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$TWI - Titan International Inc. Stock Downgraded (TWI)
http://www.thestreet.com/story/12048662/1/titan-international-inc-stock-downgraded-twi.html
$TWI - Press Release: S&P Rts Titan Snr Secured Nts 'B '; Afrms 'B ' CCR; Outlk Stbl
4:50 PM ET 9/24/13 | Dow Jones
The following is a press release from Standard & Poor's:
-- Quincy, Ill.-based wheel, tire, and undercarriage products
manufacturer Titan International Inc. plans to issue $400 million of new
senior secured notes. The company plans to use the proceeds along with cash on
hand to repay $525 million of existing senior secured notes.
-- We are assigning our 'B+' issue-level rating and '3' recovery rating
to Titan's proposed new $400 million senior secured notes.
-- We are also affirming our 'B+' corporate credit rating on Titan.
-- The outlook remains stable and reflects our expectation of steady
operating performance during the next 12 months amidst mixed conditions in the
company's various business segments.
NEW YORK (Standard & Poor's) Sept. 24, 2013--Standard & Poor's Ratings
Services said today that it has assigned its 'B+' issue-level rating and '3'
recovery rating to Titan International Inc.'s proposed $400 million senior
secured notes due 2020. The recovery rating indicates our expectation for
meaningful (50%-70%) recovery for lenders in the event of a payment default.
Standard & Poor's also said that it has affirmed its 'B+' corporate credit
rating on Titan. The outlook remains stable.
The rating on Titan reflects our assessment of the company's "weak" business
risk profile and "aggressive" financial risk profile. We view Titan's
management and governance as "fair."
The outlook is stable. "We expect Titan's credit measures to continue to
modestly exceed our expectations for the rating, providing some cushion if
demand for agricultural and construction equipment declines further than we
expect," said Standard & Poor's credit analyst Svetlana Olsha.
We could raise the rating if the company appears likely to maintain or improve
its credit measures and if it adheres to a financial policy that could support
a higher rating. Specifically, we could raise the rating by one notch if
Titan's profit trends improve in 2014 and if we expect the company to maintain
leverage below 4x, taking into account the highly cyclical nature of its
operations.
We could lower the rating if a meaningful reversal in the economic recovery
erodes the company's operating performance more than we expect, or if Titan
pursues large, debt-financed acquisitions. If, in these instances, we expect
leverage could likely exceed 5x for an extended period, we could lower the
rating.
RELATED CRITERIA AND RESEARCH
-- Methodology: Management And Governance Credit Factors For Corporate
Entities And Insurers, Nov. 13, 2012
-- Methodology: Business Risk/Financial Risk Matrix Expanded, Sept. 18,
2012
-- Methodology And Assumptions: Liquidity Descriptors For Global
Corporate Issuers, Sept. 28, 2011
-- Criteria Guidelines For Recovery Ratings On Global Industrials
Issuers' Speculative-Grade Debt, Aug. 10, 2009
-- Corporate Criteria: Analytical Methodology, April 15, 2008
-- 2008 Corporate Criteria: Rating Each Issue, April 15, 2008
-- Corporate Criteria: Ratios And Adjustments, April 15, 2008
Complete ratings information is available to subscribers of RatingsDirect at
www.globalcreditportal.com and at www.spcapitaliq.com. All ratings affected by
this rating action can be found on Standard & Poor's public Web site at
www.standardandpoors.com. Use the Ratings search box located in the left
column.
Primary Credit Analyst: Svetlana Olsha, New York (1) 212-438-1467;
svetlana.olsha@standardandpoors.com
Secondary Contact: Gregoire Buet, New York (1) 212-438-4122;
gregoire.buet@standardandpoors.com
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> Dow Jones Newswires
September 24, 2013 16:50 ET (20:50 GMT)
Titan to Cut Full-Year Guidance on Aftermarket Effect
3:28 PM ET 6/7/13 | Dow Jones
By Nathalie Tadena
Titan International Inc. (TWI) said it is experiencing a "bump in the road" as original equipment manufacturers in the farm and construction industries, as well as mining companies, have dropped millions of dollars in tires into the aftermarket over the past couple of months.
The tire maker's shares fell 8.6% to $20.29 in recent trading as the company said it plans to lower the full-year guidance it gave in December, but first needs to find out approximately how much mining companies will be lowering their inventories. The stock has fallen 6.2% since the start of the year.
Chairman and Chief Executive Maurice Taylor noted that mining companies had built up inventories greater than a year and are now releasing these tires. He noted the selling price of the company's products is going down because material costs are also falling.
"The entire volume of tires will have an aftermarket effect for a few months before things get back to normal," he said. "We feel that this is a bump in the road as we have experienced this in the past."
The company also confirmed it has entered into negotiations with Cordiant about a potential investment in Russia. Titan, which said it is looking to increase its presence in Russia and the Commonwealth of Independent States, said it hopes to successfully complete these discussions in the near future.
Write to Nathalie Tadena at nathalie.tadena@dowjones.com
Subscribe to WSJ: http://online.wsj.com?mod=djnwires
> Dow Jones Newswires
June 07, 2013 15:28 ET (19:28 GMT)
Copyright (c) 2013 Dow Jones & Company, Inc.
$TWI - Titan International Announces Another Record Quarter
4:30 PM ET 4/24/13 | BusinessWire
Titan International Inc. (NYSE: TWI):
First quarter highlights:
-- Sales for first quarter 2013 were $578.4 million, up 24.9 percent, compared to $463.1 million in the first quarter of 2012.
-- Gross profit for first quarter 2013 was $96.8 million, or 16.7 percent of net sales, compared to $93.4 million in 2012, or 20.2 percent of net sales.
-- First quarter income from operations was $47.9 million, compared to $58.7 million last year.
-- Adjusted net income for the first quarter was $23.3 million, compared to $40.5 million in the first quarter of last year (see table and appendix below).
Statement of the CEO
Maurice Taylor, Chairman and CEO of Titan International states, "the first quarter of 2013 again was a good quarter with sales over $578 million and gross profit over $96.7 million. Could Titan have done even better? Yes. What was good about the quarter? We signed a new 4-year agreement with our unionized factories in Bryan, Ohio; Freeport, Illinois; and Des Moines, Iowa which are represented by the United Steel Workers. These talks have been going on since September of 2012. We believe that the increase in costs will be offset with productivity increases and we have begun to see such evidence in March 2013.
"Our gross margin has improved over the fourth quarter which we expect to continue. Titan Europe is on track with their first quarter budgeted revenue numbers which is very encouraging. Material costs have stabilized and we don't see any further cuts coming in the near term. In a period of falling raw material prices, our sales and profits are impacted.
"I appreciate there has been much speculation recently about the North American farm outlook and the same about South America, etc. I have been traveling around the world visiting Titan accounts as well as accounts who buy our competitor's products. My findings are as follows:
1. North American farm is holding at a high level. I do believe 2013 will be up or down 1% from the record farm year 2012. This should allow Titan to increase its market share and improve margins.
2. South America will increase at a minimum of 10%. Titan South America is growing our product line in tires, track, etc. We expect great progress in South America because we are building a great management team.
3. Titan will expand its European market share because of our new products in wheels, tires and track. We anticipate Titan Europe will improve in 2013 compared to fourth quarter 2012.
4. We believe that Russia and Ukraine will be a high growth opportunity for Titan over the next 10 years. Australia is still growing in mining and farming and so is Titan. We believe that sales this year will exceed $150 million in 2013 and we have the chance to do $250 million plus in 2014.
5. China and India have a lot of competitors and a lot of opportunities. Titan has been approached by a number of OEM's to have joint ventures with them for tires, wheels and tracks in these regions. Warren Buffet said Wall Street young bankers should be farmers because that is where the money will be for the next 25 years. The data below supports the levels of mechanization in select countries. Per World Development Indicators, the number of tractors per 1,000 farmers:
-- Canada 1,824
-- USA 1,586
-- France 1,406
-- Germany 1,018
-- Russia 96
-- Brazil 61
-- India 6
-- China 3
"I am very upbeat on South America and Russia. Even if crop prices would drop 25%, areas like South America and Russia have a tremendous growth in agriculture equipment and mechanization. India and China, I believe, will not grow at such a rapid pace.
"If you look at this data you notice that Canada has the most tractors per farmer with the USA, France and Germany close behind. This shows how farming is a real export business for these countries. If you look at China and India, they have a real problem in feeding their own people. Russia and Brazil will grow their agriculture business. It will take time and it will not be all new equipment. Those countries will be buying up the Canadian, USA, French and Germany used equipment as they grow their manufacturing base. Titan will benefit from this growth.
6. The expansion of Titan's mining services will be Titan's fastest growing business and I believe we can benefit from the strong production rates in the mining industry by showing the mining companies how to save money.
"Titan is staying focused on our goals and even with all the noise of the fourth quarter 2012, we have been able to reduce the percent of SG&A to sales to 7% in the first quarter 2013, within our range of 5-7%. Titan Europe is stepping up to reduce these costs in 2013."
Financial overview:
Sales: Titan recorded sales of $578.4 million for the first quarter of 2013, compared to first quarter 2012 sales of $463.1 million. The higher sales levels were primarily the result of recent acquisitions including $148.7 million at Titan Europe, as well as increased demand in the company's agricultural segment. Sales volume was consistent with the prior year.
Gross profit: For the first quarter of 2013, gross profit was $96.8 million, or 16.7 percent of net sales, compared to $93.4 million, or 20.2 percent of net sales for the first quarter of 2012. Titan Europe contributed $17.9 million, or 12 percent of net sales in 2013.
Selling, general and administrative expenses: SG&A expenses for the first quarter of 2013 were $42.4 million or 7.3 percent of net sales, compared to $30.8 million or 6.7 percent of net sales in 2012. The higher SG&A expenses were primarily the result of approximately $18 million of SG&A expenses at recently acquired facilities, partially offset by a decrease in incentive compensation of approximately $8 million.
Income from operations: For the first quarter of 2013, income from operations was $47.9 million, or 8.3 percent of net sales, compared to $58.7 million, or 12.7 percent of net sales, in 2012.
Interest expense: Interest expense was $10.4 million for the first quarter of 2013, compared to $6.3 million in 2012. The increase in interest expense for the first quarter is primarily the result of interest expense at the recently acquired Titan Europe Plc of approximately $3 million.
Convertible debt conversion charge: In the first quarter of 2013, the company closed an exchange agreement with a note holder of the convertible notes. The two parties agreed to exchange approximately $52.7 million in aggregate principal amount of the convertible notes for approximately 4.9 million shares of the company's common stock plus a cash payment totaling $14.2 million. In connection with this exchange, the company recognized a charge of $7.3 million.
