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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): October 30, 2024

TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)

Delaware1-1293636-3228472
(State of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

1525 Kautz Road, Suite 600, West Chicago, IL  60185
(Address of principal executive offices) (Zip Code)

(630) 377-0486
(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol		Name of each exchange on which registered
Common stock, $0.0001 par valueTWINew York Stock Exchange



Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 30, 2024, Titan International, Inc. issued a press release reporting its third quarter 2024 financial results. A copy of the press release is furnished herewith as Exhibit 99.


Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits





SIGNATURE


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




TITAN INTERNATIONAL, INC.
(Registrant)

Date:October 30, 2024
By:
/s/ DAVID A. MARTIN
David A. Martin
SVP and Chief Financial Officer
(Principal Financial Officer)







titancolora28.jpg    

FOR IMMEDIATE RELEASE
Wednesday, October 30, 2024
                                    


Titan International, Inc. Reports Third Quarter Financial Performance

Delivers Results Reflective of Industry Conditions, with strong Free Cash Flow of $42 Million and Adjusted EBITDA of $20 Million

Recent Interest Rate Decreases and Expected Clarity on Trade Policy Should Support Improving Conditions in 2025

WEST CHICAGO, ILLINOIS, October 30, 2024 - Titan International, Inc. (NYSE: TWI) (“Titan” or the “Company”), a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products, today reported financial results for the third quarter ended September 30, 2024.

Paul Reitz, President and Chief Executive Officer stated, “I have been spending a lot of time with customers in recent months, and it is clear that Titan’s position as a valued partner centers on the innovative nature of the products we have developed and continue to develop. The Low-Side Wall (“LSW”) wheel/tire assemblies continue to capture attention in the marketplace and I recently heard that directly from some very large farmers. They raved about the field performance, reduced soil compaction and highlighted fuel savings, according to their records, that far exceeds the 10 to 15% savings that Titan has stated. All of their major equipment on a 25,000 acre farm is using LSWs. This visit made it clear that we have proven that LSW provides improved economics and field performance for the farmer.”

Mr. Reitz continued, “We are also working on tooling up to add the deep drop wheel to our LSW tires, which will improve field performance even further. The bottom-line is that I see a big opportunity ahead of us to educate more end-users that LSW is not just for combines and the largest tractors - the technology also works better on almost every piece of equipment, including mid-size tractors. That market size is easily another 25,000 new tractors produced annually, so tapping into a fraction of that would move the needle in our sales and EBITDA. There is simply no reason to run duals and we will be increasing our efforts and resources to reach more end-users to create further awareness of the LSW benefits for all sizes of Ag equipment to capture those significant opportunities.

Mr. Reitz added, “Across the entire business we are busy working to drive growth via product development from our flagship LSWs to growth via the Carlstar acquisition – all exemplifying that we are not simply sitting back and going with the flow of the market. We are excited to have recently launched our VPO™ Technology under the Carlstar brand, which offers a versatile solution as an alternative to tweel wheels and can operate machinery at various inflation pressures — even down to zero psi. We will soon be launching the first Titan branded high speed trailer tire. Beyond that we have extensive opportunities via the Carlstar acquisition to bring LSWs into their product mix, allowing us to grow into new geographies and underserved markets. I mentioned last quarter that we see a strong opportunity to gain back military sales that have diminished over the past 10 to 15 years. Our product innovations that perform well in Ag and Construction will also make military equipment perform better. We are expanding our outreach with some influential leaders in the military industry and will continue working to capture those sales.”

Mr. Reitz continued, “Beyond our focus on growth, we are managing costs and focusing on what we can control. Cashflow was a bright spot for the quarter, driven by our steadfast focus on working capital management. We reduced debt, while continuing to buy back shares, and, on the whole, delivered solid results within the context of our end market conditions. We have reduced expenses to align costs with lower production schedules, including an



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approximate 15% reduction in our headcount from the cycle peak in 2022 while still maintaining adequate manufacturing capabilities. The integration of Carlstar continues to move forward very well, and we have pushed hard on cross-selling opportunities and other top line synergies. Most importantly, we are basing our decisions on our ability to serve our customers when demand for equipment improves. When it does, it is critical that we are there to meet our customers’ needs.”

