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: September 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 of Titan International, Inc. outstanding: 53,827,009 shares common stock, $0.0001 par value, as of October 21, 2015.




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

Nine months ended
 
September 30,

September 30,
 
2015

2014

2015

2014
 
 
 
(As restated)
 
 
 
(As restated)

Net sales
$
308,836

 
$
449,579

 
$
1,086,962

 
$
1,512,250

Cost of sales
282,683

 
405,940

 
966,962

 
1,361,064

Mining asset impairment and inventory write-down

 

 

 
34,797

Gross profit
26,153

 
43,639

 
120,000

 
116,389

Selling, general and administrative expenses
35,512

 
39,231

 
109,034

 
125,942

Research and development expenses
2,982

 
3,247

 
8,847

 
10,918

Royalty expense
2,121

 
3,675

 
8,241

 
11,246

Loss from operations
(14,462
)
 
(2,514
)
 
(6,122
)
 
(31,717
)
Interest expense
(8,289
)
 
(8,951
)
 
(25,687
)
 
(27,136
)
Foreign exchange loss
(15,333
)
 
(13,266
)
 
(5,720
)
 
(11,299
)
Other income
755

 
2,587

 
6,331

 
7,471

Loss before income taxes
(37,329
)
 
(22,144
)
 
(31,198
)
 
(62,681
)
Provision (benefit) for income taxes
283

 
(5,127
)
 
3,194

 
(15,645
)
Net loss
(37,612
)
 
(17,017
)
 
(34,392
)
 
(47,036
)
Net loss attributable to noncontrolling interests
(6,136
)
 
(7,950
)
 
(9,919
)
 
(19,621
)
Net loss attributable to Titan
$
(31,476
)
 
$
(9,067
)
 
$
(24,473
)
 
$
(27,415
)
 
 
 
 
 
 
 
 
Earnings per common share:
 

 
 

 
 

 
 

Basic
$
(.79
)
 
$
(.47
)
 
$
(.67
)
 
$
(.85
)
Diluted
$
(.79
)
 
$
(.47
)
 
$
(.67
)
 
$
(.85
)
Average common shares and equivalents outstanding:
 
 
 

 
 
 
 

Basic
53,707

 
53,497

 
53,685

 
53,484

Diluted
53,707

 
53,497

 
53,685

 
53,484

 
 
 
 
 
 
 
 
Dividends declared per common share:
$
.005

 
$
.005

 
$
.015

 
$
.015

 
 










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
 
September 30,
 
2015
 
2014
Net loss
$
(37,612
)
 
$
(17,017
)
Currency translation adjustment, net
(28,444
)
 
(40,174
)
Pension liability adjustments, net of tax of $(291) and $(126), respectively
472

 
42

Comprehensive loss
(65,584
)
 
(57,149
)
Net comprehensive loss attributable to redeemable and noncontrolling interests
(8,233
)
 
(17,002
)
Comprehensive loss attributable to Titan
$
(57,351
)
 
$
(40,147
)


 
 
 
 
 
Nine months ended
 
September 30,
 
2015
 
2014
Net loss
$
(34,392
)
 
$
(47,036
)
Currency translation adjustment, net
(69,394
)
 
(31,960
)
Pension liability adjustments, net of tax of $(645) and $(632), respectively
1,969

 
787

Comprehensive loss
(101,817
)
 
(78,209
)
Net comprehensive loss attributable to redeemable and noncontrolling interests
(13,150
)
 
(30,247
)
Comprehensive loss attributable to Titan
$
(88,667
)
 
$
(47,962
)
























See accompanying Notes to Consolidated Financial Statements.

2



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

 
September 30,
 
December 31,
 
2015
 
2014
 
 
 
(As restated)
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
193,812

 
$
201,451

  Accounts receivable, net
183,755

 
199,378

Inventories
287,135

 
331,432

Deferred income taxes
15,739

 
23,435

Prepaid and other current assets
70,263

 
80,234

Total current assets
750,704

 
835,930

Property, plant and equipment, net
459,350

 
527,414

Deferred income taxes
19,880

 
15,623

Other assets
106,818

 
116,757

Total assets
$
1,336,752

 
$
1,495,724

 
 
 
 
Liabilities
 

 
 

Current liabilities
 

 
 

