-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DlYNGkTw8Ah08OlRs8lU6/H9vHuf867nE1uDUBwKOYLGj5a7WFANQTgUq9BiV4cc h0Rcz3GGYKocD7P4qU90Rw== 0000899751-07-000022.txt : 20070228 0000899751-07-000022.hdr.sgml : 20070228 20070228075400 ACCESSION NUMBER: 0000899751-07-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070228 DATE AS OF CHANGE: 20070228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TITAN INTERNATIONAL INC CENTRAL INDEX KEY: 0000899751 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 363228472 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12936 FILM NUMBER: 07655190 BUSINESS ADDRESS: STREET 1: 2701 SPRUCE ST CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172286011 MAIL ADDRESS: STREET 1: 2701 SPRUCE ST CITY: QUINCY STATE: IL ZIP: 62301 FORMER COMPANY: FORMER CONFORMED NAME: TITAN WHEEL INTERNATIONAL INC DATE OF NAME CHANGE: 19930403 8-K 1 form8k.htm TITAN INTERNATIONAL, INC. FORM 8-K FEBRUARY 28, 2007 TITAN INTERNATIONAL, INC. FORM 8-K FEBRUARY 28, 2007

 
 
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): February 28, 2007
 
TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)

Illinois
1-12936
36-3228472
(State of Incorporation)
(Commission File Number)
(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)
 
Check the appropriate box below if the Form 8-K filling is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
INFORMATION TO BE INCLUDED IN THIS REPORT
 
Item 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
On February 28, 2007, Titan International, Inc. issued a press release reporting its fourth quarter and year-end 2006 financial results. A copy of the press release is furnished herewith as Exhibit 99.
 
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(c) Exhibits
 
99
Press release dated February 28, 2007, reporting fourth quarter and year-end 2006 financial results for Titan International, Inc.
 
 
 

 




SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
TITAN INTERNATIONAL, INC.
 
(Registrant)

Date:
February 28, 2007
By:
/s/ Kent W. Hackamack
     
Kent W. Hackamack
     
Vice President of Finance and Treasurer
     
(Principal Financial Officer)


 
 

 

EXHIBIT INDEX


Exhibit No.
Description
 
99
 
Press release dated February 28, 2007, reporting fourth quarter and year-end 2006 financial results for Titan International, Inc.
 

EX-99 2 ex99.htm PRESS RELEASE DATED FEBRUARY 28, 2007 PRESS RELEASE DATED FEBRUARY 28, 2007

 
Exhibit 99
 
TITAN REPORTS FOURTH QUARTER AND YEAR-END RESULTS
 
 
Quincy, IL. - Titan International, Inc. (NYSE: TWI)
February 28, 2007
 
Fourth quarter highlights:

·  
Titan achieved a 71 percent increase, or $69 million, in net sales in the fourth quarter of 2006. Net sales were $165.6 million, compared to $96.6 million in the fourth quarter of 2005.
 
·  
Selling, general and administrative expenses decreased to 7.1 percent of net sales in the fourth quarter of 2006 as compared to 8.3 percent in the fourth quarter of 2005.
 
·  
In December 2006, Titan completed a $200 million senior unsecured five-year bond offering due January 2012.

Statement of Chief Executive Officer:
 
“Due to a nearly 15 percent decrease in the farm market in 2006, Titan is converting approximately one-third of production at our facility in Freeport, Illinois, from farm to off-the-road (OTR) tire production,” said Titan Chairman and CEO Maurice M. Taylor. “Titan’s three tire facilities in Freeport, Des Moines, Iowa, and Bryan, Ohio, began a process of realignment this past fourth quarter, and will continue this process through the second quarter of 2007. It is Titan’s goal to produce over $200 million in OTR tires in 2007. Titan is also moving ahead with new designs for OTR tires and wheels, which we believe will change the entire industry. The farm business is starting to grow, but it will be later in the year before Titan can say how strong it will be in 2007.”

Year-to-date highlights:

·  
Year-to-date net sales increased $209.3 million, or 45 percent, to $679.5 million when compared to 2005 year-to-date net sales of $470.1 million.
 
·  
Titan expanded its product offering into larger earthmoving, mining and construction tires, with the production from Titan Tire Corporation of Bryan, which was acquired on July 31, 2006.
 
·  
Income from operations increased to $22.0 million in 2006 as compared to $12.0 million in 2005, an increase of 83 percent.
 