Mr. Reitz concluded, “The large Ag OEMs and dealers have been vocal in recent months about their actions to further reduce inventory levels by the end of 2024. This is an encouraging sign as it suggests no further de-stocking activity of any magnitude entering 2025. Potential interest rate declines represent an additional positive factor, and the trade policy risk tied to the election should also abate as we turn the page to 2025. I remain exceptionally proud of our team at Titan to take actions with conviction to deliver for our customers and believe it is an exciting time for Titan to capitalize on growth opportunities.”

Fourth Quarter 2024 Outlook

David Martin, Chief Financial Officer, added, “In the fourth quarter, we expect to see sales between $375 million and $425 million, and adjusted EBITDA at breakeven to $10 million. We continue to be focused on driving free cash flow and we expect to see it around breakeven, reflecting continued solid working capital management. Our profitability profile has been lifted significantly from where we have seen traditional cyclical lows. That ability to hold on to margins enabled us to drive a strong free cash flow of $42 million in the third quarter. We used that cash to continue reducing our debt, with net debt down to $291 million on September 30th, compared with $326 million as of June 30th, while also continuing our share repurchase program, under which we repurchased 1,050,000 shares of our common stock totaling $8.3 million during the three months ended September 30, 2024. Our financial condition is solid, and it allows for the flexibility to operate more efficiently, invest for the future and wisely allocate capital to deliver returns for the long-term.”

Results of Operations

Net sales for the three months ended September 30, 2024, were $448.0 million, compared to $401.8 million in the comparable period of 2023. This growth was primarily driven by higher volumes in the consumer segment, bolstered by the net sales contribution from the Carlstar acquisition completed on February 29, 2024. The sales increase was partially offset by reduced sales in the agricultural and earthmoving/construction segments, stemming from reduced global end customer demand. Furthermore, the net sales increase was impacted by negative price effects and an unfavorable currency translation impact of 3.3%.

Gross profit for the three months ending September 30, 2024 was $58.8 million, or 13.1% of net sales, compared to $66.1 million, or 16.4% of net sales, for the three months ended September 30, 2023. The changes in gross profit and margin were attributed to negative price/mix, reduced fixed cost leverage, a slight increase in material costs, and inventory revaluation step-up of $0.8 million related to the purchase price allocation for Carlstar. Excluding the inventory revaluation step-up, the adjusted gross margin for the three months ended September 30, 2024 would have been 13.3% of net sales.

Selling, general and administrative expenses (SG&A) for the three months ended September 30, 2024 were $49.5 million, or 11.1% of net sales, compared to $33.6 million, or 8.4% of net sales, for the three months ended September 30, 2023. This change was attributed to the ongoing SG&A associated with Carlstar operations.

Income from operations for the three months ended September 30, 2024 was $2.8 million, compared to income from operations of $27.0 million for the three months ended September 30, 2023. The change was primarily due to lower gross profit and the net result of the items previously discussed.

The Company recorded income tax expense of $12.9 million and $4.7 million for the three months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded income tax expense of $38.1 million and $28.4 million, respectively. The Company's effective income tax rate was (244.4)% and 19.4% for the three months ended September 30, 2024 and 2023, respectively, and 114.4% and 25.0% for the nine months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30,



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2024 and 2023, the income tax expense differed in each period due to an overall decrease in pre-tax income. For the nine months ended September 30, 2024, the rate was negatively impacted by non-deductible interest expense in the United States, foreign branch income related to the Carlstar acquisition, and one-time impacts associated with transaction costs, which were also not fully deductible for income tax purposes. Additionally the rate was impacted by the results of foreign income tax rate differential on the mix of earnings, non-deductible royalty expenses in certain jurisdictions, and certain foreign inclusion items on the domestic provision. Without these impacts, the income tax rate would have been about 36% of pre-tax income, a slightly elevated rate due to the majority of pre-tax income being derived from foreign jurisdictions. Income taxes paid (net of refunds received) on a year-to-date basis through September 30, 2024, were $16.4 million.

Segment Information

Agricultural Segment

(Amounts in thousands, except percentages)Three months endedNine months ended
September 30,September 30,
 20242023% Decrease20242023% Decrease
Net sales$175,439 $212,967 (17.6)%$631,442 $787,973 (19.9)%
Gross profit16,720 37,026 (54.8)%89,642 135,012 (33.6)%
Profit margin9.5 %17.4 %(45.4)%14.2 %17.1 %(17.0)%
Income from operations 1,910 21,383 (91.1)%41,692 86,071 (51.6)%

Net sales in the agricultural segment were $175.4 million for the three months ended September 30, 2024, as compared to $213.0 million for the comparable period in 2023. The net sales change was primarily attributed to a significant reduction in global demand for agricultural equipment, particularly in North America and Europe. Additionally, an unfavorable foreign currency translation impact of 4.9% further contributed to the change in net sales, mainly due to the weakening Brazilian real and Argentine peso.