Short-term debt
$
21,038

 
$
26,233

Accounts payable
127,998

 
146,305

Other current liabilities
122,966

 
129,018

Total current liabilities
272,002

 
301,556

Long-term debt
492,442

 
496,503

Deferred income taxes

 
18,582

Other long-term liabilities
83,321

 
89,025

Total liabilities
847,765

 
905,666

 
 
 
 
Redeemable noncontrolling interest
75,615

 
71,192

 
 
 
 
Equity
 

 
 

Titan stockholders' equity


 


  Common stock ($0.0001 par value, 120,000,000 shares authorized, 55,253,092 issued, 53,807,043 outstanding)

 

Additional paid-in capital
502,763

 
513,090

Retained earnings
100,727

 
126,007

Treasury stock (at cost, 1,446,049 and 1,504,064 shares, respectively)
(13,376
)
 
(13,897
)
Treasury stock reserved for deferred compensation
(1,075
)
 
(1,075
)
Accumulated other comprehensive loss
(176,798
)
 
(112,630
)
Total Titan stockholders’ equity
412,241

 
511,495

Noncontrolling interests
1,131

 
7,371

Total equity
413,372

 
518,866

Total liabilities and equity
$
1,336,752

 
$
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 (as restated)
53,749,028

 
$
513,090

 
$
126,007

 
$
(13,897
)
 
$
(1,075
)
 
$
(112,630
)
 
$
511,495

 
$
7,371

 
$
518,866

Net loss *


 


 
(24,473
)
 


 


 


 
(24,473
)
 
(6,229
)
 
(30,702
)
Currency translation adjustment, net of tax *
 
 
 
 
 
 
 
 
 
 
(66,137
)
 
(66,137
)
 
31

 
(66,106
)
Pension liability adjustments, net of tax


 


 


 


 


 
1,969

 
1,969

 
 
 
1,969

Dividends on common stock


 


 
(807
)
 


 


 


 
(807
)
 
 
 
(807
)
Exercise of stock options
12,500

 
32

 


 
112

 


 


 
144

 
 
 
144

Dissolution of subsidiary
 
 
 
 
 
 
 
 
 
 

 

 
(42
)
 
(42
)
Redemption value adjustment


 
(11,401
)
 
 
 


 
 
 
 
 
(11,401
)
 

 
(11,401
)
Stock-based compensation


 
1,754

 


 


 


 


 
1,754

 
 
 
1,754

Tax benefit related to stock-based compensation


 
(758
)
 


 


 


 


 
(758
)
 
 
 
(758
)
Issuance of treasury stock under 401(k) plan
45,515

 
46

 


 
409

 


 


 
455

 
 
 
455

Balance September 30, 2015
53,807,043

 
$
502,763

 
$
100,727

 
$
(13,376
)
 
$
(1,075
)
 
$
(176,798
)
 
$
412,241

 
$
1,131

 
$
413,372

 
* Net loss exlcudes $(3,690) of net loss attributable to redeemable noncontrolling interest. Currency translation adjustments excludes $(3,288) 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)
 
Nine months ended
September 30,
Cash flows from operating activities:
2015
 
2014
Net loss
$
(34,392
)
 
$
(47,036
)
Adjustments to reconcile net loss to net cash
provided by operating activities:
 

 
 

Depreciation and amortization
52,981

 
67,789

Mining asset impairment

 
23,242

Mining inventory write-down

 
11,555

Deferred income tax provision
(8,578
)
 
(15,218
)
Stock-based compensation
1,754

 
3,165

Excess tax benefit from stock-based compensation
758

 
51

Issuance of treasury stock under 401(k) plan
455

 
504

(Increase) decrease in assets:
 

 
 

Accounts receivable
(8,531
)
 
13,636

Inventories
13,486

 
(6,057
)
Prepaid and other current assets
4,397

 
21,923

Other assets
1,340

 
(3,549
)
Increase (decrease) in liabilities:
 

 
 

Accounts payable
4,646

 
(5,457
)
Other current liabilities
(750
)
 
7,376

Other liabilities
2,970

 
5,423

Net cash provided by operating activities
30,536

 
77,347

Cash flows from investing activities:
 

 
 

Capital expenditures
(35,213
)
 
(46,329
)
Acquisition of additional interest

 
(13,395
)
Decrease in restricted cash deposits

 
14,268

Other
4,317

 
4,610

Net cash used for investing activities
(30,896
)
 