Adjusted Net income: Adjusted net income for the first quarter ended March 31, 2013 was $23.3 million, compared to $40.5 million in 2012 (see Appendix below).
Earnings per share: For the first quarter of 2013, basic and diluted earnings per share were $.38 and $.30 respectively. This compared to the same period last year, basic and diluted earnings per share were $.84 and $.68 respectively. On an adjusted basis (see Appendix below), basic and fully diluted earnings per share were $.45 and $.36 respectively for the first quarter 2013 and $.96 and $.78 for 2012.
Capital expenditures: Titan's capital expenditures were $21.2 million for the first quarter of 2013 and $8.2 million for the first quarter 2012.
Depreciation and amortization: The Company's depreciation and amortization for the first quarter 2013 was $20.0 million, compared to $11.8 million in the first quarter 2012.
Debt balance: Total long term debt balance was $634.2 million at March 31, 2013 compared to $441.4 million at December 31, 2012. Titan issued an additional $325 million in 7.875 percent senior secured notes in the first quarter of 2013. Short-term debt balance was $230.7 million at March 31, 2013, and $145.8 million at December 31, 2012. Net debt (debt less cash and investments) was $356.4 million at March 31, 2013, compared to 398.1 million at December 31, 2012.
Subsequent Events:
Titan Italy Earthquake Insurance Settlement - In May of 2012, Titan Europe's wheel manufacturing facility in Finale Emilia, Italy experienced damage from an earthquake. The plant was closed for production during initial remedial work. This resulted in a limited transfer of production to other facilities within Titan Europe as well as sourcing product from facilities in the US owned by Titan and competitors. The full restoration of the facility is a lengthy project that will continue through 2014. In April 2013, Titan reached a preliminary agreement subject to final approval with the insurance companies to settle the claim for approximately $45 million net of deductible and other fees.
First Quarter Conference Call:
The Titan International Inc. earnings conference call for the first quarter that ended March 31, 2013, will be held at 9 a.m. Eastern Time on Thursday, April 25, 2013. To participate in the conference call, dial (800) 230-1951 five minutes prior to the scheduled time. International callers dial (612) 234-9959. A replay of the call will be available until May 2, 2013. To access the replay, dial (800) 475-6701, international callers dial (320) 365-3844 and enter access code 287965.
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: Titan International Inc. (NYSE: TWI), a holding company, owns subsidiaries that supply wheels, tires, assemblies and undercarriage product for off-highway equipment used in agricultural, earthmoving/construction and consumer applications. Visit our website at www.titan-intl.com for more information.
View data
Titan International, Inc.
Consolidated Condensed Statements of Operations (Unaudited)
For the three months ended March 31, 2013 and 2012
Amounts in thousands, except earnings per share data. Three Months Ended
March 31,
2013 2012
------------------ ------------------
Net sales $ 578,387 $ 463,088
Cost of sales 481,636 369,725
------- -------
Gross profit 96,751 93,363
Selling, general and administrative expenses 42,443 30,835
Research and development expenses 2,702 1,508
Royalty expense 3,723 2,349
------- -------
Income from operations 47,883 58,671
Interest expense (10,441 ) (6,295 )
Convertible debt conversion charge (7,273 ) 0
Other income 1,419 3,111
------- -------
Income before income taxes 31,588 55,487
Provision for income taxes 12,199 20,093
------- -------
Net income 19,389 35,394
Net loss attributable to noncontrolling interests (86 ) (25 )
------- ---- ------- ----
Net income attributable to Titan $ 19,475 $ 35,419
==== ======= ==== =======
Earnings per common share:
Basic $ .38 $ .84
Diluted $ .30 $ .68
Average common shares and equivalents outstanding:
Basic 51,816 42,105
Diluted 66,614 53,450
Segment Information
Revenues from external customers (Unaudited)
Amounts in thousands Three Months Ended
March 31,
2013 2012
------------------ ------------------
Agricultural $ 310,553 $ 295,805
Earthmoving/construction 209,616 104,568
Consumer 58,218 62,715
------- -------
Total $ 578,387 $ 463,088
Titan International, Inc. Consolidated Condensed Statements of Operations (Unaudited) For the three months ended March 31, 2013 and 2012 Amounts in thousands, except earnings per share data. Three Months Ended March 31, 2013 2012 ------------------ ------------------ Net sales $ 578,387 $ 463,088 Cost of sales 481,636 369,725 ------- ------- Gross profit 96,751 93,363 Selling, general and administrative expenses 42,443 30,835 Research and development expenses 2,702 1,508 Royalty expense 3,723 2,349 ------- ------- Income from operations 47,883 58,671 Interest expense (10,441 ) (6,295 ) Convertible debt conversion charge (7,273 ) 0 Other income 1,419 3,111 ------- ------- Income before income taxes 31,588 55,487 Provision for income taxes 12,199 20,093 ------- ------- Net income 19,389 35,394 Net loss attributable to noncontrolling interests (86 ) (25 ) ------- ---- ------- ---- Net income attributable to Titan $ 19,475 $ 35,419 ==== ======= ==== ======= Earnings per common share: Basic $ .38 $ .84 Diluted $ .30 $ .68 Average common shares and equivalents outstanding: Basic 51,816 42,105 Diluted 66,614 53,450 Segment Information Revenues from external customers (Unaudited) Amounts in thousands Three Months Ended March 31, 2013 2012 ------------------ ------------------ Agricultural $ 310,553 $ 295,805 Earthmoving/construction 209,616 104,568 Consumer 58,218 62,715 ------- ------- Total $ 578,387 $ 463,088
View data
Titan International, Inc.
Consolidated Condensed Balance Sheets (Unaudited)
Amounts in thousands
March 31, December 31,
Assets 2013 2012
--------------- -----------------
Current assets:
Cash and cash equivalents $ 508,447 $ 189,114
Accounts receivable 329,368 297,798
Inventories 378,367 366,385
Deferred income taxes 32,208 50,558
Prepaid and other current assets 74,867 75,140
--------- ---------
Total current assets 1,323,257 978,995
Property, plant and equipment, net 566,549 568,344
Other assets 164,543 145,768
--------- ---------
Total assets $ 2,054,349 $ 1,693,107
==== ========= ====== =========
Liabilities & Equity
Current liabilities:
Short-term debt $ 230,658 $ 145,801
Accounts payable 210,585 180,065
Other current liabilities 128,904 135,835
--------- ---------
Total current liabilities 570,147 461,701
Long-term debt 634,171 441,438
Deferred income taxes 61,071 62,259
Other long-term liabilities 100,044 107,096
Total equity 688,916 620,613
--------- ---------
Total liabilities & equity $ 2,054,349 $ 1,693,107
==== ========= ====== =========
Titan International, Inc. Consolidated Condensed Balance Sheets (Unaudited) Amounts in thousands March 31, December 31, Assets 2013 2012 --------------- ----------------- Current assets: Cash and cash equivalents $ 508,447 $ 189,114 Accounts receivable 329,368 297,798 Inventories 378,367 366,385 Deferred income taxes 32,208 50,558 Prepaid and other current assets 74,867 75,140 --------- --------- Total current assets 1,323,257 978,995 Property, plant and equipment, net 566,549 568,344 Other assets 164,543 145,768 --------- --------- Total assets $ 2,054,349 $ 1,693,107 ==== ========= ====== ========= Liabilities & Equity Current liabilities: Short-term debt $ 230,658 $ 145,801 Accounts payable 210,585 180,065 Other current liabilities 128,904 135,835 --------- --------- Total current liabilities 570,147 461,701 Long-term debt 634,171 441,438 Deferred income taxes 61,071 62,259 Other long-term liabilities 100,044 107,096 Total equity 688,916 620,613 --------- --------- Total liabilities & equity $ 2,054,349 $ 1,693,107 ==== ========= ====== =========
Appendix Titan International, Inc. Supplemental Consolidated Statement of Income Information Reconciliation of GAAP to Non-GAAP Financial Measures-Unaudited Amounts in thousands except earnings per share data
The company reports its financial results in accordance with generally accepted accounting principles in the United States (GAAP). This supplemental schedule provides adjusted non-GAAP financial information and a quantitative reconciliation of the difference between non-GAAP financial measure and the financial measure calculated and reported in accordance with GAAP.
The SEC's Regulation G applies to any public disclosure or release of material information that includes a non-GAAP financial measure. The non-GAAP financial measure should be considered supplemental to, not a substitute for, the financial measures calculated in accordance with GAAP. It has limitations in that it does not reflect all of the costs associated with the operations of our businesses as determined in accordance with GAAP. In addition, this measure may not be comparable to non-GAAP financial measures reported by other companies.
The non-GAAP financial measure of adjusted net income assists investors with analyzing our business results as well as with predicting future performance. In addition, this non-GAAP financial measure is reviewed by management in order to evaluate the financial performance of each segment as well as the company as a whole. We believe that the presentation of this non-GAAP financial measure will permit investors to assess the performance of the company on the same basis as management.
As a result, one should not consider this measure in isolation or as a substitute for our results reported under GAAP. We compensate for these limitations by analyzing results on a GAAP basis as well as a non-GAAP basis, prominently disclosing GAAP results and providing reconciliations from GAAP results to non-GAAP results.
The table below provides a reconciliation of the non-GAAP financial measures with the most directly comparable GAAP financial measures for March 31, 2013.
View data
Three Months Ended
March 31,
2013 2012
----------- -----------
Net income (loss) $ 19,475 $ 35,419
=== ====== === ======
Europe rationalization, net of tax 139 0
Convertible debt charge 3,701 0
CEO incentive compensation, net of tax 0 5,127
------ ------
Adjusted net income, excluding convertible
debt charge and CEO incentive compensation $ 23,315 $ 40,546
=== ====== === ======
Adjusted earnings per common share:
Basic $ 0.45 $ 0.96
Diluted $ 0.36 $ 0.78
Average common shares outstanding:
Basic 51,816 42,105
Diluted 66,614 53,450
Three Months Ended March 31, 2013 2012 ----------- ----------- Net income (loss) $ 19,475 $ 35,419 === ====== === ====== Europe rationalization, net of tax 139 0 Convertible debt charge 3,701 0 CEO incentive compensation, net of tax 0 5,127 ------ ------ Adjusted net income, excluding convertible debt charge and CEO incentive compensation $ 23,315 $ 40,546 === ====== === ====== Adjusted earnings per common share: Basic $ 0.45 $ 0.96 Diluted $ 0.36 $ 0.78 Average common shares outstanding: Basic 51,816 42,105 Diluted 66,614 53,450
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20130424006641r1&sid=cmtx4&distro=nx
SOURCE: Titan International Inc.
Titan International Inc.