Gross profit in the agricultural segment was $16.7 million for the three months ended September 30, 2024, as compared to $37.0 million in the comparable period in 2023.  The change in gross profit was attributed to the lower sales volume, reduced fixed cost leverage, adverse price/mix effects, and increased material costs. Excluding the impact of the Carlstar purchase price allocation, adjusted gross margins in the Agriculture segment were 9.6% and 14.5% for the three and nine months ended September 30, 2024, respectively.

Earthmoving/Construction Segment

(Amounts in thousands, except percentages)Three months endedNine months ended
September 30,September 30,
 20242023% Decrease20242023% Decrease
Net sales$136,313 $155,045 (12.1)%$467,085 $528,652 (11.6)%
Gross profit11,653 22,257 (47.6)%55,929 88,583 (36.9)%
Profit margin8.5 %14.4 %(41.0)%12.0 %16.8 %(28.6)%
(Loss) income from operations(1,911)8,501 (122.5)%13,970 46,561 (70.0)%

The Company's earthmoving/construction segment net sales were $136.3 million for the three months ended September 30, 2024, as compared to $155.0 million in the comparable period in 2023. The change in net sales was primarily attributed to reduced sales volume due to softer demand in North America and Europe, which was partially offset by positive contributions from the Carlstar acquisition. Additionally, adverse price/mix effects and a 1.1% unfavorable impact from foreign currency translation contributed to the overall change.



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Gross profit in the earthmoving/construction segment was $11.7 million for the three months ended September 30, 2024, as compared to $22.3 million for the three months ended September 30, 2023. The change in gross profit was primarily attributed to lower sales volume in North America and Europe, and reduced fixed cost leverage.

Consumer Segment

(Amounts in thousands, except percentages)Three months endedNine months ended
September 30,September 30,
 20242023% Increase20242023% Increase/(Decrease)
Net sales$136,233 $33,769 303.4 %$363,837 $114,976 216.4 %
Gross profit30,432 6,790 348.2 %71,046 23,930 196.9 %
Profit margin22.3 %20.1 %10.9 %19.5 %20.8 %(6.3)%
Income from operations11,282 4,526 149.3 %22,844 17,183 32.9 %

Consumer segment net sales were $136.2 million for the three months ended September 30, 2024, as compared to $33.8 million for the three months ended September 30, 2023. This growth was primarily attributed to higher sales volumes following the Carlstar acquisition, although it was partially offset by reduced sales in the Americas due to challenging market conditions and a 3.2% negative impact from foreign currency translation, mainly due to the weakening Brazilian real.

Gross profit from the consumer segment was $30.4 million for the three months ended September 30, 2024, as compared to $6.8 million for the three months ended September 30, 2023. The increase in gross profit and profit margin was largely driven by the benefits derived from the Carlstar acquisition. Excluding the impact of the Carlstar purchase price allocation, adjusted gross margins in the Consumer segment were 22.9% and 22.1% for the three and nine months ended September 30, 2023, respectively.

Non-GAAP Financial Measures

Adjusted EBITDA was $20.5 million for the third quarter of 2024, compared to $40.5 million in the comparable prior year period. The Company utilizes EBITDA and adjusted EBITDA, which are non-GAAP financial measures, as a means to measure its operating performance. A reconciliation of net income to EBITDA and adjusted EBITDA can be found at the end of this release.

Adjusted net income applicable to common shareholders for the third quarter of 2024 was income of $(13.9) million, equal to income of $(0.19) per basic and diluted share, compared to adjusted net income of $18.4 million, equal to income of $0.29 per basic and diluted share, in the third quarter of 2023. The Company utilizes adjusted net income applicable to common shareholders, which is a non-GAAP financial measure, as a means to measure its operating performance. A reconciliation of net income applicable to common shareholders and adjusted net income applicable to common shareholders can be found at the end of this release.