(40,846
)
Cash flows from financing activities:
 

 
 

Proceeds from borrowings
14,566

 
14,914

Payment on debt
(11,382
)
 
(60,359
)
Proceeds from exercise of stock options
144

 
141

Excess tax benefit from stock-based compensation
(758
)
 
(51
)
Payment of financing fees

 
(33
)
Dividends paid
(807
)
 
(804
)
Net cash provided by (used for) financing activities
1,763

 
(46,192
)
Effect of exchange rate changes on cash
(9,042
)
 
602

Net decrease in cash and cash equivalents
(7,639
)
 
(9,089
)
Cash and cash equivalents, beginning of period
201,451

 
189,360

Cash and cash equivalents, end of period
$
193,812

 
$
180,271

 
 
 
 
Supplemental information:
 
 
 
Interest paid
$
19,521

 
$
19,280

Income taxes paid, net of refunds received
$
395

 
$
7,992










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 September 30, 2015, and the results of operations and cash flows for the three and nine months ended September 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, 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 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 September 30, 2015, respectively. The fair value of the senior secured notes due 2020 at September 30, 2015, as obtained through an independent pricing source, was approximately $358.0 million.

Cash dividends
The Company declared cash dividends of $.005 and $.015 per share of common stock for each of the three and nine months ended September 30, 2015, and 2014. The third quarter 2015 cash dividend of $.005 per share of common stock was paid October 15, 2015, to stockholders of record on September 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.

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.

In July 2015, the FASB issued ASU No 2015-11, "Simplifying the Measurement of Inventory." This update provides that an entity should measure inventory with the scope of the update at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. 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)


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 $1.7 million and $6.0 million for the three and nine months ended September 30, 2014, respectively.

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 in other income. The nine months ended September 30, 2015, included $3.1 million in currency exchange related to this correction. Titan concluded that this amount is immaterial to the consolidated financial statements for the nine months ended September 30, 2015.

2. MINING ASSET IMPAIRMENT AND INVENTORY WRITEDOWN

In the second quarter of 2014, the Company recorded an asset impairment and inventory write-down 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 write-down 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):
 
September 30,
2015
 
December 31,
2014
Accounts receivable
$
188,093

 
$
205,084

Allowance for doubtful accounts
(4,338
)
 
(5,706
)
Accounts receivable, net
$
183,755

 
$
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):
 
September 30,
2015
 
December 31,
2014
Raw material
$
87,359

 
$
119,989

Work-in-process
38,608

 
41,073

Finished goods
167,302

 
179,998

 
293,269

 
341,060

Adjustment to LIFO
(6,134
)
 
(9,628
)
 
$
287,135

 
$
331,432

 
At September 30, 2015, approximately 8% 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):
 
September 30,
2015
 
December 31, 2014
Land and improvements
$
50,782

 
$
60,012

Buildings and improvements
212,222

 
223,989

Machinery and equipment
569,150

 
585,318

Tools, dies and molds
99,812

 
103,353

Construction-in-process
40,484

 
38,653

 
972,450

 
1,011,325

Less accumulated depreciation
(513,100
)
 
(483,911
)
 
$
459,350

 
$
527,414

 
Depreciation on fixed assets for the nine months ended September 30, 2015 and 2014, totaled $49.3 million and $63.3 million, respectively.

Included in the total building and improvements are capital leases of $3.8 million and $4.1 million at September 30, 2015, and December 31, 2014, respectively. Included in the total of machinery and equipment are capital leases of $33.9 million and $37.7 million at September 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

 

 

 

 
(2,777
)
 
(770
)
 
(446
)
 
(3,993
)
Goodwill, September 30
$

 
$

 
$

 
$

 
$
21,763

 
$
14,128

 
$
2,191

 
$
38,082

 
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)
 
September 30,
2015
 
December 31, 2014
Amortizable intangible assets:
 
 
 
 
 
     Customer relationships
11.8
 
12,834

 
14,958

     Patents, trademarks and other
8.8
 
14,261

 
15,907

          Total at cost
 
 
27,095

 
30,865

     Less accumulated amortization
 
 
(8,624
)
 
(7,176
)
 
 
 
18,471

 
23,689

 
Amortization related to intangible assets for the nine months ended September 30, 2015 and 2014, totaled $2.5 million and $3.3 million, respectively. Intangible assets are included as a component of other assets in the consolidated condensed balance sheet.