Krista Gray, (217) 221-4773
IR/Treasury Manager
Titan International, Inc. Tire Plants Ratify New Four Year Contact
1:20 PM ET 3/18/13 | BusinessWire
Titan International, Inc. (NYSE: TWI) announces the United Steelworkers ("USW") voted to accept the new four year contract for Des Moines, IA (Local 164), Freeport, IL (Local 745) and Bryan, OH (Local 890).
"This is a good contract for Titan employees and shareholders. Bryan and Freeport have been working without a contract for the past two years," comments Maurice Taylor, CEO and Chairman of Titan International. "I believe the Steelworkers have a better understanding today on how Titan needs to use its unionized work force for the benefit of its employees as well as shareholders. Without profit, there are no jobs. This will be the last contract that I bargain with the union, and I assume the same for Jim Robinson, Director of the Steelworkers Union. Mr. Robinson started his career in a steel factory working in maintenance. While working at the steel company, he went on to become a lawyer for the union. Our views on politics are about one hundred eighty degrees apart, but when it comes to the working men and women, we share similar views. Everyone at Titan is looking to increase output, improve quality and on time delivery to our customers. We are anticipating that over the next few weeks we will be adding approximately three hundred to the workforce to increase the output of tires. The new contract gives the workforce a six percent increase spread over the four year contract. The percentage of pay increase each year varies from plant to plant but no increase in a given year is greater than two percent. Titan believes that it can offset these wage increases in better efficiency and utilization."
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, 2012. 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.
Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires, assemblies and undercarriage for off-highway equipment used in agricultural, earthmoving/construction and consumer applications.
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20130318006304r1&sid=cmtx4&distro=nx
SOURCE: Titan International, Inc.
Titan International, Inc.
Krista Gray, (217) 221-4773
Investor Relations Manager
$TWI - Titan International, Inc. Closes Private Placement of Senior Secured Notes Due 2017
Titan International, Inc. (NYSE: TWI) ("Titan" or the "Company") today announced the closing of its offering of $325,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2017 (the "Notes"). The Notes were offered by the initial purchasers only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States in compliance with Regulation S.
The Notes were issued under the indenture, dated as of October 1, 2010, pursuant to which the Company previously issued $200,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2017 (the "Existing Notes"). The Notes form a single series with the Existing Notes and will vote as one class under the indenture. However, until such time as the Notes become freely transferable under the Securities Act of 1933, as amended, the Notes will have a restricted CUSIP and will not trade together with the Existing Notes.
Titan intends to use the net proceeds from the offering to repay a portion of the existing indebtedness of certain of its indirect subsidiaries under the European credit facilities assumed as part of its acquisition of Titan Europe Plc in the fourth quarter of 2012. Titan intends to use any remaining net proceeds from the offering of the Notes for general corporate purposes, which may include financing potential future acquisitions and repayment of other existing obligations.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes. Any offers of the Notes will be made only by means of a private offering circular.
The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
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, 2012. 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.
Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires, assemblies and undercarriage for off-highway equipment used in agricultural, earthmoving/construction and consumer applications.
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20130311006256r1&sid=cmtx4&distro=nx
SOURCE: Titan International, Inc.
Titan International, Inc.
Krista Gray, (217) 221-4773
Investor Relations Manager
Titan International Announces Offer for Wheels of India
Feb 11, 2013 16:59:00 (ET)
QUINCY, Ill., Feb 11, 2013 (BUSINESS WIRE) -- Titan Europe, a subsidiary of Titan International, Inc. , currently owns approximately 37% of Wheels of India. Pursuant to the laws of India, Titan is required to make an offer to buy out the remaining outstanding non-family owned shares which is equal to 14%. Titan announces an Offer has been made to acquire these fully paid up equity shares of Wheels of India. The overall impact of the Offer is immaterial to Titan International. The Offer is scheduled to close on March 12, 2013.
Titan International, Inc., 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. For more information, visit www.titan-intl.com .
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20130211006329r1&sid=cmtx4&distro=nx
SOURCE: Titan International, Inc.
Titan International, Inc.
Krista Gray
IR & Treasury Manager
(217) 221-4773
U.S. Trade Judge Upholds Retroactive Tariffs on Chinese Goods
2:48 PM ET 1/7/13 | Dow Jones
By Brent Kendall
WASHINGTON--A U.S. trade judge ruled Monday that Congress acted constitutionally last year when it allowed retroactive tariffs on some Chinese goods imported into the U.S.
In a case involving Chinese off-road tires, U.S. Court of International Trade Judge Jane Restani upheld a law Congress passed quickly in March that gave the Commerce Department the power to levy tariffs on Chinese goods that enjoy subsidies from the Chinese government.
The legislation was a direct response to a 2011 ruling from the U.S. Court of Appeals for the Federal Circuit, which held that the Commerce Department did not have the power to impose such tariffs on nonmarket economies like China's.
Because the Federal Circuit's ruling threatened antisubsidy tariffs the department had imposed on about two dozen types of Chinese goods since 2007, Congress backdated the effective date of the law to late 2006 in order to make sure those tariffs could be saved.
GPX International Tire Corp., a defunct family-owned U.S. business, and Chinese producers challenged the legislation, arguing the backdating of the law made it retroactive and unconstitutional.
Titan International Inc. (TWI), a Quincy, Ill., maker of off-road tires, had petitioned for the U.S. tariffs and argued that Congress acted properly to protect American jobs.
The Constitution states plainly that Congress and the states can't enact ex post facto--or after the fact--laws. But the Supreme Court for more than 200 years has said that not all laws with retroactive effect are unconstitutional. The high court has been particularly deferential to retroactive laws on civil matters such as national economic policy.
Citing this deference, Judge Restani ruled the tariff law was not the type of retroactive penal legislation barred by the Constitution. She also rejected GPX's arguments that the legislation violated its right to due process under the law.
The ruling, however, was not a total win for the U.S. government. The judge said the Commerce Department's tariff calculations were not fully consistent the law and she remanded the case for the department to recalculate the appropriate rates.
Write to Brent Kendall at brent.kendall@dowjones.com
Subscribe to WSJ: http://online.wsj.com?mod=djnwires
> Dow Jones Newswires
January 07, 2013 14:48 ET (19:48 GMT)
Copyright (c) 2013 Dow Jones & Company, Inc.
Titan International, Inc. Announces Fourth Quarter Cash Dividend
9:22 AM ET 12/10/12 | BusinessWire
The Board of Directors of Titan International, Inc. (NYSE: TWI) has approved a quarterly cash dividend of $.005 (one half cent) per common share for the fourth quarter of 2012. The cash dividend is payable January 15, 2013, to stockholders of record on December 31, 2012.
Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires and assemblies, and undercarriage product for off-highway equipment used in agricultural, earthmoving/construction and consumer applications. For more information, visit www.titan-intl.com.
SOURCE: Titan International, Inc.
Titan International, Inc.
Krista Gray
Investor Relations Manager
(217) 221-4773
Titan International CEO Announces 2013 Guidance
10:44 AM ET 12/3/12 | BusinessWire
The following is a statement from Maurice Taylor, Titan International Chairman & CEO.
2012 was again record revenue, net income, gross margins, operation margins, just everything. The only negative is we could have done better and I'm the one who didn't keep a better eye on the changes taking place in Bryan.
2013 is a totally different story and a new chapter. Farm will be good in North America and our capacity expansion should increase Titan's overall market percentage. South America's farm sales should grow more than 10% and again, with our capacity expanding, we should increase our market share.
We believe Europe will be down and that is the one negative spot worldwide. Russia should be a big growth area over the next five years and is a great opportunity.
The construction market will likely continue to be in a sorry state except in Russia and Brazil, which should turn advantageous for Titan.
The earthmoving business still has life and is going to be good for Titan as long as we take care of production. The other large event will be the growth of the Titan Mining Service business with new locations in Chile, Peru, South Africa, Australia and Eastern Canada. We are very excited about building this business.
Titan will also announce some new acquisitions either before the end of the year or shortly after. It is our goal to reach a run rate of $4 to $4.5 billion before 2015. If you look at the last few years, you can see this is a very doable goal, 2010 revenue was $866 million; 2011 revenue was $1.487 billion; and 2012 revenue is going to be approximately $1.8 to $1.9 billion.
Now the goals I've set for 2013 for Titan management group is the following:
-- Revenue $2.4 to $2.7 billion
-- EBITDA $340 to $400 million
-- Cap Ex $72 million
-- R&D $11 million
This is the first time I've shown R&D. The reason is at Titan's dealer meeting in November everyone was shocked how many new tires and wheels we have coming to market and I was asked if we would announce these items ahead of time and I agreed. It is my goal not only to get to $4.5 billion before 2015, but bring new tire and wheel designs to the farming, construction and mining industries that make the equipment perform better.
On an "I told you so" moment, last year I said farm income would set a record this year. It has. I said Deere would set records. They did! I also said construction would be soft. It is.
So what is in store for 2013? Farm income will be equal to last year. Deere will beat 2012. Why? Deere's Chairman is putting in his new team. The wind is at his back and he is a real competitor. Plus his golf handicap is lower than mine and no CEO from Deere in the last 40 years has had a lower handicap than me.
I will answer questions about my goals on a conference call scheduled for Thursday, December 6, 2012 at 4:30 ET. To participate in the call, dial (800) 230-1766, International callers dial (612) 234-9959, five minutes prior to the scheduled time. A replay will also be available until December 13. To access, dial (800) 475-6701, International callers dial (320) 365-3844, and enter code 273748.
Merry Christmas, Happy Hanukah and have a very safe, healthy and happy New Year.
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, 2011. 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.
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. For more information, visit www.titan-intl.com.
SOURCE: Titan International
Titan International
Krista Gray
IR Manager
(217) 221-4773
Titan International Inc. Reports Record Q3 Revenue & Adjusted Profit
5:51 PM ET 10/24/12 | BusinessWire
Titan International Inc. (NYSE: TWI):
Third quarter summary:
-- Sales for third quarter 2012 set a record at $404.7 million, compared to $398.8 million in the third quarter of 2011.
-- Gross profit for third quarter 2012 increased 26.7 percent to $67.2 million, or 16.6 percent of net sales, compared to $53.0 million, or 13.3 percent of net sales in 2011.
-- Third quarter income from operations was $36.2 million, compared to $41.4 million last year.
-- Earnings per common basic share for the third quarter 2012 were $0.46, compared to $0.50 in 2011. Fully diluted earnings per common share for the third quarter 2012 were $0.39, compared to $0.42 in 2011. On an adjusted basis (see Appendix below), earnings per common basic share for the third quarter 2012 were $0.59 per share, compared to $0.34 in the third quarter of last year. Adjusted fully diluted earnings per share were $0.49 for the third quarter 2012, compared to $0.29 last year.