Financial Condition

The Company ended the third quarter of 2024 with total cash and cash equivalents of $227.3 million, compared to $220.3 million at December 31, 2023. Long-term debt at September 30, 2024, was $503.4 million, compared to $409.2 million at December 31, 2023. Short-term debt was $15.0 million at September 30, 2024, compared to $16.9 million at December 31, 2023. Net debt (total debt less cash and cash equivalents) was $291.2 million at September 30, 2024, compared to $205.8 million at December 31, 2023.

Net cash provided by operating activities for the first nine months of 2024 was $132.8 million, compared to net cash provided by operating activities of $140.1 million for the comparable prior year period. Operating cash flows decreased by $7.4 million when comparing the first nine months of 2024 to the comparable period in 2023. This decline was primarily attributed to lower net income, partially offset by the positive impact of focused working



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capital management. Key factors contributing to this management included a $34.2 million increase in accounts payable, a $11.4 million improvement due to collections efforts on accounts receivable, and a $21.7 million improvement in inventory management. Capital expenditures were $52.3 million for the first nine months of 2024, compared to $41.5 million for the comparable prior year period. Capital expenditures during the first nine months of 2024 and 2023 represent scheduled equipment replacement and improvements, along with new tools, dies and molds related to new product development, as the Company seeks to enhance the Company’s manufacturing capabilities and drive productivity gains.

Teleconference and Webcast

Titan will be hosting a teleconference and webcast to discuss the third quarter financial results on Thursday, October 31, 2024, at 9:00 a.m. Eastern Time.

The real-time, listen-only webcast can be accessed using the following link
https://events.q4inc.com/attendee/566818353 or on our website at www.titan-intl.com within the “Investor Relations” page under the “News & Events” menu (https://ir.titan-intl.com/news-and-events/events/default.aspx). Listeners should access the website at least 10 minutes prior to the live event to download and install any necessary audio software.

A webcast replay of the teleconference will be available on our website (https://ir.titan-intl.com/news-and-events/events/default.aspx) soon after the live event.

In order to participate in the real-time teleconference, with live audio Q&A, participants should use one of the following dial in numbers:

United States Toll Free: 1 833 470 1428
All other locations: https://www.netroadshow.com/conferencing/global-numbers?confId=56511

Participants Access Code: 971353


About Titan

Titan International, Inc. (NYSE: TWI) is a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products. Headquartered in West Chicago, Illinois, the Company globally produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction, and consumer markets. For more information, visit www.titan-intl.com.


Safe Harbor Statement

This press release contains forward-looking statements. These forward-looking statements are covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “would,” “could,” “potential,” “may,” “will,” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, these assumptions are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond Titan International, Inc.'s control. As a result, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors including, but not limited to, the effect of the COVID-19 pandemic on our operations and financial performance; the effect of a recession on the



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Company and its customers and suppliers; changes in the Company’s end-user markets into which the Company sells its products as a result of domestic and world economic or regulatory influences or otherwise; changes in the marketplace, including new products and pricing changes by the Company’s competitors; the Company's ability to maintain satisfactory labor relations; unfavorable outcomes of legal proceedings; the Company's ability to comply with current or future regulations applicable to the Company's business and the industry in which it competes or any actions taken or orders issued by regulatory authorities; availability and price of raw materials; levels of operating efficiencies; the effects of the Company's indebtedness and its compliance with the terms thereof; changes in the interest rate environment and their effects on the Company's outstanding indebtedness; unfavorable product liability and warranty claims; actions of domestic and foreign governments, including the imposition of additional tariffs; geopolitical and economic uncertainties relating to the countries in which the Company operates or does business; risks associated with acquisitions, including difficulty in integrating operations and personnel, disruption of ongoing business, and increased expenses; results of investments; the effects of potential processes to explore various strategic transactions, including potential dispositions; fluctuations in currency translations; risks associated with environmental laws and regulations; risks relating to our manufacturing facilities, including that any of our material facilities may become inoperable; risks relating to financial reporting, internal controls, tax accounting, and information systems; and the other risks and factors detailed in the Company’s periodic reports filed with the Securities and Exchange Commission, including the disclosures under "Risk Factors" in those reports. These forward-looking statements are made only as of the date hereof. 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, whether as a result of new information, changed circumstances or future events, or for any other reason, except as required by law.



