1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTERLY PERIOD ENDED: JUNE 30, 2001 OR 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) ILLINOIS 36-3228472 (State of Incorporation) (I.R.S. Employer Identification No.) 2701 SPRUCE STREET, QUINCY, IL 62301 (Address of principal executive offices, including Zip Code) (217) 228-6011 (Registrant's telephone number, including area code) 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 X No ---- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. <TABLE> <CAPTION> SHARES OUTSTANDING AT CLASS JULY 31, 2001 ----- --------------------- <S> <C> COMMON STOCK, NO PAR VALUE PER SHARE 20,678,034 </TABLE> ================================================================================
2 TITAN INTERNATIONAL, INC. TABLE OF CONTENTS <TABLE> <CAPTION> Page Number ----------- <S> <C> Part I. Financial Information Item 1. Financial Statements (Unaudited) Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 30, 2001 and 2000 1 Consolidated Condensed Balance Sheets as of June 30, 2001 and December 31, 2000 2 Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2001 and 2000 3 Notes to Consolidated Condensed Financial Statements 4-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-14 Part II. Other Information and Signature 15-16 </TABLE>
3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements TITAN INTERNATIONAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Amounts in thousands, except earnings per share data) <TABLE> <CAPTION> THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2001 2000 2001 2000 ---- ---- ---- ---- <S> <C> <C> <C> <C> Net sales $ 120,349 $ 145,576 $ 256,396 $ 309,903 Cost of sales 113,473 135,142 234,072 278,573 --------- --------- --------- --------- Gross profit 6,876 10,434 22,324 31,330 Selling, general & administrative expenses 10,678 11,859 21,500 23,145 Research and development expenses 761 1,247 1,562 2,797 --------- --------- --------- --------- Income (loss) from operations (4,563) (2,672) (738) 5,388 Interest expense 5,396 5,628 11,035 12,191 Gain on sale of assets 0 (38,727) (1,619) (38,727) Other income (470) (16) (1,103) (232) --------- --------- --------- --------- Income (loss) before income taxes (9,489) 30,443 (9,051) 32,156 Provision (benefit) for income taxes (2,891) 11,568 (2,681) 12,219 --------- --------- --------- --------- Income (loss) before extraordinary item (6,598) 18,875 (6,370) 19,937 Extraordinary gain on early retirement of debt, net of taxes of $1,742 2,614 0 2,614 0 --------- --------- --------- --------- Net income (loss) $ (3,984) $ 18,875 $ (3,756) $ 19,937 ========= ========= ========= ========= Earnings (loss) per share before extraordinary item: Basic $ (.32) $ .91 $ (.31) $ .96 Diluted $ (.32) $ .91 $ (.31) $ .96 Earnings (loss) per share: Basic $ (.19) $ .91 $ (.18) $ .96 Diluted $ (.19) $ .91 $ (.18) $ .96 Average shares outstanding: Basic 20,630 20,694 20,628 20,680 Diluted 20,630 20,694 20,628 20,680 </TABLE> The accompanying notes are an integral part of the consolidated condensed financial statements. 1
4 TITAN INTERNATIONAL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Amounts in thousands, except share data) <TABLE> <CAPTION> JUNE 30, DECEMBER 31, 2001 2000 ------------ ------------ <S> <C> <C> ASSETS Current assets Cash and cash equivalents $ 21,648 $ 5,668 Accounts receivable (net of allowance of $3,348 and $3,764, respectively) 76,982 83,689 Inventories 128,717 160,309 Prepaid and other current assets 37,854 35,890 --------- --------- Total current assets 265,201 285,556 Property, plant and equipment, net 216,513 232,335 Other assets 53,845 54,829 Goodwill, net 18,027 18,921 --------- --------- Total assets $ 553,586 $ 591,641 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short-term debt (including current portion of long-term debt) $ 10,304 $ 5,377 Accounts payable 37,646 53,524 Other current liabilities 29,848 40,539 --------- --------- Total current liabilities 77,798 99,440 Deferred income taxes 20,754 20,754 Other long-term liabilities 13,524 14,767 Long-term debt 220,749 227,975 --------- --------- Total liabilities 332,825 362,936 --------- --------- Stockholders' equity Common stock, no par, 60,000,000 shares authorized, 27,555,081 issued 27 27 Additional paid-in capital 212,618 213,423 Retained earnings 115,238 119,405 Treasury stock at cost: 6,927,954 and 6,928,684 shares, respectively (92,246) (93,041) Accumulated other comprehensive loss (14,876) (11,109) --------- --------- Total stockholders' equity 220,761 228,705 --------- --------- Total liabilities and stockholders' equity $ 553,586 $ 591,641 ========= ========= </TABLE> The accompanying notes are an integral part of the consolidated condensed financial statements. 2