The estimated aggregate amortization expense at September 30, 2015, is as follows (amounts in thousands):
October 1 - December 31, 2015
$
461

2016
2,168

2017
2,040

2018
2,040

2019
2,040

Thereafter
9,722

 
$
18,471



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
7,230

 
13,398

Warranty payments made
(9,797
)
 
(15,499
)
Warranty liability, September 30
$
25,577

 
$
31,033


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):
 
September 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
40,058

 
42,291

Other debt
11,219

 
17,013

Capital leases
2,042

 
3,271

 
513,480

 
522,736

Less amounts due within one year
21,038

 
26,233

 
$
492,442

 
$
496,503

 
Aggregate maturities of long-term debt at September 30, 2015, were as follows (amounts in thousands):
October 1 - December 31, 2015
$
15,604

2016
27,323

2017
66,881

2018
1,110

2019
1,016

Thereafter
401,546

 
$
513,480

 
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 September 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 September 30, 2015.

Titan Europe credit facilities
The Titan Europe credit facilities contain borrowings from various institutions totaling $40.1 million at September 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 September 30, 2015, the amount available was $81.7 million as a result of the Company's decrease in sales which impacted both accounts receivable and inventory balances. During the first nine months of 2015 and at September 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 $11.2 million at September 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 September 30, 2015, the Company recorded currency exchange gain of $0.2 million related to these derivatives. For the nine months ended September 30, 2015, the Company recorded currency exchange gain of $3.3 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 September 30, 2015, future minimum rental commitments under noncancellable operating leases with initial terms of at least one year were as follows (amounts in thousands):
October 1 - December 31, 2015
$
2,349

2016
5,888

2017
2,927

2018
2,188

2019
1,639

Thereafter
1,202

Total future minimum lease payments
$
16,193


At September 30, 2015, the Company had assets held as capital leases with a net book value of $8.6 million included in property, plant and equipment. Total future capital lease obligations relating to these leases are as follows (amounts in thousands):
October 1 - December 31, 2015
$
466

2016
837

2017
536

2018
141

2019
58

Thereafter
4

Total future capital lease obligation payments
2,042

Less amount representing interest
(52
)
Present value of future capital lease obligation payments
$
1,990



 






11



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 $3.2 million to the pension plans during the nine months ended September 30, 2015 and expects to contribute approximately $1.4 million to the pension plans during the remainder of 2015.
 
The components of net periodic pension cost consisted of the following (amounts in thousands):
 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2015
 
2014
 
2015
 
2014
Service cost
$
83

 
$
199

 
$
326

 
$
601

Interest cost
1,167

 
1,392

 
3,601

 
4,239

Expected return on assets
(1,512
)
 
(1,502
)
 
(4,549
)
 
(4,505
)
Amortization of unrecognized prior service cost
34

 
34

 
103

 
102

Amortization of net unrecognized loss
729

 
759

 
2,187

 
2,275

      Net periodic pension cost
$
501

 
$
882

 
$
1,668

 
$
2,712


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.
 

12



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 September 30, 2015 and December 31, 2014 (amounts in thousands):
 
September 30,
2015
 
December 31, 2014
Cash and cash equivalents
$
12,249

 
$
8,861

Inventory
8,253

 
9,645

Other current assets
8,808

 
18,115

Property, plant and equipment, net
28,345

 
36,353

Other noncurrent assets
6,042

 
8,016

   Total assets
$
63,697

 
$
80,990

 
 
 
 
Current liabilities
$
9,973

 
$
11,659

Noncurrent liabilities
1,428

 
7,448

  Total liabilities
$
11,401

 
$
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.

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 $2.1 million and $3.7 million for the quarters ended September 30, 2015 and 2014, respectively. Royalty expenses were $8.2 million and $11.2 million for the nine months ended September 30, 2015 and 2014, respectively.


