1 million at June 30, 2015, and December 31, 2014, respectively. Included in the total of machinery and equipment are capital leases of $33.7 million and $37.7 million at June 30, 2015, and December 31, 2014, respectively.


6. GOODWILL AND INTANGIBLE ASSETS

Changes in goodwill consisted of the following (amounts in thousands):
 
2015
 
2014
 
 
 
Earthmoving/
 
 
 
 
 
 
 
Earthmoving/
 
 
 
 
 
Agricultural
 
Construction
 
Consumer
 
 
 
Agricultural
 
Construction
 
Consumer
 
 
 
Segment
 
Segment
 
Segment
 
Total
 
Segment
 
Segment
 
Segment
 
Total
Goodwill, January 1
$
—

 
$
—

 
$
—

 
$
—

 
$
24,540

 
$
14,898

 
$
2,637

 
$
42,075

Foreign currency translation
—

 
—

 
—

 
—

 
252

 
642

 
(70
)
 
824

Goodwill, June 30
$
—

 
$
—

 
$
—

 
$
—

 
$
24,792

 
$
15,540

 
$
2,567

 
$
42,899

 
The Company reviews goodwill for impairment during the fourth quarter of each annual reporting period, and whenever events and circumstances indicate that the carrying values may not be recoverable. In the fourth quarter of 2014, the recoverability of all goodwill was evaluated by estimating future discounted cash flows. The Company recorded a noncash charge for the impairment of goodwill in the amount of $36.6 million on both a pre-tax and after-tax basis. The charge included $11.4 million of earthmoving/construction goodwill related to the acquisition of Titan Australia; $9.6 million of agricultural goodwill related to the acquisition of the Latin America farm tire business; and $15.6 million of goodwill related to the acquisition of Voltyre-Prom. The Voltyre-Prom goodwill included $11.0 million in the agricultural segment, $2.6 million in the earthmoving/construction segment, and $2.0 million in the consumer segment.


8


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

The components of intangible assets consisted of the following (amounts in thousands):
 
Weighted- Average Useful Lives (in Years)
 
June 30,
2015
 
December 31, 2014
Amortizable intangible assets:
 
 
 
 
 
     Customer relationships
12.0
 
14,057

 
14,958

     Patents, trademarks and other
8.5
 
16,047

 
15,907

          Total at cost
 
 
30,104

 
30,865

     Less accumulated amortization
 
 
(8,779
)
 
(7,176
)
 
 
 
21,325

 
23,689

 
Amortization related to intangible assets for the six months ended June 30, 2015 and 2014, totaled $1.8 million and $2.3 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, 2015, is as follows (amounts in thousands):
July 1 - December 31, 2015
$
1,468

2016
2,443

2017
2,324

2018
2,324

2019
2,324

Thereafter
10,442

 
$
21,325



7. WARRANTY

Changes in the warranty liability consisted of the following (amounts in thousands):
 
2015
 
2014
Warranty liability, January 1
$
28,144

 
$
33,134

Provision for warranty liabilities
5,558

 
9,422

Warranty payments made
(7,171
)
 
(9,975
)
Warranty liability, June 30
$
26,531

 
$
32,581


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)

8. REVOLVING CREDIT FACILITY AND LONG-TERM DEBT
 
Long-term debt consisted of the following (amounts in thousands):
 
June 30,
2015
 
December 31,
2014
6.875% senior secured notes due 2020
$
400,000

 
$
400,000

5.625% convertible senior subordinated notes due 2017
60,161

 
60,161

Titan Europe credit facilities
43,140

 
42,291

Other debt
14,563

 
17,013

Capital leases
2,477

 
3,271

 
520,341

 
522,736

Less amounts due within one year
25,068

 
26,233

 
$
495,273

 
$
496,503

 
Aggregate maturities of long-term debt at June 30, 2015, were as follows (amounts in thousands):
July 1 - December 31, 2015
$
17,803

2016
31,271

2017
66,849

2018
1,134

2019
1,066

Thereafter
402,218

 
$
520,341

 
6.875% senior secured notes due 2020
The Company’s 6.875% senior secured notes (senior secured notes due 2020) 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. The Company's senior secured notes due 2020 outstanding balance was $400.0 million at June 30, 2015.

