-----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, QmP5ve58BeLmHJFDea4+14MZNbco1yGvUg7nt+XJWSGu/e3pLBnFYVwGgGFc3oWt mbze64gbnUqqI7hqREwTpA== 0000899751-10-000007.txt : 20100225 0000899751-10-000007.hdr.sgml : 20100225 20100225060343 ACCESSION NUMBER: 0000899751-10-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100225 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100225 DATE AS OF CHANGE: 20100225 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: 10631461 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 25, 2010 form8k.htm  

 
 
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 25, 2010
 
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 25, 2010, Titan International, Inc. issued a press release reporting its fourth quarter and year-end 2009 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 25, 2010, reporting fourth quarter and year-end 2009 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 25, 2010
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 25, 2010, reporting fourth quarter and year-end 2009 financial results for Titan International, Inc.
 
EX-99 2 ex99.htm PRESS RELEASE DATED FEBRUARY 25, 2010 ex99.htm  

 
Exhibit 99
 


Titan International Inc. Announces Fourth Quarter and Year-End Results
 

Quincy, IL. - Titan International, Inc. (NYSE: TWI)
February 25, 2010
 
Fourth quarter summary:
 
·  
Sales for fourth quarter 2009 were $146.5 million, as compared to $258.6 million in the fourth quarter of 2008.
 
·  
Fourth quarter loss from operations was $(30.1) million, which included an $11.7 million noncash goodwill charge, compared to income from operations of $11.5 million for last year’s fourth quarter.
 
·  
Net loss for the fourth quarter was $(26.5) million, compared to $(18.4) million for fourth quarter 2008.
 
·  
Cash at December 31, 2009, was $229.2 million, an improvement of $183.8 million from the $45.4 million balance at September 30, 2009.
 
·  
Inventory at December 31, 2009, was $110.1 million, a reduction of $14.7 million from the $124.8 million balance at September 30, 2009.
 
Year-to-date summary:
 
·  
Year-to-date sales for 2009 were $727.6 million, as compared to $1,036.7 million in 2008.
 
·  
Loss from operations in 2009 was $(18.9) million, which included an $11.7 million noncash goodwill charge, compared to income from operations of $73.3 million in 2008.
 
·  
Net loss for year-end 2009 was $(24.6) million, compared to net income of $13.3 million in 2008.
 
·  
Cash at December 31, 2009, was $229.2 million, an improvement of $167.5 million from the $61.7 million balance at December 31, 2008.
 
·  
Inventory at December 31, 2009, was $110.1 million, a reduction of $37.2 million from the $147.3 million balance at December 31, 2008.
 
Statement of Chief Executive Officer:
 
“2009 was an interesting year for Titan,” said Maurice M. Taylor Jr., Chairman and CEO. “The year started fairly well with large farm running strong, but as the year moved on, construction was dead and mining used up a lot of its wheel and tire inventory.

“Titan did have some very good things happen in 2009. We developed newer, improved giant mining tires that are running 35 to 40 degrees lower in temperature than first generation tires. Titan removed 1,500 pounds from the first generation model, and with new rubber compounds, developed a tire that can run as fast at 40 mph. The first generation tire performed well, but at lower speeds,” said Taylor.

“Titan also completed a $172.5 million convertible senior subordinated note offering in December 2009. These seven-year convertible notes give Titan financial flexibility and liquidity for the coming years.

 
 

 

“The operation numbers for the second half of the year were disappointing. There is no question that large tire factories need much more flexibility, and this will be addressed in November 2010 with our union workforce. I am happy to see 2009 come to a close. There is no question in my mind that 2010 will be a better year. My reasoning:

·  
Large farm tires and wheels still have fair sales volume. They are not 2008 crazy, but they are good.
·  
Construction tires should be up because there is no inventory. That is good news because this industry was down 85 percent in 2009. I think it will still be down 65 percent from 2007, but up from last year.
·  
Mining is running good. There is no shortage of tires, but the market is good and pricing is fair. Titan has increased its product offering and is coming out with a new line of radial loader tires that we feel will help every mining company lower their cost.
·  
Titan will test its first new 73.5-inch super giant tire this spring, and if the test is successful, Titan anticipates putting its first tires in the field during third quarter of 2010.

“My final comment is on future acquisitions in the tire and wheel business. Titan has been in discussions with various competitors and these discussions will continue, but we will only finalize any transaction if it makes sense business-wise and financially. In short, we are not going to roll the dice,” said Taylor.