14. OTHER INCOME (EXPENSE)

Other income consisted of the following (amounts in thousands):
 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2015
 
2014
 
2015
 
2014
Wheels India Limited equity income
515

 
1,163

 
1,375

 
2,113

Discount amortization on prepaid royalty
458

 
699

 
1,541

 
2,229

Interest income
452

 
96

 
2,016

 
736

Building rental income
253

 
229

 
751

 
660

Other income (expense)
(923
)
 
400

 
648

 
1,733

 
$
755

 
$
2,587

 
$
6,331

 
$
7,471




13



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

15. INCOME TAXES

The Company recorded income tax expense of $0.3 million and $3.2 million for the three and nine months ended September 30, 2015, respectively, as compared to a benefit from income taxes of $(5.1) million and $(15.6) million for the three and nine months ended September 30, 2014. The Company's effective income tax rate was (10%) and 25% for the nine months ended September 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 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. The Company, on a quarterly basis, analyzes its evidence including its cyclical business cycle and the generation of taxable profit in the near term, proportionate amount of long term deferred tax assets, a cumulative loss position and weights 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 certain foreign jurisdictions and continues to monitor and assess potential valuation and allowances in all its jurisdictions.

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 the tax benefit related to the incremental deduction for a prior year bond repurchase premium.


16. EARNINGS PER SHARE

Earnings per share (EPS) were as follows (amounts in thousands, except per share data):
 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
(As restated)
 
 
 
(As restated)
Net loss attributable to Titan
$
(31,476
)
 
$
(9,067
)
 
$
(24,473
)
 
$
(27,415
)
   Redemption value adjustment
(11,051
)
 
(16,330
)
 
(11,401
)
 
(18,007
)
Net loss applicable to common shareholders
$
(42,527
)
 
$
(25,397
)
 
$
(35,874
)
 
$
(45,422
)
Determination of Shares:
 
 
 
 
 
 
 
   Weighted average shares outstanding (basic and diluted)
53,707

 
53,497

 
53,685

 
53,484

Earnings per share:
 
 
 
 
 
 
 
   Basic and diluted
(0.79
)
 
(0.47
)
 
(0.67
)
 
(0.85
)

The effect of stock options/trusts has been excluded for the three and nine months ended September 30, 2015 and 2014, as the effect would have been antidilutive. The weighted average share amount excluded was 0.2 million for the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2014 the weighted average share amount excluded was 0.2 million and 0.3 million, respectively.

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



14



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

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.


15



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 nine months ended September 30, 2015 and 2014 (amounts in thousands):

Three months ended
 
Nine months ended

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

 

Agricultural
$
157,354

 
$
227,650

 
$
565,353

 
$
830,090

Earthmoving/construction
111,658

 
154,057

 
389,800

 
470,958

Consumer
39,824

 
67,872

 
131,809

 
211,202

 
$
308,836

 
$
449,579

 
$
1,086,962

 
$
1,512,250

Gross profit
 

 
 

 
 
 
 
Agricultural
$
18,437

 
$
29,196

 
$
81,700

 
$
115,689

Earthmoving/construction
5,952

 
10,854

 
29,450

 
(9,164
)
Consumer
2,247

 
4,387

 
10,143

 
12,073

Unallocated corporate
(483
)
 
(798
)
 
(1,293
)
 
(2,209
)
 
$
26,153

 
$
43,639

 
$
120,000

 
$
116,389

Income (loss) from operations
 

 
 

 
 
 
 
Agricultural
$
9,847

 
$
18,144

 
$
54,403

 
$
76,763

Earthmoving/construction
(5,526
)
 
(2,984
)
 
(7,264
)
 
(52,313
)
Consumer
(1,540
)
 
(950
)
 
(2,632
)
 
(4,324
)
Unallocated corporate
(17,243
)
 
(16,724
)
 
(50,629
)
 
(51,843
)
      Income (loss) from operations
(14,462
)
 
(2,514
)
 
(6,122
)
 
(31,717
)
 
 
 
 
 
 
 
 
Interest expense
(8,289
)
 
(8,951
)
 
(25,687
)
 
(27,136
)
Foreign exchange loss
(15,333
)
 
(13,266
)
 
(5,720
)
 
(11,299
)
Other income, net
755

 
2,587

 
6,331

 
7,471

      Loss before income taxes
$
(37,329
)
 
$
(22,144
)
 
$
(31,198
)
 
$
(62,681
)

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

 
 

Agricultural
$
452,123

 
$
508,741

Earthmoving/construction
531,417

 
591,553

Consumer
138,097

 
175,475

Unallocated corporate
215,115

 
219,955

 
$
1,336,752

 
$
1,495,724

 