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.  The Company’s convertible notes balance was $60.2 million at June 30, 2015.

Titan Europe credit facilities
The Titan Europe credit facilities contain borrowings from various institutions totaling $43.1 million at June 30, 2015. 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, 2015, the amount available was $97.5 million as a result of the Company's decrease in sales which impacted both accounts receivable and inventory balances. During the first six months of 2015 and at June 30, 2015, there were no borrowings under the credit facility.


10


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

Other Debt
Other debt is comprised of working capital loans for the Sao Paulo, Brazil manufacturing facility totaling $14.6 million at June 30, 2015.

9. 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, 2015, the Company recorded currency exchange loss of $1.4 million related to these derivatives. For the six months ended June 30, 2015, the Company recorded currency exchange gain of $3.1 million related to these derivatives.


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, 2015, 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, 2015
$
3,925

2016
6,035

2017
3,000

2018
2,259

2019
1,666

Thereafter
1,044

Total future minimum lease payments
$
17,929


At June 30, 2015, the Company had assets held as capital leases with a net book value of $9.2 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, 2015
$
771

2016
942

2017
464

2018
177

2019
107

Thereafter
9

Total future capital lease obligation payments
2,470

Less amount representing interest
(55
)
Present value of future capital lease obligation payments
$
2,415



 
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 four 401(k) retirement savings plans in the U.S. and a number of defined contribution plans at foreign subsidiaries. The Company contributed approximately $2.2 million to the pension plans during the six months ended June 30, 2015 and expects to contribute approximately $2.6 million to the pension plans during the remainder of 2015.

11


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


The components of net periodic pension cost consisted of the following (amounts in thousands):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Service cost
$
179

 
$
193

 
$
351

 
$
402

Interest cost
1,306

 
1,426

 
2,530

 
2,847

Expected return on assets
(1,531
)
 
(1,501
)
 
(3,050
)
 
(3,003
)
Amortization of unrecognized prior service cost
34

 
34

 
68

 
68

Amortization of net unrecognized loss
729

 
758

 
1,458

 
1,516

      Net periodic pension cost
$
717

 
$
910

 
$
1,357

 
$
1,830



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.

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, 2015 and December 31, 2014 (amounts in thousands):
 
June 30,
2015
 
December 31, 2014
Cash and cash equivalents
$
11,297

 
$
8,861

Inventory
10,103

 
9,645

Other current assets
17,183

 
18,115

Property, plant and equipment, net
34,229

 
36,353

Other noncurrent assets
7,490

 
8,016

   Total assets
80,302

 
80,990

 
 
 
 
Current liabilities
11,379

 
11,659

Noncurrent liabilities
3,114

 
7,448

  Total liabilities
14,493

 
19,107


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.



12


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

13. ROYALTY EXPENSE

The Company has a trademark license agreement with Goodyear to manufacture and sell certain tires in North America and Latin America under the Goodyear name.  The North American and Latin American farm tire royalties were prepaid for seven years as part of the 2011 Goodyear Latin American farm tire acquisition. In May 2012, the Company and Goodyear entered into an agreement under which Titan will sell certain non-farm tire products directly to third party customers and pay a royalty to Goodyear. Royalty expenses recorded were $2.9 million and $3.8 million for the quarters ended June 30, 2015 and 2014, respectively. Royalty expenses were $6.1 million and $7.6 million for the six months ended June 30, 2015 and 2014, respectively.