Financial overview:

Sales: Titan International Inc. recorded net sales of $146.5 million for fourth quarter of 2009, as compared to fourth quarter 2008 sales of $258.6 million. For the year, net sales for 2009 were $727.6 million, as compared to $1,036.7 million at year-end 2008. The significantly lower sales levels were primarily the result of reduced demand for the company’s products in all segments, a consequence of the worldwide recession and global economic crisis.

Many of Titan’s major customers implemented extended shutdowns during the second half of 2009, and Titan in turn extended shutdowns at its production facilities to manage the lower demand. These items had a negative impact on Titan’s annual 2009 sales for the agricultural market, down approximately 23 percent, earthmoving/construction market, down approximately 49 percent, and consumer market, down approximately 24 percent, when compared to the previous year.

Gross profit: Gross loss for fourth quarter 2009 was $(0.8) million, or (0.6) percent of net sales, as compared to gross profit of $28.0 million, or 10.8 percent of net sales, in 2008. Gross profit for the year of 2009 was $56.0 million, or 7.7 percent of net sales, as compared to $139.7 million, or 13.5 percent of net sales, for 2008. Titan’s extended shutdowns in conjunction with lower production levels when operating drastically reduced the company’s manufacturing efficiencies. These lower efficiencies resulted in gross profit and percentage of net sales reductions.

Selling, general and administrative expenses: SG&A expenses for the fourth quarter of 2009 were $12.3 million, as compared to $12.8 million at the same time in 2008. For the year, SG&A was $46.7 million, a reduction of approximately $7 million as compared to $53.7 million for the year ended December 31, 2008.

Noncash goodwill impairment charge: In the fourth quarter of 2009, Titan recorded a noncash goodwill impairment charge of $11.7 million on both a pre-tax and after-tax basis. The company has no goodwill at December 31, 2009.

Income from operations: Loss from operations was $(30.1) million in the fourth quarter of 2009, as compared to income from operations of $11.5 million in fourth quarter 2008. Loss from operations was $(18.9) million for the year ended December 31, 2009, compared to income from operations of $73.3 million for the year ended December 31, 2008.

Net income: Net loss was $(26.5) million for the fourth quarter of 2009, as compared to $(18.4) million in fourth quarter 2008. Year-to-date 2009, net loss was $(24.6) million, as compared to net income of $13.3 million in 2008.

Cash balance: Cash at December 31, 2009, was $229.2 million, an improvement of $167.5 million from the $61.7 million balance at December 31, 2008.

 
 

 
 
Inventory: Inventory at December 31, 2009, was $110.1 million, a reduction of $37.2 million from the $147.3 million balance at December 31, 2008.
 
Capital expenditures: Titan’s capital expenditures for 2009 were $39.5 million, which included approximately $23 million of expenditures related to the Giant OTR Project. Capital expenditures for 2008 were $80 million, which included approximately $60 million related to the Giant OTR Project.
 
Depreciation and amortization: The company’s depreciation and amortization at December 31, 2009, was $34.3 million, compared to $30.4 million for year-ended December 31, 2008.
 
Net debt (debt less cash):  Net debt at December 31, 2009, was $137.1 million, a reduction of $26.2 million from the year-end 2008 balance of $163.3 million.
 
Convertible Senior Notes Due 2017

On December 21, 2009, the company closed its offering of $172.5 million principal amount of 5.625% Convertible Senior Subordinated Notes due 2017 (the “Notes”), which included the exercise in full of the initial purchasers’ option to purchase $22.5 million principal amount of additional Notes to cover over-allotments. The Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended and to other investors pursuant to another applicable exemption from registration.

Titan received net proceeds from the offering of approximately $166 million after deducting initial purchasers’ discounts and estimated offering expenses. Titan intends to use the proceeds from the offering for general corporate purposes, including financing potential future acquisitions and repayment of existing debt obligations.

SUBSEQUENT EVENTS:

Special Meeting of Stockholders (Definitive proxy filed January 29, 2010)
 
A Special Meeting of Stockholders (the “Special Meeting”) of Titan International, Inc. is to be held on March 4, 2010, at 10:00 a.m. Central Time, at the Holiday Inn, 4821 Oak Street, Quincy, IL 62305, to consider and act upon the following matters:
 
1)  
To approve an amendment to the company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 60,000,000 shares to 120,000,000 shares; and
 
2)  
To transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof.
 