16



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):
 
September 30, 2015
 
December 31, 2014
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
Contractual obligation investments
$
9,201


$
9,201


$


$

 
$
9,840

 
$
9,840

 
$

 
$

Derivative financial instruments asset
3,841

 

 
3,841

 

 
1,068

 

 
1,068

 

Preferred stock
250

 

 

 
250

 
250

 

 

 
250

Derivative financial instruments liability
(12
)
 

 
(12
)
 

 
(43
)
 

 
(43
)
 

Total
$
13,280

 
$
9,201

 
$
3,829

 
$
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 September 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 $0.7 million and $2.6 million for the three and nine months ended September 30, 2015, respectively, as compared to $1.1 million and $3.3 million for the three and nine months ended September 30, 2014. Titan had trade receivables due from these companies of approximately $0.3 million at September 30, 2015, and approximately $0.2 million at December 31, 2014.  Sales commissions paid to above companies were approximately $0.4 million and $1.5 million for the three and nine months ended September 30, 2015, respectively, as compared to $0.6 million and $1.9 million for the three and nine months ended September 30, 2014. Titan had purchases from these companies of approximately $2.5 million and $4.7 million for the three and nine months ended September 30, 2015, respectively.





17



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

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 26.1% 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 23 for additional information.

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 September 30, 2015, and December 31, 2014, respectively.


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 July 1, 2015
$
(126,361
)
 
$
(24,562
)
 
$
(150,923
)
Currency translation adjustments
(26,347
)
 

 
(26,347
)
Defined benefit pension plan entries:
 

 
 

 
 

Amortization of unrecognized losses and prior
 
 
 
 
 
  service cost, net of tax of $(289)

 
472

 
472

Balance at September 30, 2015
$
(152,708
)
 
$
(24,090
)
 
$
(176,798
)
 
 
 
 
 
 
 
Currency
Translation
Adjustments
 
Unrecognized
Losses and
Prior Service
Cost
 
 
 
Total
Balance at January 1, 2015
$
(86,571
)
 
$
(26,059
)
 
$
(112,630
)
 
 
 
 
 
 
Currency translation adjustments
(66,137
)
 

 
(66,137
)
Defined benefit pension plan entries:
 

 
 

 
 

Amortization of unrecognized losses and prior
 
 
 
 
 
  service cost, net of tax of $(1,095)

 
1,969

 
1,969

Balance at September 30, 2015
$
(152,708
)
 
$
(24,090
)
 
$
(176,798
)


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.


18



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

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

 
$
138,638

 
$
170,198

 
$

 
$
308,836

Cost of sales
196

 
123,052

 
159,435

 

 
282,683

Gross profit (loss)
(196
)
 
15,586

 
10,763

 

 
26,153

Selling, general and administrative expenses
2,118

 
17,490

 
15,904

 

 
35,512

Research and development expenses

 
854

 
2,128

 

 
2,982

Royalty expense

 
1,354

 
767

 

 
2,121

Loss from operations
(2,314
)
 
(4,112
)
 
(8,036
)
 

 
(14,462
)
Interest expense
(8,041
)
 

 
(248
)
 

 
(8,289
)
Intercompany interest income (expense)
214

 

 
(214
)
 

 

Foreign exchange gain (loss)
182

 
(1
)
 
(15,514
)
 

 
(15,333
)
Other income (expense)
(410
)
 
42

 
1,123

 

 
755

Loss before income taxes
(10,369
)
 
(4,071
)
 
(22,889
)
 

 
(37,329
)
Provision (benefit) for income taxes
3,429

 
(1,571
)
 
(1,575
)
 

 
283

Equity in earnings of subsidiaries
(23,814
)
 

 
(4,353
)
 
28,167

 

Net income (loss)
(37,612
)
 
(2,500
)
 
(25,667
)
 
28,167

 
(37,612
)
Net loss noncontrolling interests

 

 
(6,136
)
 

 
(6,136
)
Net income (loss) attributable to Titan
$
(37,612
)
 
$
(2,500
)
 
$
(19,531
)
 
$
28,167

 
$
(31,476
)


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

 
$
204,222

 
$
245,357

 
$

 
$
449,579

Cost of sales
206

 
180,643

 
225,091

 

 
405,940

Gross profit (loss)
(206
)
 