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Titan International, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
Amounts in thousands, except per share data
 Three months endedNine months ended
September 30,September 30,
 2024202320242023
Net sales$447,985 $401,781 $1,462,364 $1,431,601 
Cost of sales389,180 335,708 1,245,747 1,184,076 
Gross profit58,805 66,073 216,617 247,525 
Selling, general and administrative expenses49,533 33,587 140,536 102,917 
Acquisition related expenses— — 6,196 — 
Research and development expenses4,199 3,167 12,071 9,399 
Royalty expense2,266 2,344 7,613 7,200 
Income from operations2,807 26,975 50,201 128,009 
Interest expense(9,005)(7,229)(27,103)(22,446)
Interest income3,064 3,298 8,483 6,261 
Foreign exchange (loss) gain(2,525)876 (2,338)(882)
Other income 375 461 4,057 2,409 
(Loss) income before income taxes(5,284)24,381 33,300 113,351 
Provision for income taxes12,915 4,718 38,103 28,363 
Net (loss) income(18,199)19,663 (4,803)84,988 
Net income attributable to noncontrolling interests50 383 2,096 3,663 
Net (loss) income attributable to Titan and applicable to common shareholders$(18,249)$19,280 $(6,899)$81,325 
(Loss) earnings per common share:   
Basic$(0.25)$0.31 $(0.10)$1.29 
Diluted$(0.25)$0.31 $(0.10)$1.29 
Average common shares and equivalents outstanding:  
Basic72,013 62,598 69,900 62,810 
Diluted72,013 63,095 69,900 63,271 





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Titan International, Inc.
Condensed Consolidated Balance Sheets
Amounts in thousands, except share data
 September 30,
2024		December 31,
2023
Assets(unaudited)
Current assets  
Cash and cash equivalents$227,293 $220,251 
Accounts receivable, net of allowance of $4,117 and $5,340272,837 219,145 
Inventories453,632 365,156 
Prepaid and other current assets71,977 72,229 
Total current assets1,025,739 876,781 
Property, plant and equipment, net440,298 321,694 
Operating lease assets120,330 11,955 
Goodwill35,810 — 
Intangible assets, net13,036 1,431 
Deferred income taxes8,106 38,033 
Other long-term assets43,405 39,351 
Total assets$1,686,724 $1,289,245 
Liabilities  
Current liabilities  
Short-term debt$15,025 $16,913 
Accounts payable234,302 201,201 
Operating leases13,077 5,021 
Other current liabilities168,897 139,378 
Total current liabilities431,301 362,513 
Long-term debt503,429 409,178 
Deferred income taxes2,524 2,234 
Operating leases109,187 6,153 
Other long-term liabilities42,229 41,752 
Total liabilities1,088,670 821,830 
Commitments and Contingencies
Equity  
Titan shareholders' equity
Common stock ($0.0001 par value, 120,000,000 shares authorized, 78,447,035 issued and 71,184,028 outstanding at September 30, 2024; 66,525,269 issued and 60,715,855 outstanding at December 31, 2023)
— — 
Additional paid-in capital738,420 569,065 
Retained earnings162,724 169,623 
Treasury stock (at cost, 7,263,007 shares at September 30, 2024 and 5,809,414 shares at December 31, 2023)
(64,424)(52,585)
Accumulated other comprehensive loss(238,953)(219,043)
Total Titan shareholders’ equity597,767 467,060 
Noncontrolling interests287 355 
Total equity598,054 467,415 
Total liabilities and equity$1,686,724 $1,289,245 





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Titan International, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
All amounts in thousands
Nine months ended September 30,
Cash flows from operating activities:20242023
Net (loss) income$(4,803)$84,988 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization40,059 31,598 
Deferred income tax provision21,646 5,868 
Income on indirect taxes— (3,096)
Loss (gain) on fixed asset and investment sale625 (409)
Stock-based compensation3,601 3,700 
Issuance of stock under 401(k) plan1,328 1,329 
Proceeds from property insurance settlement(3,537)— 
Foreign currency loss (gain)1,375 (2,348)
(Increase) decrease in assets, net of acquisitions:  
Accounts receivable28,886 17,503 
Inventories53,914 32,197 
Prepaid and other current assets10,856 18,386 
Other assets(2,431)(410)
Increase (decrease) in liabilities, net of acquisitions:  
Accounts payable(28,502)(62,751)
Other current liabilities8,317 12,241 
Other liabilities1,417 1,310 
Net cash provided by operating activities132,751 140,106 
Cash flows from investing activities:  
Capital expenditures(52,318)(41,480)
Business acquisition, net of cash acquired(143,643)— 
Proceeds from sale of investment1,791 — 
Proceeds from property insurance settlement3,537 — 
Proceeds from sale of fixed assets1,603 1,795 
Net cash used for investing activities(189,030)(39,685)
Cash flows from financing activities:  
Proceeds from borrowings159,614 6,628 
Repayments of debt(66,601)(25,017)
Payment of debt issuance costs(3,115)— 
Repurchase of common stock(16,106)(19,064)
Other financing activities(738)(2,540)
Net cash provided by (used for) financing activities73,054 (39,993)
Effect of exchange rate changes on cash(9,733)(8,103)
Net increase in cash and cash equivalents7,042 52,325 
Cash and cash equivalents, beginning of period220,251 159,577 
Cash and cash equivalents, end of period$227,293 $211,902 
Supplemental information:
Interest paid$20,500 $15,971 
Income taxes paid, net of refunds received $16,422 $17,581 
Non cash financing activity:
Issuance of common stock in connection with business acquisition$168,693 $— 



