twi-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the Quarterly Period Ended: March 31, 2024


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

Commission file number 1-12936

TITAN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

1525 Kautz Road, Suite 600, West Chicago, IL

(Address of principal executive offices)

36-3228472

(I.R.S. Employer Identification No.)

60185

(Zip Code)

(630) 377-0486

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.0001 par value	TWI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares of Titan International, Inc. outstanding: 72,870,714 shares of common stock, $0.0001 par value, as of April 24, 2024.

TITAN INTERNATIONAL, INC.

TABLE OF CONTENTS


		Page
Part I.	Financial Information

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	1

	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 3 1 , 202 4 and 20 23	2

	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 20 23	3

	Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 3 1 , 202 4 and 20 23	4

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

Part II.	Other Information

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

Signatures		36

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(All amounts in thousands, except per share data)


	Three months ended
	March 31,
		2024		2023

Net sales		$	482,209	$	548,644
Cost of sales		404,839		453,087

Gross profit		77,370		95,557
Selling, general and administrative expenses		39,420		34,472
Acquisition related expenses		6,196		—
Research and development expenses		3,654		3,014
Royalty expense		3,028		2,935
Income from operations		25,072		55,136
Interest expense, net		(5,492)		(6,492)

Foreign exchange loss		(275)		(1,760)
Other income		405		762
Income before income taxes		19,710		47,646
Provision for income taxes		9,736		14,216
Net income		9,974		33,430
Net income attributable to noncontrolling interests		773		1,592
Net income attributable to Titan and applicable to common shareholders		$	9,201	$	31,838

Earnings per common share:
Basic		$	0.14	$	0.51
Diluted		$	0.14	$	0.50
Average common shares and equivalents outstanding:
Basic		64,928		62,905
Diluted		65,704		63,621

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(All amounts in thousands)


	Three months ended
	March 31,
	2024		2023
Net income	$	9,974	$	33,430
Derivative gain (loss)	2		(111)
Currency translation adjustment, net	(14,368)		6,944
Pension liability adjustments, net of tax of $(12) and $11, respectively	148		(30)
Comprehensive (loss) income	(4,244)		40,233
Net comprehensive income attributable to noncontrolling interests	437		497
Comprehensive (loss) income attributable to Titan	$	(4,681)	$	39,736

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share data)


	March 31, 2024		December 31, 2023


Assets	(unaudited)
Current assets
Cash and cash equivalents	$	203,628	$	220,251

Accounts receivable, net	355,559		219,145
Inventories	504,945		365,156

Prepaid and other current assets	91,004		72,229
Total current assets	1,155,136		876,781
Property, plant and equipment, net	450,446		321,694
Operating lease assets	108,777		11,955
Goodwill	12,867		—
Intangible assets, net	17,046		1,431
Deferred income taxes	26,283		38,033
Other long-term assets	43,040		39,351
Total assets	$	1,813,595	$	1,289,245

Liabilities
Current liabilities
Short-term debt	$	18,693	$	16,913
Accounts payable	287,933		201,201
Operating leases	12,289		5,021
Other current liabilities	176,148		149,240
Total current liabilities	495,063		372,375
Long-term debt	554,440		409,178
Deferred income taxes	4,708		2,234
Operating leases	95,467		6,153
Other long-term liabilities	32,982		31,890
Total liabilities	1,182,660		821,830

Equity
Titan shareholders' equity
Common stock ($0.0001 par value, 120,000,000 shares authorized, 78,447,035 issued at March 31, 2024 and 66,525,269 at December 31, 2023)	—		—
Additional paid-in capital	735,544		569,065
Retained earnings	178,824		169,623
Treasury stock (at cost, 5,613,074 shares at March 31, 2024 and 5,809,414 shares at December 31, 2023)	(51,300)		(52,585)

Accumulated other comprehensive loss	(232,925)		(219,043)
Total Titan shareholders’ equity	630,143		467,060
Noncontrolling interests	792		355
Total equity	630,935		467,415
Total liabilities and equity	$	1,813,595	$	1,289,245

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

TITAN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

(All amounts in thousands, except share data)


	Number of common shares	Additional paid-in capital		Retained earnings		Treasury stock		Accumulated other comprehensive (loss) income		Total Titan Equity		Non-controlling interest		Total Equity
Balance January 1, 2024	60,715,855	$	569,065	$	169,623	$	(52,585)	$	(219,043)	$	467,060	$	355	$	467,415
Net income				9,201						9,201		773		9,974
Currency translation adjustment, net								(14,032)		(14,032)		(336)		(14,368)
Pension liability adjustments, net of tax								148		148				148
Derivative gain								2		2				2
Stock-based compensation	266,817	(2,388)				2,420				32				32
Issuance of treasury stock under 401(k) plan	29,523	174				267				441				441
Common stock repurchase	(100,000)					(1,402)				(1,402)				(1,402)
Common stock issuance	11,921,766	168,693								168,693				168,693
Balance March 31, 2024	72,833,961	$	735,544	$	178,824	$	(51,300)	$	(232,925)	$	630,143	$	792	$	630,935


	Number of common shares	Additional paid-in capital		Retained earnings		Treasury stock		Accumulated other comprehensive (loss) income		Total Titan Equity		Non-controlling interest		Total Equity
Balance January 1, 2023	62,843,961	$	565,546	$	90,863	$	(23,418)	$	(251,755)	$	381,236	$	1,902	$	383,138
Net income				31,838						31,838		1,592		33,430
Currency translation adjustment, net								8,039		8,039		(1,095)		6,944
Pension liability adjustments, net of tax								(30)		(30)				(30)
Derivative loss								(111)		(111)				(111)
Stock-based compensation	322,157	(1,303)				2,003				700				700
Issuance of treasury stock under 401(k) plan	28,733	250