·  
Pretax income was $8.6 million in 2006 as compared to a $(2.9) million loss in 2005, an $11.5 million increase.

 
 

 

Financial overview:

Titan International, Inc. reported net sales of $165.6 million for fourth quarter of 2006, an increase of 71 percent compared to $96.6 million in fourth quarter 2005. Net sales for 2006 were $679.5 million, up 45 percent from $470.1 million for 2005. The higher sales level was attributed to the expanded agricultural product offering of Goodyear farm tires and earthmoving/construction products resulting from the Continental off-the-road (OTR) acquisition.

Gross profit for the fourth quarter of 2006 was $2.1 million, as compared to $6.7 million in 2005. Year-to-date gross profit was $72.8 million for 2006, as compared to $64.2 million for 2005.

Due to capacity constraints at Titan’s Bryan, Ohio, OTR facility, the company is adding OTR tire capacity at its Freeport, Illinois, and Des Moines, Iowa, facilities. Titan is aligning synergies, which includes retooling, retraining personnel and movement of equipment at the Bryan, Freeport and Des Moines facilities. This realignment decreased the company’s gross margin for the fourth quarter of 2006 as labor costs that are normally dedicated to making products were instead used for retooling, retraining and movement of equipment.

Loss from operations was $(11.6) million in the fourth quarter of 2006, as compared to $(17.3) million in fourth quarter 2005. Income from operations was $22.0 million for the year ended December 31, 2006, and $12.0 million for the year ended December 31, 2005.

Interest expense was $5.0 million in the fourth quarter of 2006 as compared to $1.9 million in the fourth quarter of 2005. Net interest expense for the year 2006 was $17.0 million compared to $8.6 million in 2005. The average 2006 debt balances were higher with the Goodyear farm asset acquisition of approximately $100 million and the Continental OTR asset acquisition of approximately $53 million.

Income tax benefit was $6.4 million and $13.9 million for the fourth quarter of 2006 and 2005, respectively. The company recorded an income tax expense of $3.4 million in 2006 as compared to an income tax benefit of $13.9 million in 2005. The 2005 benefit resulted from reversal of the company’s valuation allowance for the anticipated utilization of net operating loss carryforward in connection with its future Federal income tax filings.

Net loss for the fourth quarter was $(9.5) million, as compared to $(5.5) million in the fourth quarter of 2005. Net income for the year ended December 31, 2006 and 2005 was $5.1 million and $11.0 million respectively.

Basic and fully diluted loss per share was $(.48) for the fourth quarter of 2006 and $(.28) per share for the fourth quarter of 2005. Year-to-date 2006 basic earnings per share were $.26, compared to $.61 per share for the year-to-date 2005. Year-to-date 2006 fully diluted earnings per share were $.26, compared to $.60 per share for the year-to-date 2005.

Titan had a substantial increase in its cash balance to $33.4 million at December 31, 2006, compared to $0.6 million at year-end 2005. Accounts receivable were $73.9 million at December 31, 2006, an increase of 57 percent from the December 31, 2005, balance of $47.1 million. This increase resulted from the significant increase in sales. Titan reduced its short-term debt balance to $0.1 million from $12.0 million. Equity increased to $187.2 million from $167.8 million, an increase of $19.4 million.

 
 

 


Form 10-K:
For additional information and Management’s Discussion and Analysis of Financial Condition and Results of Operations, see the company’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2007.
 
Purchase of Bryan, Ohio, assets:

On July 31, 2006, Titan Tire Corporation of Bryan, a subsidiary of Titan International, Inc., acquired the off-the-road (OTR) tire assets of Continental Tire North America, Inc. (Continental) in Bryan, Ohio. Titan purchased the assets of Continental’s OTR tire facility for approximately $53 million in cash proceeds. The assets purchased included Continental’s OTR plant, property and equipment located in Bryan, Ohio, of approximately $41 million, inventory of approximately $11 million and other current assets of approximately $1 million. 
 
Safe harbor statement:

This press release includes forward-looking statements that involve risks and uncertainties, including risks as detailed in Titan International, Inc.’s periodic filings with the Securities and Exchange Commission, including the annual report on Form 10-K for the year ended December 31, 2006. The company cautions that any forward-looking statements included in this press release are subject to a number of risks and uncertainties and the company undertakes no obligation to publicly update or revise any forward-looking statements.