The company’s board of directors has fixed the “record date” to be the close of business on January 15, 2010. Only those stockholders whose names appear of record at the company’s close of business on January 15, 2010, as holders of record of the company common stock, are entitled to receive notice of and to vote at the Special Meeting or any adjournments thereof.

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. 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) applications.

 
 

 

Titan International, Inc.
Consolidated Statements of Operations (Unaudited)
For the three and twelve months ended December 31, 2009 and 2008

 
Amounts in thousands except earnings per share data.
 
Three Months Ended
   
Twelve Months Ended
 
   
December 31,
   
December 31,
 
   
2009
   
2008
   
2009
   
2008
 
Net sales
  $ 146,516     $ 258,598     $ 727,599     $ 1,036,700  
Cost of sales
    147,330       230,597       671,634       896,986  
Gross profit (loss)
    (814 )     28,001       55,965       139,714  
                                 
Selling, general and administrative expenses
    12,325       12,781       46,734       53,661  
Research and development expenses
    3,834       1,215       8,850       3,490  
Royalty expense
    1,450       2,456       7,573       9,242  
Noncash goodwill impairment charge
    11,702       0       11,702       0  
Income (loss) from operations
    (30,125 )     11,549       (18,894 )     73,321  
                                 
Interest expense
    (4,427 )     (3,696 )     (16,246 )     (15,122 )
Noncash Titan Europe Plc charge
    0       (37,698 )     0       (37,698 )
Other income (expense)
    438       (50 )     3,138       2,509  
Income (loss) before income taxes
    (34,114 )     (29,895 )     (32,002 )     23,010  
                                 
Provision (benefit) for income taxes
    (7,631 )     (11,489 )     (7,357 )     9,673  
                                 
Net income (loss)
  $ (26,483 )   $ (18,406 )   $ (24,645 )   $ 13,337  
                                 
Earnings (loss) per common share:
                               
Basic
  $ (.76 )   $ (.53 )   $ (.71 )   $ .39  
Diluted
    (.76 )     (.53 )     (.71 )     .38  
                                 
Average common shares outstanding:
                               
Basic
    34,755       34,519       34,708       34,410  
Diluted
    34,755       34,958       34,708       34,838  


Segment Information
 Revenues from external customers (Unaudited)
Amounts in thousands
 
Three Months Ended
   
Twelve Months Ended
 
   
December 31,
   
December 31,
 
   
2009
   
2008
   
2009
   
2008
 
Agricultural
  $ 110,430     $ 191,632     $ 563,528     $ 729,895  
Earthmoving/Construction
    31,504       59,417       144,589       281,008  
Consumer
    4,582       7,549       19,482       25,797  
Total
  $ 146,516     $ 258,598     $ 727,599     $ 1,036,700  


 
 

 


Consolidated Condensed Balance Sheets (Unaudited)
Amounts in thousands
           
   
December 31,
   
December 31,
 
Assets
 
2009
   
2008
 
Current assets:
           
Cash & cash equivalents
  $ 229,182     $ 61,658  
Accounts receivable
    67,513       126,531  
Inventories
    110,136       147,306  
Deferred income taxes
    11,108       12,042  
Prepaid & other current assets
    27,277       21,662  
Total current assets
    445,216       369,199  
                 
Property, plant & equipment, net
    254,461       248,442  
Goodwill
    0       11,702  
Deferred income taxes
    7,253       7,256  
Other assets
    29,533       18,183  
Total assets
  $ 736,463     $ 654,782  
                 
Liabilities & stockholders’ equity
               
Current liabilities:
               
Short-term debt
  $ 0     $ 25,000  
Accounts payable
    24,246       65,547  
Other current liabilities
    45,826       46,088  
Total current liabilities
    70,072       136,635  
                 
Long-term debt
    366,300       200,000  
Other long-term liabilities
    38,138       38,959  
Stockholders’ equity
    261,953       279,188  
Total liabilities & stockholders’ equity
  $ 736,463     $ 654,782  


Titan International Inc. fourth quarter and year-end conference call:

The Titan International Inc. earnings conference call for the fourth quarter and year ended December 31, 2009, is currently scheduled to be held at 9 a.m. Eastern Time on Thursday, February 25, 2010.

To participate in the conference call, dial (800) 230-1085 five minutes prior to the scheduled time. International callers dial (612) 234-9960.

A replay of the call will be available until March 4, 2010. To access the replay, dial (800) 475-6701 and enter access code 145659. International callers dial (320) 365-3844.

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