Year-to-date summary:
-- September 2012 year-to-date sales were $1,327.0 million, compared to $1,084.1 million in 2011.
-- September 2012 year-to-date gross profit increased 39.8 percent to $242.6 million from $173.6 million in 2011.
-- Income from operations increased 56.0 percent for the first nine months of 2012 to $175.8 million, compared to $112.7 million in 2011.
-- Earnings per common basic share year to date 2012 were $2.35, compared to $1.05 in 2011. Fully diluted earnings per share year to date 2012 were $1.92, compared to $0.89 in prior year. On an adjusted basis, earnings per common basic share for the nine months ended September 30, 2012 were $2.23 per share, compared to $1.37 for the same period last year. Adjusted fully diluted earnings per share year to date 2012 were $1.83 compared to $1.14 in 2011.
Statement of Chief Executive Officer:
"The most exciting news for the period is receiving shareholder acceptance to acquire Titan Europe Plc," said Chairman and CEO, Maurice Taylor. "In fact as you read this, I am in Europe, at the closing of this transaction. We will be finalizing how we will restructure the company which we will own 100 percent. The increased global footprint creates strong opportunities for the future.
"In August, we closed on the Planet Corporation Group in Perth, Australia which gives us a strong presence in that mining region and expands our growing global footprint. The opportunities for Titan in our new Titan Mining Service business are tremendous. I believe over the next 18 months this business will really grow by bringing together the mining business from the Titan Europe acquisition. Titan's current run rate is now greater than $2.5 billion revenue and growing.
"Titan's Bryan OTR (mining tire) plant was the first tire facility to implement the shop floor LX computer system. We have been working on the conversion for 18 months and spent millions on computer and training. We missed the opportunity for tens of millions in sales in the third quarter from simple human reluctance to change. Employees, from management to hourly employees, do not like change and they consistently tell you ''I can do it faster manually''. So, the training aspect of the new system is stop and go and just when you think you have made progress you are back to retraining. It seems we have consultants there constantly which is very costly. We have seen much progress and now we are hopeful that the shop floor system and the capacity expansion will be in place by the end of the year.
"The Bryan facility had strong margins in the third quarter but I am not satisfied. I have set a goal for the plant to increase production by 20 percent month over month until the end of the year, with September production being the base month. If we had produced what we were supposed to this past quarter, Titan's results would have been better than anything I ever imagined. We will solve the production problems.
"The MINExpo in Las Vegas this past September was the best I've been to in 40 years. I met with a great number of mine owners and they were displeased that we were behind on shipments. I offered the option to cancel their orders; however, no one was interested in doing so. The mines are adding orders and extending time. This is evidence that mining is running very strong for Titan," stated Taylor.
Financial overview:
Sales: Titan recorded sales of $404.7 million for the third quarter of 2012, compared to third quarter 2011 sales of $398.8 million. Year-to-date sales 2012 were $1,327.0 million, compared to $1,084.1 million in 2011, an increase of 22.4 percent. Sales volume was approximately 4 percent higher as the result of strong market conditions in agricultural and earthmoving/construction segments. Sales increased approximately 10 percent from the inclusion of recently acquired entities and approximately 12 percent from price/mix improvements which resulted largely from increased raw material prices that were passed on to customers. The increase in net sales was partially offset by unfavorable foreign currency translation which decreased sales by approximately 4 percent.
Gross profit: For the third quarter of 2012, gross profit was $67.2 million, or 16.6 percent of net sales, compared to $53.0 million, or 13.3 percent of net sales for the third quarter of 2011. Year-to-date gross profit was $242.6 million, or 18.3 percent of net sales for 2012, as compared to $173.6 million or 16.0 percent of net sales for 2011. The increase in gross profit was due to productivity gains.
Selling, general and administrative expenses: SG&A expenses for the third quarter of 2012 were $25.5 million, or 6.3 percent of net sales, compared to $8.5 million or 2.1 percent in 2011. The lower SG&A expenses in the third quarter 2011 were primarily the result of a decrease of approximately $11 million in the accrual for the CEO special performance award. Year-to-date SG&A expenses were $79.7 million, or 6.0 percent of net sales, compared to $50.4 million, or 4.7 percent of net sales in 2011. The higher SG&A expenses in the current year are due to approximately $6 million in increased sales, marketing and information technology expenses, approximately $13 million to adjust the value of the CEO special performance award, approximately $3 million for incentive compensation and approximately $4 million for acquisition related costs.
Income from operations: For the third quarter of 2012, income from operations was $36.2 million, or 8.9 percent of net sales, compared to $41.4, or 10.4 percent of net sales in 2011. Year-to-date income from operations was $175.8 million or 13.2 percent of net sales in 2012, compared to $112.7 million, or 10.4 percent of net sales in 2011.
Interest expense: Interest expense was $6.2 million for the third quarter of 2012, compared to $6.6 million in 2011. Year-to-date interest expense was $18.7 million and $19.0 million for the nine months ended September 30, 2012 and 2011, respectively.
Earnings per share: Unadjusted basic and fully diluted earnings per common share for the current quarter were $0.46 and $0.39, as compared to basic and fully diluted earnings per share of $0.50 and $0.42 respectively, in the third quarter of 2011. Year to date unadjusted basic and fully diluted earnings per common share were $2.35 and $1.92, as compared to basic and fully diluted earnings per share of $1.05 and $0.89 respectively, in 2011. Adjusted earnings per share for the third quarter 2012 were $0.59 and $0.49, basic and fully diluted respectively, compared to $0.34 and $0.29 for 2011. Adjusted earnings per share year-to-date were $2.23 and $1.83, basic and fully diluted respectively, compared to $1.37 and $1.14 in 2011.
Capital expenditures: Titan's capital expenditures were $17.3 million for the third quarter of 2012 and $7.7 million for third quarter 2011. Year-to-date expenditures were $36.3 million for 2012 and $17.9 million for 2011.
Debt balance: Total debt was $321.4 million at September 30, 2012, compared to the balance at December 31, 2011 of $329.6 million. The reduction in the debt balance represents the payoff of the term loan and the revolving line of credit in Brazil.
Equity balance: The Company's equity was $522.2 million at September 30, 2012 compared to $396.9 million at December 31, 2011.
Acquisitions:
Goodyear's Latin American Farm Tire Business- On April 1, 2011 Titan closed on the acquisition of The Goodyear Tire & Rubber Company's ("Goodyear") Latin American farm tire business for approximately $98.6 million U.S. dollars. The transaction includes Goodyear's Sao Paulo, Brazil manufacturing plant, property, equipment; inventories; a licensing agreement that allows Titan to sell Goodyear-brand farm tires in Latin America for seven years; and extends the North American license agreement for seven years.
Planet Corporation Group- Titan purchased a 56% controlling interest in Planet Corporation Group based in Perth, Australia (Planet) for $22.9 million U.S. dollars and payments of $10.5 million U.S. dollars for Planet's debt. The fair value of the consideration transferred and noncontrolling interests exceeded the fair value of the identified assets acquired less liabilities assumed. Therefore, goodwill of $14.0 million was recorded on the transaction. An initial noncontrolling interest of $26.3 million U.S. dollars was recorded at the acquisition date. The Company continues to evaluate the preliminary purchase price allocation, primarily the value of certain deferred taxes and goodwill, and may revise the purchase price allocation in future periods as these estimates are finalized.
Subsequent Event:
Titan Europe Plc Share Offer and Acceptance- On August 10, 2012, Titan announced a formal offer to Titan Europe Plc shareholders of one share of new Titan International common stock for every 11 Titan Europe Plc shares held. On October 5, 2012, Titan had received 87.2 percent acceptance of the offer including the 21.8 percent of Titan Europe Plc shares already owned. The offer was declared wholly unconditional on the October 5 date and the offer remained open until October 19, 2012. As of October 19, 2012, Titan had received valid acceptances of the offer which in aggregate with the Titan Europe Plc shares already owned, represented a 97.1 percent ownership.
On October 19, 2012, Titan International issued approximately 5.6 million shares of common stock, representing the acceptances received as of October 5, 2012, to Titan Europe Plc shareholders with a value of $107.6 million. Due to the timing of this transaction, the acquisition date fair value calculations have not been completed. The Company recorded $2.8 million of expense related to the acquisition costs through September 30, 2012 which are classified in general & administrative expenses.
Third Quarter Conference Call:
The Titan International Inc. earnings conference call for the third quarter that ended September 30, 2012, will be held at 9 a.m. Eastern Time on Thursday, October 25, 2012. To participate in the conference call, dial (800) 230-1085 five minutes prior to the scheduled time. International callers dial (612) 332-0345. A replay of the call will be available until November 1, 2012. To access the replay, dial (800) 475-6701 and enter access code 267806. International callers dial (320) 365-3844.
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: 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.