14. OTHER INCOME

Other income consisted of the following (amounts in thousands):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Currency exchange gain
$
3,647

 
$
3,747

 
$
9,613

 
$
2,050

Interest income
956

 
288

 
1,564

 
640

Wheels India Limited equity income
867

 
532

 
860

 
950

Other income
706

 
787

 
1,571

 
1,250

Discount amortization on prepaid royalty
472

 
756

 
1,083

 
1,530

Building rental income
258

 
225

 
498

 
431

 
$
6,906

 
$
6,335

 
$
15,189

 
$
6,851


During the second quarter of 2015, the Company identified a subsidiary investment which was improperly classified as an intercompany liability. As a result of the correction of this item, the Company reclassified currency translation in other comprehensive income to currency exchange gain in other income. The three and six months ended June 30, 2015, included $5.7 million and $3.1 million, respectively, in currency exchange gain related to this correction. Titan concluded that these amounts are immaterial to the consolidated financial statements for the three and six months ended June 30, 2015.

15. INCOME TAXES

The Company recorded income tax expense of $1.5 million and $2.9 million for the three and six months ended June 30, 2015, respectively, as compared to a benefit from income taxes of $(7.2) million and $(10.5) million for the three and six months ended June 30, 2014. The Company's effective income tax rate was 47% and 26% for the six months ended June 30, 2015 and 2014, respectively.

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.

The Company's 2014 income tax benefit 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 state income tax expense, unrecognized tax benefits, foreign earnings, and domestic production activities deduction.



13


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
 
June 30, 2015
 
June 30, 2014
 
Titan net income
 
Weighted-
average shares
 
Per share
 amount
 
Titan net loss
 
Weighted-
average shares
 
Per share
 amount
Basic earnings per share
$
6,771

 
53,686

 
$
0.13

 
$
(20,511
)
 
53,486

 
$
(0.38
)
   Effect of stock options/trusts
—

 
208

 
 

 
—

 
—

 
 

   Effect of convertible notes
609

 
5,595

 
 
 
—

 
—

 
 
Diluted earnings per share
$
7,380

 
59,489

 
$
0.12

 
$
(20,511
)
 
53,486

 
$
(0.38
)

 
Six months ended
 
June 30, 2015
 
June 30, 2014
 
Titan net income
 
Weighted-
average shares
 
Per share
 amount
 
Titan net loss
 
Weighted-
average shares
 
Per share
 amount
Basic earnings per share
$
7,003

 
53,674

 
$
0.13

 
$
(18,348
)
 
53,478

 
$
(0.34
)
   Effect of stock options/trusts
—

 
184

 
 

 
—

 
—

 
 

Diluted earnings per share
$
7,003

 
53,858

 
$
0.13

 
$
(18,348
)
 
53,478

 
$
(0.34
)

The effect of stock options/trusts has been excluded for the three and six months ended June 30, 2014, as the effect would have been antidilutive. The weighted average share amount excluded was 0.3 million shares.

The effect of convertible notes has been excluded for the three months ended June 30, 2014, and the six months ended June 30, 2015 and 2014, as the effect would have been antidilutive. The weighted average share amount excluded for convertible notes totaled 5.8 million shares for the three and six months ended June 30, 2014, and 5.6 million shares for the six months ended June 30, 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.


14


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

18. SEGMENT INFORMATION

The table below presents information about certain operating results of segments as reviewed by the chief executive officer of the Company for the three and six months ended June 30, 2015 and 2014 (amounts in thousands):

Three months ended
 
Six months ended

June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Revenues from external customers
 
 
 
 

 

Agricultural
$
194,998

 
$
285,274

 
$
407,999

 
$
602,440

Earthmoving/construction
135,658

 
163,961

 
278,142

 
316,901

Consumer
45,411

 
74,496

 
91,985

 
143,330

 
$
376,067

 
$
523,731

 
$
778,126

 
$
1,062,671

Gross profit
 

 
 

 
 
 
 
Agricultural
$
34,989

 
$
41,338

 
$
63,263

 
$
86,493

Earthmoving/construction
12,853

 
(23,559
)
 
23,498

 
(20,018
)
Consumer
3,748

 
3,810

 
7,896

 
7,686

Unallocated corporate
(537
)
 
(816
)
 
(810
)
 
(1,411
)
 
$
51,053

 
$
20,773

 
$
93,847

 
$
72,750

Income (loss) from operations
 

 
 