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Titan International, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)
Amounts in thousands, except earnings per share data and percentages


The Company reports its financial results in accordance with generally accepted accounting principles in the United States (GAAP). These supplemental schedules provide a quantitative reconciliation between each of adjusted gross profit, adjusted net income attributable to Titan, EBITDA, adjusted EBITDA, net sales on a constant currency basis, net debt, and net cash provided by operating activities to free cash flow, each of which is a non-GAAP financial measure and the most directly comparable financial measures calculated and reported in accordance with GAAP.

We present adjusted gross profit, adjusted net income attributable to Titan, adjusted earnings per common share, EBITDA, adjusted EBITDA, net sales on a constant currency basis, net debt and net cash provided by operating activities to free cash flow, as we believe that they assist investors with analyzing our business results. In addition, management reviews these non-GAAP financial measures in order to evaluate the financial performance of each of our segments, as well as the Company’s performance as a whole. We believe that the presentation of these non‑GAAP financial measures will permit investors to assess the performance of the Company on the same basis as management.

Adjusted gross profit, adjusted net income attributable to Titan, adjusted earnings per common share, EBITDA, adjusted EBITDA, net sales on a constant currency basis, net debt, and free cash flow should be considered supplemental to, not a substitute for, the financial measures calculated in accordance with GAAP. One should not consider these measures in isolation or as a substitute for our results reported under GAAP. These measures have limitations in that they do not reflect all of the costs associated with the operations of our businesses as determined in accordance with GAAP. In addition, these measures may be calculated differently than non-GAAP financial measures reported by other companies, limiting their usefulness as comparative measures. We attempt to 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 adjusted gross profit to gross profit, the most directly comparable GAAP financial measure, for the three and nine-month periods ended September 30, 2024 and 2023 (in thousands, except percentages).

Three months endedThree months ended
September 30, 2024September 30, 2023
AgriculturalEarthmoving/ConstructionConsumerTotal Total
Gross profit, as reported$16,720 $11,653 $30,432 $58,805 $66,073 
Gross Margin9.5 %8.5 %22.3 %13.1 %16.4 %
Adjustments:
Carlstar inventory fair value step-up38 26 736 800 — 
Gross profit, as adjusted$16,758 $11,679 $31,168 $59,605 $66,073 
Adjusted Gross Margin9.6 %8.6 %22.9 %13.3 %16.4 %




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Nine months endedNine months ended
September 30, 2024September 30, 2023
AgriculturalEarthmoving/ConstructionConsumerTotal Total
Gross profit, as reported$89,642 $55,929 $71,046 $216,617 $247,525 
Gross Margin14.2 %12.0 %19.5 %14.8 %17.3 %
Adjustments:
Carlstar inventory fair value step-up1,809 318 9,373 11,500 — 
Gross profit, as adjusted$91,451 $56,247 $80,419 $228,117 $247,525 
Adjusted Gross Margin14.5 %12.0 %22.1 %15.6 %17.3 %


The table below provides a reconciliation of adjusted net income attributable to Titan to net income applicable to common shareholders, the most directly comparable GAAP financial measure, for the three and nine-month periods ended September 30, 2024 and 2023 (in thousands, except earnings per share).