View data
Consolidated Condensed Statements of Operations (Unaudited)
Amounts in thousands, except earnings per share data. Three Months Ended Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
-------------- -------------- ---------------- ----------------
Net sales $404,719 $398,805 $1,327,040 $1,084,081
Cost of sales 337,558 345,811 1,084,430 910,481
-------- -------- ---------- ----------
Gross profit 67,161 52,994 242,610 173,600
Selling, general & administrative expenses 25,497 8,548 79,742 50,414
Research and development expenses 1,759 796 4,456 2,993
Royalty expense 3,739 2,263 8,740 7,530
Supply agreement termination income 0 0 (26,134 ) 0
-------- -------- ---------- ---- ----------
Income from operations 36,166 41,387 175,806 112,663
Interest expense (6,187 ) (6,616 ) (18,699 ) (19,045 )
Noncash convertible debt conversion charge 0 0 0 (16,135 )
Other income (expense) 2,439 (556 ) 6,163 1,907
-------- -------- ---- ---------- ----------
Income before income taxes 32,418 34,215 163,270 79,390
Provision for income taxes 13,589 12,690 64,722 35,345
-------- -------- ---------- ----------
Net income 18,829 21,525 98,548 44,045
Net income (loss) attributable to noncontrolling interests (750 ) 362 (506 ) 354
-------- ---- -------- ---------- ---- ----------
Net income attributable to Titan $19,579 $21,163 $99,054 $43,691
======== ======== ========== ==========
Earnings per common share:
Basic $.46 $.50 $2.35 $1.05
Diluted .39 .42 1.92 .89
Average common shares outstanding:
Basic 42,180 42,028 42,148 41,512
Diluted 53,326 53,061 53,315 52,970
---------------------------------------------------------- -------- -------- ---------- ----------
Consolidated Condensed Statements of Operations (Unaudited) Amounts in thousands, except earnings per share data. Three Months Ended Nine Months Ended September 30, September 30, 2012 2011 2012 2011 -------------- -------------- ---------------- ---------------- Net sales $404,719 $398,805 $1,327,040 $1,084,081 Cost of sales 337,558 345,811 1,084,430 910,481 -------- -------- ---------- ---------- Gross profit 67,161 52,994 242,610 173,600 Selling, general & administrative expenses 25,497 8,548 79,742 50,414 Research and development expenses 1,759 796 4,456 2,993 Royalty expense 3,739 2,263 8,740 7,530 Supply agreement termination income 0 0 (26,134 ) 0 -------- -------- ---------- ---- ---------- Income from operations 36,166 41,387 175,806 112,663 Interest expense (6,187 ) (6,616 ) (18,699 ) (19,045 ) Noncash convertible debt conversion charge 0 0 0 (16,135 ) Other income (expense) 2,439 (556 ) 6,163 1,907 -------- -------- ---- ---------- ---------- Income before income taxes 32,418 34,215 163,270 79,390 Provision for income taxes 13,589 12,690 64,722 35,345 -------- -------- ---------- ---------- Net income 18,829 21,525 98,548 44,045 Net income (loss) attributable to noncontrolling interests (750 ) 362 (506 ) 354 -------- ---- -------- ---------- ---- ---------- Net income attributable to Titan $19,579 $21,163 $99,054 $43,691 ======== ======== ========== ========== Earnings per common share: Basic $.46 $.50 $2.35 $1.05 Diluted .39 .42 1.92 .89 Average common shares outstanding: Basic 42,180 42,028 42,148 41,512 Diluted 53,326 53,061 53,315 52,970 ---------------------------------------------------------- -------- -------- ---------- ----------
View data
Segment Information
Revenues from external customers (Unaudited)
Amounts in thousands Three Months Ended Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
-------- -------- ---------- ----------
Agricultural $246,578 $246,456 $831,376 $713,721
Earthmoving/Construction 103,135 81,078 318,244 224,484
Consumer 55,006 71,271 177,420 145,876
-------- -------- ---------- ----------
Total $404,719 $398,805 $1,327,040 $1,084,081
------------------------ -------- -------- ---------- ----------
Segment Information Revenues from external customers (Unaudited) Amounts in thousands Three Months Ended Nine Months Ended September 30, September 30, 2012 2011 2012 2011 -------- -------- ---------- ---------- Agricultural $246,578 $246,456 $831,376 $713,721 Earthmoving/Construction 103,135 81,078 318,244 224,484 Consumer 55,006 71,271 177,420 145,876 -------- -------- ---------- ---------- Total $404,719 $398,805 $1,327,040 $1,084,081 ------------------------ -------- -------- ---------- ----------
View data
Titan International, Inc.
Consolidated Condensed Balance Sheets (Unaudited)
Amounts in thousands
September 30, December 31,
Assets 2012 2011
------------- ------------
Current assets:
Cash and cash equivalents $134,890 $129,170
Accounts receivable, net 228,375 189,527
Inventories 247,778 190,872
Deferred income taxes 32,706 26,775
Prepaid and other current assets 45,256 28,249
------------- ------------
Total current assets 689,005 564,593
Property, plant and equipment, net 336,769 334,742
Other assets 132,356 110,951
------------- ------------
Total assets $1,158,130 $1,010,286
============= ============
Liabilities & Equity
Current liabilities:
Short-term debt $ 7,517 $ 11,723
Accounts payable 106,670 76,574
Other current liabilities 81,298 87,469
------------- ------------
Total current liabilities 195,485 175,766
Long-term debt 313,897 317,881
Deferred income taxes 53,001 38,691
Other long-term liabilities 73,499 81,069
Equity 522,248 396,879
------------- ------------
Total liabilities & equity $1,158,130 $1,010,286
---------------------------------- ============= ============
Titan International, Inc. Consolidated Condensed Balance Sheets (Unaudited) Amounts in thousands September 30, December 31, Assets 2012 2011 ------------- ------------ Current assets: Cash and cash equivalents $134,890 $129,170 Accounts receivable, net 228,375 189,527 Inventories 247,778 190,872 Deferred income taxes 32,706 26,775 Prepaid and other current assets 45,256 28,249 ------------- ------------ Total current assets 689,005 564,593 Property, plant and equipment, net 336,769 334,742 Other assets 132,356 110,951 ------------- ------------ Total assets $1,158,130 $1,010,286 ============= ============ Liabilities & Equity Current liabilities: Short-term debt $ 7,517 $ 11,723 Accounts payable 106,670 76,574 Other current liabilities 81,298 87,469 ------------- ------------ Total current liabilities 195,485 175,766 Long-term debt 313,897 317,881 Deferred income taxes 53,001 38,691 Other long-term liabilities 73,499 81,069 Equity 522,248 396,879 ------------- ------------ Total liabilities & equity $1,158,130 $1,010,286 ---------------------------------- ============= ============
Titan International, Inc. Supplemental Consolidated Statement of Income Information Reconciliation of GAAP to Non-GAAP Financial Measures-Unaudited Amounts in thousands except earnings per share data
The Company reports its financial results in accordance with generally accepted accounting principles in the United States (GAAP). This supplemental schedule provides adjusted non-GAAP financial information and a quantitative reconciliation of the difference between non-GAAP financial measure and the financial measure calculated and reported in accordance with GAAP.
The SEC's Regulation G applies to any public disclosure or release of material information that includes a non-GAAP financial measure. The non-GAAP financial measure should be considered supplemental to, not a substitute for, the financial measures calculated in accordance with GAAP. It has limitations in that it does not reflect all of the costs associated with the operations of our businesses as determined in accordance with GAAP. In addition, this measure may not be comparable to non-GAAP financial measures reported by other companies.
The non-GAAP financial measure of adjusted net income assists investors with analyzing our business results as well as with predicting future performance. In addition, this non-GAAP financial measure is reviewed by management in order to evaluate the financial performance of each segment as well as the Company as a whole. We believe that the presentation of this non-GAAP financial measure will permit investors to assess the performance of the Company on the same basis as management.
As a result, one should not consider this measure in isolation or as a substitute for our results reported under GAAP. We compensate for these limitations by analyzing results on a GAAP basis as well as a non-GAAP basis, prominently disclosing GAAP results and providing reconciliations from GAAP results to non-GAAP results.
The table below provides a reconciliation of the non-GAAP financial measures with the most directly comparable GAAP financial measures for September 30, 2012.
View data
Three Months Ended Nine Months Ended
September 30 September 30
2012 2011 2012 2011
------- ------------- ------------ ------------
Net Income attributable to Titan $19,579 $21,163 $99,054 $43,691
======= ======= ======= =======
Adjustments:
---------------------------------------
Europe acquisition costs 2,790 0 2,836 0
Unrecognized tax benefit 2,360 0 4,348 0
Supply Agreement Term Income-net of tax 0 0 (17,248 ) 0
Noncash convertible debt charge 0 0 0 16,135
CEO incentive compensation-net of tax 0 (6,702 ) 5,127 (2,985 )
------- ------- ---- ------- ------- ---
Adjusted Net Income $24,729 $14,461 $94,117 $56,841
======= ======= ======= =======
Adjusted earnings per common share:
Basic $0.59 $0.34 $2.23 $1.37
Diluted $0.49 $0.29 $1.83 $1.14
Average common shares outstanding:
Basic 42,180 42,028 42,148 41,512
Diluted 53,326 53,061 53,315 52,970
Three Months Ended Nine Months Ended September 30 September 30 2012 2011 2012 2011 ------- ------------- ------------ ------------ Net Income attributable to Titan $19,579 $21,163 $99,054 $43,691 ======= ======= ======= ======= Adjustments: --------------------------------------- Europe acquisition costs 2,790 0 2,836 0 Unrecognized tax benefit 2,360 0 4,348 0 Supply Agreement Term Income-net of tax 0 0 (17,248 ) 0 Noncash convertible debt charge 0 0 0 16,135 CEO incentive compensation-net of tax 0 (6,702 ) 5,127 (2,985 ) ------- ------- ---- ------- ------- --- Adjusted Net Income $24,729 $14,461 $94,117 $56,841 ======= ======= ======= ======= Adjusted earnings per common share: Basic $0.59 $0.34 $2.23 $1.37 Diluted $0.49 $0.29 $1.83 $1.14 Average common shares outstanding: Basic 42,180 42,028 42,148 41,512 Diluted 53,326 53,061 53,315 52,970
SOURCE: Titan International, Inc.
Titan International, Inc.
Krista Gray, IR/Treasury Manager
(217) 221-4773
MARKET TALK: Jefferies Calls a Bottom on Titan International
Oct 15, 2012 11:19:25 (ET)
11:19 EDT - After falling more than 40% since early May, Jefferies upgrades Titan (TWI) to buy while reiterating its $23 price target. It says while the heavy-vehicle tire maker is facing tough market conditions in the farm and mining segments, "worries about the earnings trajectory are overdone for now." The investment bank thinks TWI should be able to shift product from machine makers to the aftermarket, and while mining markets "may be down next year, TWI continues to build its distribution and we believe that increasing penetration will help the business grow despite headwinds." Jefferies adds TWI's "improved relationship with Caterpillar (CAT) should also help offset end-market demand weakness." Shares climb 4.7% to $18.68. (robert.tita@dowjones.com)
(END) Dow Jones Newswires
October 15, 2012 11:19 ET (15:19 GMT)
Titan International Raised to Buy From Hold by Jefferies >TWI
Oct 15, 2012 07:46:49 (ET)
(END) Dow Jones Newswires
October 15, 2012 07:46 ET (11:46 GMT)
Loving the upward trajectory this chart has taken since late September. Other than the miniscule dividend everything about TWI looks good to me, from the P/E to the O/S to the 10/22 ER coming up. Looking beautiful!
If you're lurking take note, TWI will be a twenty something stock EOY IMO.
Further Details on Titan International's Offer for Titan Europe plc
Sep 17, 2012 18:19:00 (ET)
QUINCY, Ill., Sep 17, 2012 (BUSINESS WIRE) -- Titan International, Inc. (TWI, Trade ) announced the proposed issue of up to 6,240,833 new Titan International common shares (each a "Titan International Share") to Titan Europe plc ("Titan Europe) shareholders in connection with Titan International's offer ("the Offer") to acquire the entire share capital of Titan Europe (other than those shares already owned by Titan Luxembourg S.a.r.l.). Further details are provided below:
Based on the closing price on the New York Stock Exchange of a Titan International Share of US$22.03 and an exchange rate of US$1.5638 to GBP 1 on 9 August 2012 (being the latest practicable date prior to the date of publication of the Rule 2.7 Announcement), the Offer valued each ordinary share of Titan Europe ("Titan Europe Share") at approximately 128.1 pence per share and Titan Europe's fully diluted share capital at approximately GBP 118.4 million (based on the closing exchange rate of gbp 1:$1.5638 and the closing price of US$22.03 per Titan International Share on 9 August 2012). The Offer values each Titan Europe Share at approximately 113.36 pence and Titan Europe's fully diluted share capital at approximately GBP 104.8 million (based on the closing exchange rate of gbp 1:$1.6016 and the closing price of US$20.03 per Titan International Share on 13 September 2012)(based on the closing exchange rate of gbp 1:being the last practicable date before the publication of the Offer Document). This assumes that all of the 4,842,500 options under the Titan Europe Share Option Scheme are exercised or cancelled pursuant to the proposals that will be made and which are referred to in the Offer Document.