 
 
 
 
Agricultural
$
25,652

 
$
28,078

 
$
44,556

 
$
58,619

Earthmoving/construction
124

 
(38,235
)
 
(1,738
)
 
(49,329
)
Consumer
(848
)
 
(1,814
)
 
(1,092
)
 
(3,374
)
Unallocated corporate
(17,397
)
 
(17,496
)
 
(33,386
)
 
(35,119
)
      Income from operations
7,531

 
(29,467
)
 
8,340

 
(29,203
)
 
 
 
 
 
 
 
 
Interest expense
(8,642
)
 
(8,926
)
 
(17,398
)
 
(18,185
)
Other income, net
6,906

 
6,335

 
15,189

 
6,851

      Income (loss) before income taxes
$
5,795

 
$
(32,058
)
 
$
6,131

 
$
(40,537
)

Assets by segment were as follows (amounts in thousands):
 
June 30,
2015
 
December 31,
2014
Total assets
 

 
 

Agricultural
$
500,918

 
$
508,741

Earthmoving/construction
557,037

 
591,553

Consumer
162,922

 
175,475

Unallocated corporate
199,537

 
219,955

 
$
1,420,414

 
$
1,495,724

 

15


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, 2015
 
December 31, 2014
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
Contractual obligation investments
$
10,174


$
10,174


$
—


$
—

 
$
9,840

 
$
9,840

 
$
—

 
$
—

Derivative financial instruments asset
3,689

 
—

 
3,689

 
—

 
1,068

 
—

 
1,068

 
—

Preferred stock
250

 
—

 
—

 
250

 
250

 
—

 
—

 
250

Derivative financial instruments liability
(20
)
 
—

 
(20
)
 
—

 
(43
)
 
—

 
(43
)
 
—

Total
$
14,093

 
$
10,174

 
$
3,669

 
$
250

 
$
11,115

 
$
9,840

 
$
1,025

 
$
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, 2014
$
250

  Total realized and unrealized gains and losses
—

Balance as of June 30, 2015
$
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; Green Carbon, INC; and OTR Wheel Engineering.  Sales of Titan products to these companies were approximately $0.8 million and $1.5 million for the three and six months ended June 30, 2015, respectively, as compared to $0.8 million and $1.4 million for the three and six months ended June 30, 2014. Titan had trade receivables due from these companies of approximately $0.3 million at June 30, 2015, and approximately $0.2 million at December 31, 2014.  On other sales referred to Titan from the above manufacturing representative companies, commissions were approximately $0.5 million and $1.1 million for the three and six months ended June 30, 2015, respectively, as compared to $0.6 million and $1.3 million for the three and six months ended June 30, 2014. Titan had purchases from these companies of approximately $2.1 million for the three and six months ended June 30, 2015.

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 had trade payables due to Wheels India of approximately $0.0 million and $0.1 million at June 30, 2015, and December 31, 2014, respectively.

16


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



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, 2015
$
(130,210
)
 
$
(26,050
)
 
$
(156,260
)
Currency translation adjustments
3,849

 
—

 
3,849

Defined benefit pension plan entries:
 

 
 

 
 

Amortization of unrecognized losses and prior
 
 
 
 
 
  service cost, net of tax of $(706)
—

 
1,488

 
1,488

Balance at June 30, 2015
$
(126,361
)
 
$
(24,562
)
 
$
(150,923
)
 
 
 
 
 
 
 
Currency
Translation
Adjustments
 
Unrecognized
Losses and
Prior Service
Cost
 
 
 
Total
Balance at January 1, 2015
$
(86,571
)
 
$
(26,059
)
 
$
(112,630
)
 
 
 
 
 
 
Currency translation adjustments
(39,790
)
 
—

 
(39,790
)
Defined benefit pension plan entries:
 

 
 

 
 

Amortization of unrecognized losses and prior
 
 
 
 
 
  service cost, net of tax of $(806)
—

 
1,497

 
1,497

Balance at June 30, 2015
$
(126,361
)
 
$
(24,562
)
 
$
(150,923
)


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. 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.