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


 
 

 

Titan International, Inc.
Consolidated Statements of Operations (Unaudited)
For the three and twelve months ended December 31, 2006 and 2005


Amounts in thousands except earnings per share data.
 
Three Months Ended
 
Twelve Months Ended
 
   
December 31,
 
December 31,
 
   
2006
 
2005
 
2006
 
2005
 
Net sales
 
$
165,563
 
$
96,583
 
$
679,454
 
$
470,133
 
Cost of sales
   
163,421
   
89,929
   
606,676
   
405,923
 
Gross profit
   
2,142
   
6,654
   
72,778
   
64,210
 
                           
Selling, general & administrative expenses
   
11,830
   
8,014
   
42,142
   
32,270
 
Royalty expense
   
1,049
   
0
   
5,001
   
0
 
Idled assets marketed for sale depreciation
   
902
   
744
   
3,624
   
4,736
 
Dyneer legal charge
   
0
   
15,205
   
0
   
15,205
 
(Loss) income from operations
   
(11,639
)
 
(17,309
)
 
22,011
   
11,999
 
                           
Interest expense
   
(5,004
)
 
(1,894
)
 
(17,001
)
 
(8,617
)
Noncash convertible debt conversion charge
   
0
   
0
   
0
   
(7,225
)
Other income (expense)
   
744
   
(265
)
 
3,564
   
958
 
(Loss) income before income taxes
   
(15,899
)
 
(19,468
)
 
8,574
   
(2,885
)
                           
(Benefit) provision for income taxes
   
(6,359
)
 
(13,927
)
 
3,430
   
(13,927
)
                           
Net (loss) income
 
$
(9,540
)
$
(5,541
)
$
5,144
 
$
11,042
 
                           
(Loss) earnings per common share:
                         
Basic
 
$
(.48
)
$
(.28
)
$
.26
 
$
.61
 
Diluted
   
(.48
)
 
(.28
)
 
.26
   
.60
 
                           
Average common shares outstanding:
                         
Basic
   
19,794
   
19,487
   
19,702
   
18,053
 
Diluted
   
19,794
   
19,487
   
20,044
   
18,284
 

Segment Information
Revenues from external customers (Unaudited)
Amounts in thousands
 
Three Months Ended
 
Twelve Months Ended
 
   
December 31,
 
December 31,
 
   
2006
 
2005
 
2006
 
2005
 
Agricultural
 
$
91,388
 
$
65,488
 
$
421,096
 
$
310,361
 
Earthmoving/Construction
   
65,868
   
25,817
   
183,357
   
131,982
 
Consumer
   
8,307
   
5,278
   
75,001
   
27,790
 
Total
 
$
165,563
 
$
96,583
 
$
679,454
 
$
470,133
 


 
 

 


Consolidated Condensed Balance Sheets (Unaudited)
Amounts in thousands
         
   
December 31,
 
December 31,
 
Assets
 
2006
 
2005
 
Current assets:
             
Cash & cash equivalents
 
$
33,412
 
$
592
 
Accounts receivable
   
73,882
   
47,112
 
Inventories
   
154,604
   
122,692
 
Deferred income taxes
   
29,234
   
20,141
 
Prepaid & other current assets
   
18,801
   
15,630
 
Total current assets
   
309,933
   
206,167
 
               
Property, plant & equipment, net
   
184,616
   
140,382
 
Idled assets marketed for sale
   
0
   
18,267
 
Investment in Titan Europe Plc
   
65,881
   
48,467
 
Goodwill
   
11,702
   
11,702
 
Other assets
   
12,994
   
15,771
 
Total assets
 
$
585,126
 
$
440,756
 
               
Liabilities & stockholders’ equity
             
Current liabilities:
             
Short-term debt (including current portion of long-term debt)
 
$
98
 
$
11,995
 
Accounts payable
   
25,884
   
24,435
 
Other current liabilities
   
36,942
   
11,753
 
Total current liabilities
   
62,924
   
48,183
 
               
Long-term debt
   
291,266
   
190,464
 
Deferred income taxes
   
27,924
   
13,581
 
Other long-term liabilities
   
15,835
   
20,715
 
Stockholders’ equity
   
187,177
   
167,813
 
Total liabilities & stockholders’ equity
 
$
585,126
 
$
440,756
 
 
 
Contact: Courtney Leeser, Communications Coordinator
(217) 221-4489
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