The Offer based on the 9 August 2012 information referred to above represents a premium of approximately:
- 13.3 percent to the closing price of 113 pence per Titan Europe Share on 16 July 2012 (being the last business day before the commencement of the Offer Period); and
- 2.1 percent to the Closing Price of 125.5 pence per Titan Europe Share on 9 August 2012 (being the last business day before the date of the Rule 2.7 Announcement); and
- 15.1 percent to the Closing Price of 111.25 pence per Titan Europe Share on 13 September 2012 (being the last business day before the date of the publication of the Offer Document).
The complete terms and conditions of the Offer are contained in the related Prospectus and Offer documents which have been filed by Titan International with the Securities and Exchange Commission which are also available on our website at www.titan-intl.com .
Titan International, Inc., a holding company, owns subsidiaries that primarily supply wheels, tires and assemblies for off-highway equipment used in agricultural, earthmoving/construction and consumer (including all terrain vehicles) applications. For more information, visit www.titan-intl.com .
SOURCE: Titan International, Inc.
Titan International, Inc.
Krista Gray
Investor Relations
(217) 221-4773
Titan International Files Prospectus and Offer Documents to Purchase Titan Europe plc
Sep 14, 2012 17:23:00 (ET)
QUINCY, Ill., Sep 14, 2012(BUSINESS WIRE) -- Titan International, Inc. (TWI, Trade ) announces the proposed issue of up to 6,240,833 new Titan International common shares to Titan Europe shareholders in connection with Titan International's offer ("the Offer") for Titan Europe plc. The details of the Offer are for Titan Europe shareholders to receive one new share of Titan International common stock for every 11 Titan Europe shares held. Based on the closing exchange rate of GBP 1=$1.6016 and the closing stock price of Titan International common stock of $20.03 on September 13, 2012, the Offer values each Titan Europe share at approximately 113.36pence and Titan Europe's fully diluted share capital at approximately GBP 104.8 million. The Offer represents a premium of approximately 15.1 percent to the closing price of 111.25 pence per Titan Europe share on September 13, 2012
Titan International has filed the related Prospectus and Offer documents with the Securities and Exchange Commission which are also available on our website at www.titan-intl.com .
Titan International, Inc., a holding company, owns subsidiaries that primarily supply wheels, tires and assemblies for off-highway equipment used in agricultural, earth moving/construction and consumer (including all terrain vehicles) applications. For more information, visit www.titan-intl.com .
SOURCE: Titan International, Inc.
Titan International, Inc. Krista Gray Investor Relations (217) 221-4773
Titan International, Inc. Announces Third Quarter Cash Dividend
Sep 5, 2012 09:30:01 (ET)
QUINCY, Ill., Sep 05, 2012(BUSINESS WIRE) -- The Board of Directors of Titan International, Inc. (TWI, Trade ) has approved a quarterly cash dividend of $.005 (one half cent) per common share for the third quarter of 2012. The cash dividend is payable October 15, 2012, to stockholders of record on September 28, 2012.
Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires and assemblies primarily for off-highway equipment used in agricultural, earthmoving/construction and consumer (including all terrain vehicles) applications. For more information, visit www.titan-intl.com .
SOURCE: Titan International, Inc.
Titan International, Inc. Krista Gray, (217) 221-4773 IR & Treasury Manager
Titan International Announces a Formal Offer for Titan Europe Plc
Aug 10, 2012 12:15:00 (ET)
QUINCY, Ill., Aug 10, 2012 (BUSINESS WIRE) -- Titan International, Inc. (TWI, Trade ) has made an announcement in accordance with Rule 2.7 of the Takeover Code that it has reached an agreement on the terms of a recommended share offer for the entire issued and to be issued share capital of Titan Europe Plc. As set out in the Rule 2.7 announcement, Titan Europe shareholders will be entitled to receive one new Titan International common stock for every 11 Titan Europe shares held ("the Offer"). The Offer values each Titan Europe share at approximately 128.1 pence per share and Titan Europe's fully diluted share capital at approximately GBP 112.2 million (based on the closing exchange rate of gbp 1:$1.5638 and the closing stock price of $22.03 USD per Titan International share on August 9)(based on the closing exchange rate of gbp 1:2012)(based on the closing exchange rate of gbp 1:being the last business day before the announcement).
Titan International currently owns approximately 21.7 percent of Titan Europe through its wholly owned subsidiary Titan Luxembourg S.a.r.l.
A copy of the complete Rule 2.7 announcement is available at Titan International's website at www.titan-intl.com and has been filed with both the New York Stock Exchange and the Securities and Exchange Commission.
Titan International, Inc., 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. For more information, visit www.titan-intl.com .
SOURCE: Titan International, Inc.
Titan International, Inc.
Krista Gray
Investor Relations
(217) 221-4773
Titan International Buys 56% of Planet Corp for $22.9 Million
Aug 2, 201210:04:02 (ET)
(MORE TO FOLLOW) Dow Jones Newswires (212-416-2800)
August 02, 2012 10:04ET (14:04 GMT)
Titan International Closes on Planet Group Acquisition
Aug 2, 201210:03:00 (ET)
QUINCY, Ill., Aug 02, 2012 (BUSINESS WIRE) -- Titan International, Inc. (TWI, Trade ) has closed on the purchase of Planet CorporationGroup based in Perth, Australia ("Planet"). Titan acquired 56 percent of the Corporation for $22.9 million USD and paid-off their outstanding credit facilities of $10.5 million USD at closing. Planet generated over $75 million USD in sales in the past 12 months and approximately $10 million USD of EBITDA in 2011. Planet includes National Tyres, Acme Wheel and Resource Tyre & Choice Tyre Wholesalers.
Planet is an OTR tire and wheel specialist that manufactures, distributes and services products to customers in the mining, agriculture, construction and earthmoving industries. Planet will be a subsidiary of Titan Mining Services, which was formed recently to build Titan's mining business around the globe. This transaction demonstrates Titan's initiative to grow the OTR tire and wheel business around the globe.
Titan International, Inc., 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. For more information, visit www.titan-intl.com .
SOURCE: Titan International, Inc.
Titan International, Inc. Krista Gray Investor Relations (217) 221-4773
feltl sux lol
This makes me laugh!
Titan Intl downgraded to Buy at Feltl & Co.; tgt lowered to $32.40
9:17 AM ET 7/27/12 | Briefing.com . Feltl & Co. downgrades TWI to Buy from Strong Buy and lowers their tgt to $32.40 from $37.50 saying although they believe TWI is attractively priced and has a compelling long-term outlook, they believe the current lack of visibility makes a Strong Buy rating difficult to support because they are presently unable to have full conviction on the near-term outlook.
Titan Intl misses by $0.08, misses on revs
8:40 AM ET 7/26/12 | Briefing.com Reports Q2 (Jun) earnings of $0.56 per share, $0.08 worse than the Capital IQ Consensus Estimate of $0.64; revenues rose 13.6% year/year to $459.2 mln vs the $492.05 mln consensus. The higher sales levels were the result of increased demand in the Company's agricultural and earthmoving/construction segments combined with price/mix improvements. "The second quarter was a record for Titan, but it could have been even bigger. The order books are very strong. The tire group was affected by the record heat wave and it impacted our efficiency. The Bryan plant was also affected by the equipment being added to the plant for the capacity expansion. The work has been in process since the beginning of the year and will continue through the remaining of 2012. This capacity expansion should increase our output each quarter through the first quarter of 2013."
Getting some under $19.00 is a gift!
Titan International Announces Record Second Quarter Sales, Operating Profit and Earnings Per Share
http://finance.yahoo.com/news/titan-international-announces-record-second-120000996.html
missed estimates by .08 shouldn´t harm a positive pps (?)
Titan International 2Q Net $44.1M >TWI
Jul 26, 2012 08:01:19 (ET)
(MORE TO FOLLOW) Dow Jones Newswires (212-416-2800)
July 26, 2012 08:01 ET (12:01 GMT)
Titan International Announces Record Second Quarter Sales, Operating Profit and Earnings Per Share
Jul 26, 2012 08:00:06 (ET)
QUINCY, Ill., Jul 26, 2012 (BUSINESS WIRE) -- Titan International Inc. (TWI, Trade ):
Second quarter highlights:
-- Sales for second quarter 2012 were $459.2 million up 14 percent, compared to $404.4 million in the second quarter of 2011.
-- Gross profit increased 28 percent for second quarter 2012 to $82.1million, or 17.9 percent of net sales, compared to $64.3 million in 2011, or 15.9 percent of net sales.
-- Goodyear Latin American Truck Supply agreement termination income of $26.1 million was recorded in the second quarter due to the cancellation of the current supply agreement for non-farm tire products. The Company is no longer obligated to sell the products below market prices.
-- Second quarter income from operations was $81.0 million up 82 percent, compared to $44.4 million last year.
-- Adjusted net income for the second quarter was $28.8 million, compared to $23.7 million in the second quarter of last year (see table and appendix below).
-- Adjusted earnings per share for the second quarter are $0.68 and $0.56 for basic and fully diluted respectively, compared to $0.56 and $0.46 for 2011, basic and fully diluted respectively.
Statement of Chief Executive Officer:
"The second quarter was arecord for Titan, but it could have been even bigger," announced Maurice M. Taylor, Chairman and CEO. "The order books are very strong. The tire group was affected by the record heat wave and it impacted our efficiency. The Bryan plant was also affected by the equipment being added to the plant for the capacity expansion. The work has been in process since the beginning of the year and will continue through the remaining of 2012. This capacity expansion should increase our output each quarter through the first quarter of 2013.
"Our balance sheet is in good shape with working capital equal to approximately $480 million and cash debt of $208 million, considering the $112 million convertible notes have a conversion price of $10.75. This is the hidden value of the company to our shareholders in addition to today's value of the plants and equipment."