17


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, 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
)
 
—

 
—

Other income (expense)
(393
)
 
3

 
7,296

 
—

 
6,906

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

 

(Amounts in thousands)
Consolidating Condensed Statements of Operations
For the Three Months Ended June 30, 2014
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
244,664

 
$
279,067

 
$
—

 
$
523,731

Cost of sales
303

 
241,915

 
260,740

 
—

 
502,958

Gross profit (loss)
(303
)
 
2,749

 
18,327

 
—

 
20,773

Selling, general and administrative expenses
2,388

 
17,611

 
22,836

 
—

 
42,835

Research and development expenses
72

 
1,214

 
2,289

 
—

 
3,575

Royalty expense
—

 
1,926

 
1,904

 
—

 
3,830

Income (loss) from operations
(2,763
)
 
(18,002
)
 
(8,702
)
 
—

 
(29,467
)
Interest expense
(8,255
)
 
—

 
(671
)
 
—

 
(8,926
)
Intercompany interest income (expense)
1,618

 
—

 
(1,618
)
 
—

 
—

Other income (expense)
1,192

 
103

 
5,040

 
—

 
6,335

Income (loss) before income taxes
(8,208
)
 
(17,899
)
 
(5,951
)
 
—

 
(32,058
)
Provision (benefit) for income taxes
69

 
(6,437
)
 
(799
)
 
—

 
(7,167
)
Equity in earnings of subsidiaries
(16,614
)
 
—

 
(18,004
)
 
34,618

 
—

Net income (loss)
(24,891
)
 
(11,462
)
 
(23,156
)
 
34,618

 
(24,891
)
Net loss noncontrolling interests
—

 
—

 
(4,380
)
 
—

 
(4,380
)
Net income (loss) attributable to Titan
$
(24,891
)
 
$
(11,462
)
 
$
(18,776
)
 
$
34,618

 
$
(20,511
)

18


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, 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

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
)
 
—

 
—

Other income (expense)
5,004

 
(376
)
 
10,561

 
—

 
15,189

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

 
 
 
 
 
 
 
 
 
 

(Amounts in thousands)
Consolidating Condensed Statements of Operations
For the Six Months Ended June 30, 2014
 
Titan
 Intl., Inc. (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
508,622

 
$
554,049

 
$
—

 
$
1,062,671

Cost of sales
513

 
470,154

 
519,254

 
—

 
989,921

Gross profit (loss)
(513
)
 
38,468

 
34,795

 
—

 
72,750

Selling, general and administrative expenses
4,032

 
36,601

 
46,078

 
—

 
86,711

Research and development expenses
72

 
3,367

 
4,232

 
—

 
7,671

Royalty expense
—

 
3,774

 
3,797

 
—

 
7,571

Income (loss) from operations
(4,617
)
 
(5,274
)
 
(19,312
)
 
—

 
(29,203
)
Interest expense
(16,517
)
 
—

 
(1,668
)
 
—

 
(18,185
)
Intercompany interest income (expense)
3,302

 
—

 
(3,302
)
 
—

 
—

Other income (expense)
1,534

 
48

 
5,269

 
—

 
6,851

Income (loss) before income taxes
(16,298
)
 
(5,226
)
 
(19,013
)
 
—

 
(40,537
)
Provision (benefit) for income taxes
(5,971
)
 
(1,627
)
 
(2,920
)
 
—

 
(10,518
)
Equity in earnings of subsidiaries
(19,692
)
 
—

 
(18,881
)
 
38,573

 
—

Net income (loss)
(30,019
)
 
(3,599
)
 
(34,974
)
 
38,573

 
(30,019
)
Net loss noncontrolling interests
—

 
—

 
(11,671
)
 
—

 
(11,671
)
Net income (loss) attributable to Titan
$
(30,019
)
 
$
(3,599
)
 
$
(23,303
)
 
$
38,573

 
$
(18,348
)
 
 
 
 
 
 
 
 
 
 

19


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