Three months endedNine months ended
September 30,September 30,
2024202320242023
Net (loss) income attributable to Titan and applicable to common shareholders$(18,249)$19,280 $(6,899)$81,325 
Adjustments:
Foreign exchange loss (gain)2,525 (876)2,338 882 
Carlstar transaction costs— — 6,196 — 
Carlstar inventory fair value step-up800 — 11,500 — 
Loss on sale of investment1,032 — 1,032 — 
Gain on property insurance settlement— — (1,913)— 
Income on Brazilian indirect tax credits, net— — — (3,096)
Adjusted net (loss) income attributable to Titan and applicable to common shareholders$(13,892)$18,404 $12,254 $79,111 
Adjusted (loss) earnings per common share:
  Basic $(0.19)$0.29 $0.18 $1.26 
  Diluted $(0.19)$0.29 $0.17 $1.25 
Average common shares and equivalents outstanding:
  Basic 72,013 62,598 69,900 62,810 
  Diluted72,404 63,095 70,358 63,271 




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The table below provides a reconciliation of net income to EBITDA and adjusted EBITDA, which are non-GAAP financial measures, for the three and nine-month periods ended September 30, 2024 and 2023 (in thousands).

Three months endedNine months ended
September 30,September 30,
2024202320242023
Net (loss) income$(18,199)$19,663 $(4,803)$84,988 
Adjustments:
Provision for income taxes12,915 4,718 38,103 28,363 
Interest expense, excluding financing fees amortization8,786 7,009 26,446 21,789 
Depreciation and amortization12,636 10,033 40,059 31,598 
EBITDA$16,138 $41,423 $99,805 $166,738 
Adjustments:
Foreign exchange loss (gain)2,525 (876)2,338 882 
Carlstar transaction costs— — 6,196 — 
Carlstar inventory fair value step-up800 — 11,500 — 
Loss on sale of investment1,032 — 1,032 — 
Gain on property insurance settlement— — (1,913)— 
Income on Brazilian indirect tax credits— — — (475)
Adjusted EBITDA$20,495 $40,547 $118,958 $167,145 


The table below sets forth, for the three and nine-month periods ended September 30, 2024, the impact to net sales of currency translation (constant currency) by geography (in thousands, except percentages):

 Three months ended September 30,Change due to currency translationThree months ended September 30,
20242023% Change from 2023$%Constant Currency
United States $250,567 $173,300 44.6 %$— — %$250,567 
Europe / CIS97,053 119,749 (19.0)%2,121 1.8 %94,932 
Latin America76,023 89,258 (14.8)%(14,014)(15.7)%90,037 
Other International24,342 19,474 25.0 %(1,437)(7.4)%25,779 
$447,985 $401,781 11.5 %$(13,330)(3.3)%$461,315 

 Nine months ended September 30,Change due to currency translationNine months ended September 30,
20242023% Change from 2023$%Constant Currency
United States $813,767 $654,324 24.4 %$— — %$813,767 
Europe / CIS352,731 424,412 (16.9)%(5,219)(1.2)%357,950 
Latin America225,529 283,132 (20.3)%(26,202)(9.3)%251,731 
Other International70,337 69,733 0.9 %(12,550)(18.0)%82,887 
$1,462,364 $1,431,601 2.1 %$(43,971)(3.1)%$1,506,335 
 



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The table below provides a reconciliation of net debt, which is a non-GAAP financial measure (in thousands):

 September 30, 2024December 31, 2023September 30, 2023
  
Long-term debt$503,429 $409,178 $409,747 
Short-term debt15,025 16,913 17,556 
   Total debt$518,454 $426,091 $427,303 
Cash and cash equivalents227,293 220,251 211,902 
     Net debt$291,161 $205,840 $215,401 

The table below provides a reconciliation of net cash provided by operating activities to free cash flow, which is a non-GAAP financial measure (in thousands):

Three months endedNine months ended
September 30,September 30,
2024202320242023
Net cash provided by operating activities$59,905 $51,216 $132,751 $140,106 
Capital expenditures(18,119)(13,913)(52,318)(41,480)
Free cash flow$41,786 $37,303 $80,433 $98,626 



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v3.24.3
Cover Document
Oct. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity Registrant Name TITAN INTERNATIONAL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-12936
Entity Tax Identification Number 36-3228472
Entity Address, Address Line One 1525 Kautz Road, Suite 600
Entity Address, City or Town West Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60185
City Area Code (630)
Local Phone Number 377-0486
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common stock, $0.0001 par value
Trading Symbol TWI
Security Exchange Name NYSE
Entity Central Index Key 0000899751
Amendment Flag false
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