Taylor relayed, "I have been visiting farms in North Dakota, Minnesota, Illinois, Michigan and Ohio and I believe the net income to farmers will be equal or greater than the record last year. Why? If you ask a farmer the status of their corn crop, they will tell you it is hurting. They were expecting 185 to 200 bushels per acre but they will not get that this year. They may get 145 to 150 if this heat continues with no rain. If you put the numbers to this at $5 a bushel for corn, that is $1000 per acre on yields of 200, but at $8 a bushel at 150, that's $1200 per acre. It is the same with soy beans. Those farmers with irrigation systems will be at record levels. Yes, there will be farmers who will lose their total crop, but they most likely have crop insurance.
"There have been a few announcements on acquisitions that should close in the third quarter under certain government regulations. We are not permitted to talk about the details of these acquisitions or our future projections for these entities. I believe Titan is on the correct course to strengthen this company for the shareholders and our employees. Once the governments remove the block out period, Iwill hold a conference call to provide more information and answer questions.
"The mining group is moving ahead as fast as we can, and the future is very exciting. The new employees we have hired will continue to become more effective in the tire business.
"We look forward to the second half of 2012."
Year-to date summary:
-- June 2012 year-to-date sales were $922.3 million, an increase of 35 percent, compared to $685.3 million in 2011.
-- Gross profit increased 45 percent for the six months ended June 30, 2012 to $175.4million, compared to $120.6 million in 2011.
-- Income from operations for the first six months of 2012 was $139.6 million, compared to $71.3 million in 2011.
-- Year-to-date adjusted net income was $69.3 million, compared to $42.4 million in 2011.
-- Adjusted earnings per share year-to-date are $1.65 and $1.34 for basic and fully diluted respectively, compared to $1.03 and $0.84for 2011, basic and fully diluted respectively.
Financial overview:
Sales: Titan recorded sales of $459.2million for the second quarter of 2012, comparedto second quarter 2011 sales of $404.4 million. The higher sales levels were the result of increased demand in the Company's agricultural and earthmoving/construction segments combined with price/mix improvements. Net sales for the first half of 2012 were $922.3 million, compared to $685.3million in the first half of 2011.
Gross profit: For the second quarter of 2012, gross profit was $82.1 million or 17.9 percent of net sales, compared to $64.3 million or 15.9 percent of net sales for the second quarter of 2011. The increase in gross profit was related to cost leveraging and productivity gains on the higher sales volumes and select price increases on certain products that exceeded the increase in raw materials. Year-to-date gross profit was $175.4 million, or 19 percent of net sales for 2012, as compared to $120.6 million, or 17.6 percent of net sales for 2011.
Selling, general and administrative expenses: SG&A expenses for the second quarter of 2012 were $23.4 million or 5.1 percent of net sales, compared to $16.6 million or 4.1 percent of net sales in 2011. The higher SG&A expenses were primarily the result of higher selling and marketing expenses of approximately $2 million related to increased sales levels and increased information technology expenses, and approximately $4 million for the difference in incentive compensation. Expenses for SG&A for the six months ended June 30, 2012 were $54.2 million or 5.9 percent of net sales, compared to $41.9 million or 6.1 percent in 2011.
Goodyear Latin American Truck Supply agreement termination income: In May 2012, the Company and Goodyear terminated the supply agreement between the two parties and entered into a new agreement under which Titan will sell these products directly to third party customers andpay a royalty to Goodyear. The remaining balance of the supply agreement liability of $26.1 million was recorded to income as the Company is no longer obligated to sell the products at below market prices.
Income from operations: For the second quarter of 2012, income from operations was $81.0 million, or 17.6 percent of net sales, compared to $44.4 million, or 11.0 percent of net sales, in 2011. Year-to-date income from operations was $139.6 million or 15.1 percent of net sales in 2012, compared to $71.3 million, or 10.4 percent of net sales in 2011.
Interest expense: Interest expense was $6.2 million for the second quarter of 2012, compared to $6.1 million in 2011. Year-to-date interest expense was $12.5 million in 2012, compared to $12.4 million in 2011.
Noncash convertible debt conversion charge: As a result of the exchange agreement in the second quarter of 2011 to convert approximately $59.6million of 5.625 percent convertible notes into approximately 6.6 million shares of the Company's common stock, the Company recognized a noncash charge of $16.1 million in accordance with accounting standards. The initial base conversion price of these notes is $10.75 per share of Titan common stock.
Earnings per share: For the second quarter of 2012, basic and diluted earnings per share were $1.05 and $0.84 respectively. This compared to the same period last year, basic and diluted earnings per share was $0.61 and $0.50respectively. Year-to-date 2012 basic and diluted earnings per share were $1.89 and $1.53 respectively. Year-to-date 2011 basic and diluted earnings per share were $0.55 and $0.47respectively. On an adjusted basis (see Appendix below), basic and fully diluted earnings per share were $0.68 and $0.56 respectively for the second quarter 2012 and $0.56 and $0.46 for 2011. Year-to-date adjustedearnings per share were $1.65 and $1.34, basic and fully diluted respectively, compared to $1.03 and $0.84in the prior year.
Capital expenditures: Titan's capital expenditures were $10.8 million for the second quarter of 2012and $6.7 million for the second quarter 2011. Year-to-date expenditures were $19.0 million for 2012 compared to $10.2 for 2011.
Debt balance: Total long term debt balance was $312.9 million at June 30, 2012 consisting of $200 million in 7.875 percent senior secured notes and $112.9 million in 5.625 percent convertible senior subordinated notes with aconversion price of $10.75. The long term debt balance at December 31, 2011 was $317.9 million. The short-term debt balance was $7.6 million at June 30, 2012 compared to $11.7 million at December 31, 2011.
Equity balance: The Company's equity was $477.1 million at June 30, 2012, compared to $396.9 at December 31, 2011.
Second Quarter Conference Call:
The Titan International Inc. earnings conference call for the second quarter that ended June 30, 2012, will be held at 9 a.m. Eastern Time on Thursday, July 26, 2012. To participate in the conference call, dial (800) 230-1766 five minutes prior to the scheduled time. International callers dial (612) 322-0342. A replay of the call will be available until August 9, 2012. To access the replay, dial (800) 475-6701 and enter access code 254009. International callers dial (320) 365-3844.
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: Titan International Inc. (TWI, Trade ), 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.
Amounts in thousands, except earnings per share data.
Net sales
Cost of sales
Gross profit
Selling, general & administrative expenses
Research and development expenses
Royalty expense
Supply agreement termination income
Income from operations
Interest expense
Noncash convertible debt conversion charge
Other income
Income before income taxes
Provision for income taxes
Net income
Net income (loss) attributable to noncontrolling interests
Net income attributable to Titan
Earnings per common share: Basic
Diluted
Average common shares outstanding: Basic
Diluted
----------------------------------------------------------
Segment Information Revenues from external customers (Unaudited) Amounts in thousands
Agricultural
Earthmoving/Construction
Consumer
Total
------------------------ --- ------- --- ------- --- ------- --- -------
Consolidated Condensed Balance Sheets (Unaudited) Amounts in thousands
Assets
Current assets: Cash and cash equivalents
Accounts receivable, net
Inventories
Deferred income taxes
Prepaid and other current assets
Total current assets
Property, plant and equipment, net
Other assets
Total assets
Liabilities & Equity Current liabilities: Short-term debt
Accounts payable
Other current liabilities
Total current liabilities
Long-term debt
Deferred income taxes
Other long-term liabilities
Equity
Total liabilities & equity
---------------------------------- ======= ========= ======= =========
Supplemental Consolidated Statement of Income Information Reconciliation of GAAP to Non-GAAP Financial Measures-Unaudited Amounts in thousands except earnings per share data
The Company reports its financial results in accordance with generally accepted accounting principles in the United States (GAAP). This supplemental schedule provides adjusted non-GAAP financial information and a quantitative reconciliation of the difference between non-GAAP financial measure and the financial measure calculated and reported in accordance with GAAP.
The SEC's Regulation G applies to any public disclosure or release of material information that includes a non-GAAP financial measure. The non-GAAP financial measure should be considered supplemental to, not asubstitute for, the financial measures calculated in accordance with GAAP. It has limitations in that it does not reflect all of the costs associated with the operations of our businesses as determined in accordance with GAAP. In addition, this measure may not be comparable to non-GAAP financial measures reported by other companies.
The non-GAAP financial measure of adjusted net income assists investors with analyzing our business results as well as with predicting future performance. In addition, this non-GAAP financial measure is reviewed by management in order to evaluate the financial performance of each segment as well as the Company as a whole. We believe that the presentation of this non-GAAP financial measure will permit investors to assess the performance of the Company on the same basis as management.
As a result, one should not consider this measure in isolation or as a substitute for our results reported under GAAP. We compensate for these limitations by analyzing results on a GAAP basis as well as a non-GAAP basis, prominently disclosing GAAP results and providing reconciliations from GAAP results to non-GAAP results.
The table below provides a reconciliation of the non-GAAP financial measures with the most directly comparable GAAP financial measures for June 30, 2012.
Net income attributable to Titan
Adjustments: -----------------------------------------------Supply agreement termination income, net of tax
Unrecognized tax benefit
CEO incentive compensation, net of tax
Noncash convertible debt conversion charge
Adjusted Net Income
Adjusted earnings per common share: Basic
Diluted
Average common shares outstanding: Basic
Diluted
SOURCE: Titan International Inc.
Titan International Inc. Krista Gray IR/Treasury Manager (217) 221-4773
Titan International Proposing All-Share Offer for Titan Europe PLC
Jul 26, 2012 07:00:12 (ET)
QUINCY, Ill., Jul 26, 2012 (BUSINESS WIRE) -- Titan International, Inc. (TWI, Trade ) ("Titan Inc.") announced on July 18, 2012 that it has approached the Board of Titan Europe PLC ("Titan Europe") which may or may not lead to an offer being made for the whole of the issued share capital of Titan Europe. There can be no certainty that a formal offer will be made for Titan Europe or the terms on which such an offer may be made. As a result of certain of the Directors of Titan Europe being directors of Titan Inc. an Independent Committee of the Board of Titan Europe has been formed for the purposes of considering any possible offer.
Titan Inc. is proposing an indicative all-share offer for Titan Europe of one Titan Inc. common share per 11 Titan Europe ordinary shares subject to certain conditions. Included with this press release is the amended 2.4 announcement submitted to the London Stock Exchange.
Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires and assemblies for off-highway equipment used in agricultural, earth moving/construction and consumer (including all terrain vehicles) applications. For more information, visit www.titan-intl.com .
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE"CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THECODE.
For immediate release
Titan International, Inc. ("Titan International")
Amended 2.4 announcement regarding the recent approach by Titan International to Titan Europe Plc ("Titan Europe")
The Board of Titan Europe announced on 17th July 2012 that it was in talks with Titan International, which may or may not lead to an offer being made for the whole of the issued and to be issued share capital of Titan Europe. That announcement placed Titan Europe in an offer period under the provisions of the Code (the "Offer Period").