23,579

 
20,266

 

 
43,639

Selling, general and administrative expenses
2,032

 
15,364

 
21,835

 

 
39,231

Research and development expenses

 
1,024

 
2,223

 

 
3,247

Royalty expense

 
1,924

 
1,751

 

 
3,675

Income (loss) from operations
(2,238
)
 
5,267

 
(5,543
)
 

 
(2,514
)
Interest expense
(8,128
)
 

 
(823
)
 

 
(8,951
)
Intercompany interest income (expense)
1,661

 

 
(1,661
)
 

 

Foreign exchange loss
(22
)
 


 
(13,244
)
 


 
(13,266
)
Other income
832

 
1

 
1,754

 

 
2,587

Income (loss) before income taxes
(7,895
)
 
5,268

 
(19,517
)
 

 
(22,144
)
Provision (benefit) for income taxes
(5,050
)
 
2,115

 
(2,192
)
 

 
(5,127
)
Equity in earnings of subsidiaries
(14,172
)
 

 
(1,659
)
 
15,831

 

Net income (loss)
(17,017
)
 
3,153

 
(18,984
)
 
15,831

 
(17,017
)
Net loss noncontrolling interests

 

 
(7,950
)
 

 
(7,950
)
Net income (loss) attributable to Titan
$
(17,017
)
 
$
3,153

 
$
(11,034
)
 
$
15,831

 
$
(9,067
)

19



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

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

 
$
505,945

 
$
581,017

 
$

 
$
1,086,962

Cost of sales
634

 
432,331

 
533,997

 

 
966,962

Gross profit (loss)
(634
)
 
73,614

 
47,020

 

 
120,000

Selling, general and administrative expenses
7,369

 
49,626

 
52,039

 

 
109,034

Research and development expenses

 
2,659

 
6,188

 

 
8,847

Royalty expense

 
5,110

 
3,131

 

 
8,241

Income (loss) from operations
(8,003
)
 
16,219

 
(14,338
)
 

 
(6,122
)
Interest expense
(24,250
)
 
(1
)
 
(1,436
)
 

 
(25,687
)
Intercompany interest income (expense)
604

 

 
(604
)
 

 

Foreign exchange gain (loss)
3,272

 
(422
)
 
(8,570
)
 


 
(5,720
)
Other income
1,504

 
87

 
4,740

 

 
6,331

Income (loss) before income taxes
(26,873
)
 
15,883

 
(20,208
)
 

 
(31,198
)
Provision (benefit) for income taxes
31

 
5,918

 
(2,755
)
 

 
3,194

Equity in earnings of subsidiaries
(7,488
)
 

 
(981
)
 
8,469

 

Net income (loss)
(34,392
)
 
9,965

 
(18,434
)
 
8,469

 
(34,392
)
Net loss noncontrolling interests

 

 
(9,919
)
 

 
(9,919
)
Net income (loss) attributable to Titan
$
(34,392
)
 
$
9,965

 
$
(8,515
)
 
$
8,469

 
$
(24,473
)
 
 
 
 
 
 
 
 
 
 

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

 
$
712,844

 
$
799,406

 
$

 
$
1,512,250

Cost of sales
719

 
650,797

 
744,345

 

 
1,395,861

Gross profit (loss)
(719
)
 
62,047

 
55,061

 

 
116,389

Selling, general and administrative expenses
6,064

 
51,965

 
67,913

 

 
125,942

Research and development expenses
72

 
4,391

 
6,455

 

 
10,918

Royalty expense

 
5,698

 
5,548

 

 
11,246

Loss from operations
(6,855
)
 
(7
)
 
(24,855
)
 

 
(31,717
)
Interest expense
(24,645
)
 

 
(2,491
)
 

 
(27,136
)
Intercompany interest income (expense)
4,963

 

 
(4,963
)
 

 

Foreign exchange loss
(8
)
 

 
(11,291
)
 


 
(11,299
)
Other income
2,352

 
49

 
5,070

 

 
7,471

Income (loss) before income taxes
(24,193
)
 
42

 
(38,530
)
 

 
(62,681
)
Provision (benefit) for income taxes
(11,021
)
 
488

 
(5,112
)
 

 
(15,645
)
Equity in earnings of subsidiaries
(33,864
)
 

 
(20,540
)
 
54,404