-----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, URoX/WsBhXRxbjEmotcjfjcGW/cGy1jEgFyG4YREQ4oVNHOihcySkjCR855vumxG q/pkDdYmxKVt2v1t8x1cAA== 0001157523-04-007131.txt : 20040730 0001157523-04-007131.hdr.sgml : 20040730 20040730061521 ACCESSION NUMBER: 0001157523-04-007131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040730 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040730 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: 04940509 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 a4691881.txt TITAN INTERNATIONAL INC. ================================================================================ 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): July 30, 2004 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) ================================================================================ Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99 Press release dated July 30, 2004, reporting second quarter 2004 financial results for Titan International, Inc. Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On July 30, 2004, Titan International, Inc. issued a press release reporting its second quarter 2004 financial results. A copy of the press release is furnished herewith as Exhibit 99. 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 thereunto duly authorized. TITAN INTERNATIONAL, INC. (Registrant) Date: July 30, 2004 By: /s/ Kent W. Hackamack ----------------------------------------- Kent W. Hackamack Vice President of Finance and Treasurer (Principal Financial Officer and Principal Accounting Officer) EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99 Press release dated July 30, 2004, reporting second quarter 2004 financial results for Titan International, Inc. EX-99.1 2 a4691881ex991.txt NEWS RELEASE Exhibit 99.1 Titan International, Inc. Reports Second Quarter 2004 Earnings Increase of $.71 Per Share over Last Year's Quarter QUINCY, Ill.--(BUSINESS WIRE)--July 30, 2004--Titan International, Inc. (NYSE:TWI) reported net sales of $121.2 million for the second quarter ended June 30, 2004, an increase of 29% compared to $94.0 million pro forma (adjusted to reflect the sale of Titan Europe) for the previous year's quarter . Net sales for second quarter 2003 including Titan Europe's sales were $131.0 million. Net sales for the first half of 2004 were $288.2 million, up from $260.0 million for the first half of 2003. Titan recorded net income of $5.6 million for the second quarter and $10.9 million year-to-date 2004, up substantially from net losses of $(8.2) million for second quarter 2003 and $(14.1) million for the first six months of 2003. Diluted earnings per share was $.32 for the second quarter, compared to a loss per share of $(.39) for the same quarter of 2003, for a $.71 increase quarter-over-quarter. Year-to-date earnings per share was $.57 versus a loss per share of $(.67) in the first half of 2003. On April 7, 2004, Titan Europe Plc was admitted to trading as a separate public company on London's AIM market. A wholly-owned subsidiary of Titan is the largest stockholder in the newly public company, retaining a 30% interest. The April 2004 sale of the 70% interest of Titan Europe resulted in an offering amount of approximately $62 million. Of the net proceeds, Titan dedicated $15 million to buy back approximately 4.9 million shares of Titan International stock held by Citicorp Venture Capital, Ltd. Beginning in second quarter, Titan Europe's operating results are no longer consolidated with those of Titan International. However, Titan's 30% ownership of the new European company is recorded as an equity investment on Titan International's financial statements. "The first half of 2004 has shown solid progress for Titan and the strength of our order book is evidence of our customers' preference for Titan products," stated Maurice Taylor Jr., Titan president and CEO. "This was the right time to secure Titan's refinancing and position the company to take advantage of growth opportunities. The outlook through 2005 is positive and Titan is prepared to meet these challenges." Early in third quarter 2004, Titan secured a new $100 million revolving credit facility with agents LaSalle Bank National Association and General Electric Capital Corporation, terminating the former revolver and term loan agreements. Titan also sold 5.25% convertible senior unsecured notes due 2009 in a Rule 144A offering for $115 million principal amount. The notes are convertible into shares of Titan International's common stock at an initial conversion price of $13.50 per common share. Additionally, Titan notified the trustee to redeem the $136.8 million outstanding on Titan's 8.75% senior subordinated notes, setting a redemption date of August 26, 2004. For additional financial information and Management's Discussion and Analysis of Financial Condition and Results of Operations, see the company's Form 10-Q filed with the Securities and Exchange Commission (SEC) on July 30, 2004. 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, 2003. Titan is a supplier of mounted wheel and tire systems for off-highway equipment used in agricultural, earthmoving/construction, and consumer applications (i.e. all terrain vehicles and trailers). Titan International, Inc. Consolidated Statements of Operations (Unaudited) For the three and six months ended June 30, 2004 and 2003 Amounts in thousands except earnings per share data. Three Months Ended Six Months Ended June 30, June 30, 2004 2003 2004 2003 ---- ---- ---- ---- Net sales $121,188 $131,001 $288,164 $259,985 Cost of sales 99,872 124,930 239,555 243,519 ------- ------- ------- ------- Gross profit 21,316 6,071 48,609 16,466 Selling, general & administrative expenses 8,260 10,940 19,972 22,357 Research & development expenses 385 716 1,207 1,384 Goodwill impairment on Titan Europe 0 0 2,988 0 - - ----- - Income (loss) from operations 12,671 (5,585) 24,442 (7,275) Interest expense (4,615) (5,038) (9,765) (10,013) Equity investment income 788 0 788 0 Other income 88 2,005 134 2,483 -- ----- --- ----- Income (loss) before income taxes 8,932 (8,618) 15,599 (14,805) Provision (benefit) for income taxes 3,289 (431) 4,680 (740) ----- ---- ----- ---- Net income (loss) $5,643 $(8,187) $10,919 $(14,065) ====== ======= ======= ======== Earnings (loss) per common share: Basic $.32 $(.39) $.57 $(.67) Diluted .32 (.39) .57 (.67) Average common shares outstanding: Basic 17,379 20,913 19,288 20,852 Diluted 17,436 20,913 19,317 20,852 Segment Information Revenues from external customers (Unaudited) Amounts in thousands Three Months Ended Six Months Ended June 30, June 30, 2004 2003 2004 2003 ---- ---- ---- ---- Agricultural $79,826 $75,847 $183,132 $153,949 Earthmoving/Construction 33,662 45,138 87,051 86,182 Consumer 7,700 10,016 17,981 19,854 -------- -------- -------- -------- Total $121,188 $131,001 $288,164 $259,985 Consolidated Condensed Balance Sheets (Unaudited) Amounts in thousands June 30, Dec. 31, 2004 2003 ---- ---- Assets Current assets: Cash & cash equivalents $21,007 $6,556 Accounts receivable 66,529 83,975 Inventories 68,601 112,496 Assets held for sale 37,354 37,775 Restricted cash on deposit 15,000 0 Other current assets 38,118 46,144 ------- ------- Total current assets 246,609 286,946 Property, plant & equipment, net 79,664 138,482 Restricted cash on deposit 36,039 51,039 Investment in affiliate 27,967 0 Other noncurrent assets 29,983 46,617 ------- ------- Total assets $420,262 $523,084 ======== ======== Liabilities & stockholders' equity Current liabilities: Short-term debt (including current portion of long-term debt) $60,231 $21,161 Accounts payable 28,900 51,931 Other current liabilities 28,178 29,883 ------- ------- Total current liabilities 117,309 102,975 Other long-term liabilities 55,550 59,756 Long-term debt 147,138 248,397 Stockholders' equity 100,265 111,956 ------- ------- Total liabilities & stockholders' equity $420,262 $523,084 ======= ======= CONTACT: Titan International, Inc. Lisa Ross, 217-221-4489 -----END PRIVACY-ENHANCED MESSAGE-----