As a result of certain of the directors of Titan Europe being directors of Titan International, an independent committee of the board of Titan Europe (the "Independent Directors") has been formed for the purposes of considering any possible offer.
PROPOSED INDICATIVE OFFER FOR TITAN EUROPE
Titan International is proposing an indicative all-share offer for Titan Europe of one Titan International common share per 11 Titan Europe ordinary shares ("Indicative Offer"). The proposed Indicative Offer would be subject to certain conditions including, inter alia, valid acceptances being received (and not, where permitted, withdrawn) in respect of such number of Titan Europe ordinary shares that Titan International and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the proposed offer or otherwise, Titan Europe Shares representing not less than 51 per cent. (or such lower percentage as Titan International may decide) in nominal value of the issued Titan Europe Shares and not less than 51 per cent. (or such lower percentage as Titan International may decide) of the voting rights carried by the issued Titan Europe shares, provided that this condition shall not be satisfied unless Titan International and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the proposed offer or otherwise, Titan Europe Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Titan Europe.
The announcement of a formal offer under Rule 2.7 of the Code will be pre-conditional upon, inter alia, satisfactory mutual due diligence and a change of control consent being obtained from Titan Europe's lending banks. The parties reserve the right to waive such conditions.
The proposed Indicative Offer would value each Titan Europe share at approximately 123.9 pence per share and the entire issued and to be issued share capital of Titan Europe at approximately GBP 115.2 million (based upon the closing price of US$21.17 per Titan International common share on 25 July 2012 (being the last practicable day before the date of this announcement) and an exchange rate of US$1.5527/GBP 1), a premium of 11.7%over the closing share price of Titan Europe on 25 July 2012 (being the last practicable day before the date of this announcement) and a premium of approximately 9.7% over the closing price of Titan Europe on 16th July 2012, the last day before the commencement of the Offer Period.
BACKGROUND TO AND REASONS FOR THE PROPOSED INDICATIVEOFFER
Titan International believes that there is compelling logic in the acquisition of Titan Europe as it will establish a truly global wheel, tyre and track industrial group servicing customers across the agricultural, construction, earthmoving and mining industries. Titan Europe is well known toTitan International, having been spun-off by Titan International onto AIM in April 2004. Titan International retaineda substantial holding in Titan Europe's share capital and, as at the date of this announcement, Titan Luxembourg S.a.r.l., awholly-owned subsidiary of Titan International, holds 18,993,821 Titan Europe Shares, representing approximately 21.67 per cent. of Titan Europe's issued share capital. The Titan International Board now believes that Titan Europe would once more benefit from being part of a larger group with astrong balance sheet which could achieve greater revenue growth and increased profitability than on astandalone basis. That does not mean, however, that the earnings from Titan Europe Shares will be greater than those for the preceding financial period.
Titan International considers Titan Europe to have a strong presence in its chosen markets witha complementary product offering, customer base and strong manufacturing capabilities that fit well with TitanInternational's stated aim of increasing its global presence to service its customers better. In particular, the Titan International Board believes the acquisition of Titan Europe presents opportunities for Titan International's tyre business in South America and Europe, and will cement the existing co-operation between Titan International Mining Services, established in 2011 to offer complete tyre, wheel and track services near large mines worldwide, and Titan Europe's own Mining Service Centres expertise.
The Titan International Board is also mindful that a number of the markets and industries in Europe in which Titan Europe operates are experiencing economic uncertainty which is likely to continue and which has the potential to impact those markets and industries. Furthermore, the Titan International Board believes that further consolidation will occur in the industries in which Titan International and Titan Europe both operate which will bring both challenges, as well as opportunities, and therefore believes that Titan Europe, as part of the enlarged Titan International Group, will be better placed to respond to these market changes.
Titan International expects that the acquisition of Titan Europe will be accretive to earnings per share and provide opportunities to drive further revenue growth and margin improvement. That does not mean, however, that the earnings from Titan International common shares will be greater thanthose for the preceding financial period.
Furthermore, by providing Titan Europe shareholders with the ability to retain an ongoing interest in Titan Europe through a shareholding in the enlarged Titan International Group, TitanInternational believes Titan Europe shareholders can both participate in the future success of the enlarged Group, as well as benefit from the enhanced liquidity offered by Titan International's publicly traded stock onthe New York Stock Exchange.
TAKEOVER CODE
As a consequence of the announcement of 17th July 2012, and in accordance with Rule 2.6(a) of the Code, Titan International must, by no later than 5.00 p.m. on 14th August 2012, being the 28th day following the commencement of the Offer Period, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as astatement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
This announcement does not amount to a firm offer announcement and, accordingly, there can be no certainty that aformal offer will be made for Titan Europe (even if the pre-conditions are satisfied or waived).
This announcement is being made with the prior agreement and approval of Titan Europe.
Titan International reserves the right to announce an offer at adifferent value from one Titan International common share per 11 Titan Europe ordinary shares in the event that (i) the independent directors of Titan Europe agree an offer at a different value; or (ii) a third party announces a firm intention to make an offer for Titan Europe. If (i) the issued and to be issued share capital of Titan Europe comprises a greater number of shares than 92,912,155; or (ii) Titan Europe declares or pays a dividend or other distribution to its shareholders the ratio under the Indicative Offer will be adjusted accordingly.
A further announcement will be made in due course, as appropriate.
SOURCE: Titan International, Inc.
Titan International, Inc. Krista Gray Investor Relations (217) 221-4773
~ Wednesday! $TWI ~ Earnings posted, pending or coming soon! In Charts and Links Below!
~ $TWI ~ Earnings expected on Wednesday *
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Titan International, Inc. (Titan), through its subsidiaries, is engaged in the manufacturing of wheels and tires. Titan produces a range of specialty products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction and consumer markets. Titan’s earthmoving/ construction market includes wheels and tires supplied to the mining industry, while the consumer market includes products for all-terrain vehicles (ATVs) and recreational/utility trailers. The Company’s customers include AGCO Corporation, Caterpillar Inc., CNH Global N.V., Deere & Company and Kubota Corporation. In July 2011, the Company incorporated a wholly owned subsidiary Titan Mining Services. During the year ended December 31, 2010, the Company’s agricultural market sales represented 76% of net sales and the consumer market represented 2% of net sales. In November 2011, the Company acquired Goodyear’s Union City closed tire plant.
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Titan International, the leader of both Titan and Goodyear Farm Tire brands, offers a full line of wheels, tires and undercarriage products for a wide variety of off-the-road equipment. With a network of dealers all over the world, Titan is a global brand that original equipment manufacturers and operators can count on for durable products and quality service.
Titan’s core business is to provide high-quality wheels and tires to the agricultural community. Our customers include top OEMs like John Deere, Case New Holland, Kubota and AGCO, as well as individual farmers who purchase Titan and Goodyear Farm tires through local independent dealers. Characterized by quality craftsmanship, unique tread designs and excellent durability, Titan is leading the way in agriculture. No other tire company focuses on agriculture, and no one does it better than Titan with the largest dealer network and selection of tires and wheels in the industry.
Titan has a strong presence in the construction industry. Well-suited for many applications, including excavating, trenching and road grading, Titan industrial wheels and tires are designed for loader/backhoes, excavators, wheel loaders, cranes, skid steers and forklifts. Heavy duty ply ratings and extra wide lugs make Titan tires extremely durable. Designed for versatility and engineered for performance, Titan tires are resistant to punctures, tears and cracks while providing excellent traction and stability in mud, clay, gravel and challenging terrain.
It is important to use the right tire for the job, and Titan manufactures tire lines suited specifically to industrial and construction applications. Designs include Goodyear IT510, IT520, IT525, IT530, Laborer and Sure Grip Lug, and Titan Contractor, Contractor FWD and Industrial Tractor Lug. For more information, see Titan's construction brochures.
In the forestry industry, tires play a substantial role in a logging company’s efficiency and production. As loggers work in a challenging environment every day, they need tires that are durable and perform at the highest standard. Titan recognizes the harsh conditions of the forest and that’s why logging companies have come to rely on Titan’s Goodyear Logger Lug III.
With the new Logger Lug III you get the best of the best: a high-quality, high-performing forestry tire of ultra durability— backed by the experience, expertise and joined strength of three legendary names in tire manufacturing: Goodyear Farm Tires, General and Continental, all companies Titan acquired. The Logger Lug III's steel belt construction and specialized rubber compound make it tough. The lug angles permit easy cleaning and give the ideal balance between traction and cut resistance. Find out more about our forestry tires in the Logger Lug III brochure.
Titan Tire entered the mining market in February 2008 with the production of its first giant radial off-the-road tire. In 2010, Titan introduced its second generation 007 MFT mining tire product line, offering enhanced durability, a more aggressive tread pattern, improved heat dissipation and the ability to carry a larger payload. Click here for a list of sizes and specifications.
To complement Titan's giant tire line, Titan Wheel offers the Superduty Titan Machine Taper (STMT 63) and Accelerated Change Technology (ACT 63) wheel assemblies. These assemblies weigh less than competitors, allowing more payload capacity per haul truck. The ACT allows tires to be changed or rotated without the need to dismount the wheels. This system can save mining contractors nearly 50 percent of the time previously spent changing tires. See complete STMT 63 and ACT 63 design features in this brochure.
Titan is the only company with the ability to design, test and produce both wheels and tires for the mining market. Because of this unique ability, Titan has created Titan Mining Services (TMS) to offer complete tire, wheel and track services to end users near large mines. The company's first location is in Fort MacKay, Alberta, Canada. Titan chose the oil sands to begin these services because of the great amount of equipment used in the region. Titan is partnering with Saskatoon Wholesale Tire Ltd. who has been in the area for a number of years and also represents Titan Tire. As the company grows, Titan will plant the TMS locations around the world.
Titan wheel and tire assemblies have long been appreciated by top landscape designers and lawn care professionals. Offering puncture resistant tread patterns, low wear rates, and features for high maneuverability and less ground disturbance, Titan lawn and garden tires are unmatched in performance and value.
Titan's ATV product line is popular with both professional racers and outdoorsmen who appreciate the sure traction and puncture resistance of Titan tires. A large selection of sizes and tread patterns ensures the right fit for your application and terrain. With universal features like high stability, superior shock absorption and excellent maneuverability, each tire is solidly constructed for high performance and lasting wear. Sold to Polaris and Arctic Cat as original equipment, Titan ATV tires can be found crossing farm fields and finish lines from coast to coast.
The company also offers brakes and actuators for marine, recreational and utility trailers. To learn more about Titan's history in the trailer components market, visit our Trailer Components page.
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