5 TITAN INTERNATIONAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (Amounts in thousands) <TABLE> <CAPTION> SIX MONTHS ENDED JUNE 30, 2001 2000 ---- ---- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (3,756) $ 19,937 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 18,478 18,803 Gain on sale of assets (1,619) (38,727) Gain on early retirement of debt (4,356) 0 (Increase) decrease in current assets: Accounts receivable 4,464 (9,452) Inventories 30,592 (17,436) Prepaid and other current assets (2,771) 7,754 Increase (decrease) in current liabilities: Accounts payable (14,330) 7,008 Other current liabilities (9,520) 7,434 Other, net 5,058 (1,171) -------- -------- Net cash provided by (used for) operating activities 22,240 (5,850) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures, net (7,751) (14,081) Proceeds from sale of assets 5,200 94,063 Other (4,489) 0 -------- -------- Net cash provided by (used for) investing activities (7,040) 79,982 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings 16,463 0 Repayment of debt/repurchase of bonds (9,143) (19,980) Repayments on credit facility, net (5,000) (37,000) Repurchase of common stock (277) (449) Dividends paid (618) (619) Other, net (91) 661 -------- -------- Net cash provided by (used for) financing activities 1,334 (57,387) Effect of exchange rate changes on cash (554) (394) Net increase in cash and cash equivalents 15,980 16,351 Cash and cash equivalents at beginning of period 5,668 8,606 -------- -------- Cash and cash equivalents at end of period $ 21,648 $ 24,957 ======== ======== </TABLE> The accompanying notes are an integral part of the consolidated condensed financial statements. 3
6 TITAN INTERNATIONAL, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) A. ACCOUNTING POLICIES In the opinion of Titan International, Inc. ("Titan" or the "Company"), the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly its financial position as of June 30, 2001, the results of operations for the three and six months ended June 30, 2001 and 2000, and cash flows for the six months ended June 30, 2001 and 2000. Accounting policies have continued without change and are described in the Summary of Significant Accounting Policies contained in the Company's 2000 Annual Report on Form 10-K. These interim financial statements have been prepared pursuant to the Securities and Exchange Commission's rules for Form 10-Qs and are not a presentation in accordance with generally accepted accounting principles. For additional information regarding the Company's financial condition, refer to the footnotes accompanying the financial statements as of and for the year ended December 31, 2000, filed in conjunction with the Company's 2000 Annual Report on Form 10-K. Details in those notes have not changed significantly except as a result of normal interim transactions and certain matters discussed below. B. INVENTORIES Inventories consisted of the following (in thousands): <TABLE> <CAPTION> June 30, December 31, 2001 2000 ---------- ----------- <S> <C> <C> Raw materials $ 37,057 $ 41,284 Work-in-process 12,085 15,919 Finished goods 74,535 100,622 -------- -------- 123,677 157,825 LIFO reserve 5,040 2,484 -------- -------- $128,717 $160,309 ======== ======== </TABLE> C. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net reflects accumulated depreciation of $173.1 million and $161.0 million at June 30, 2001, and December 31, 2000, respectively. 4
7 TITAN INTERNATIONAL, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) D. GOODWILL Goodwill, net reflects accumulated amortization of $5.2 million and $4.7 million at June 30, 2001, and December 31, 2000, respectively. The Company recorded goodwill amortization of $0.2 million and $0.4 million for the three and six months ended June 30, 2001. E. DEBT Debt consisted of the following (in thousands): <TABLE> <CAPTION> June 30, December 31, 2001 2000 ---------- --------- <S> <C> <C> Senior subordinated notes $136,750 $150,000 Credit facility 55,000 60,000 Notes payable to Pirelli 10,000 10,000 Industrial revenue bonds 9,500 9,500 Other 19,803 3,852 -------- -------- 231,053 233,352 Less: Amounts due within one year 10,304 5,377 -------- -------- Long-term portion of debt $220,749 $227,975 ======== ======== </TABLE> Aggregate maturities of debt at June 30, 2001 are as follows (in thousands): <TABLE> <S> <C> July 1 - December 31, 2001 $ 10,087 2002 56,683 2003 8,867 2004 2,948 2005 4,193 2006 and thereafter 148,275 </TABLE> During the second quarter of 2001, the Company retired $13.3 million of the senior subordinated notes that were due 2007. A pretax gain of $4.4 million was recognized on this early retirement of debt. The increase in other debt consists of debt additions at the European facilities. 5
8 TITAN INTERNATIONAL, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) F. SEGMENT INFORMATION The table below presents information about certain revenues and income from operations used by the chief operating decision maker of the Company for the three and six months ended June 30, 2001 and 2000 (in thousands): <TABLE> <CAPTION> Revenues Income (loss) Three months ended from external Intersegment from June 30, 2001 customers revenues operations ------------- --------------- --------------- ------------ <S> <C> <C> <C> Agricultural $ 67,096 $ 26,431 $ 1,676 Earthmoving/construction 42,134 11,223 1,709 Consumer 11,119 4,262 (1,027) Reconciling items (a) 0 0 (6,921) ---------- ---------- ----------- Consolidated totals $ 120,349 $ 41,916 $ (4,563) ========== ========== =========== Three months ended June 30, 2000 ------------- Agricultural $ 79,528 $ 36,975 $ 4,780 Earthmoving/construction 43,667 15,731 2,605 Consumer 22,381 26,427 (1,497) Reconciling items (a) 0 0 (8,560) ---------- ---------- ----------- Consolidated totals $ 145,576 $ 79,133 $ (2,672) ========== ========== =========== </TABLE> (a) Represents corporate expenses and depreciation and amortization expense related to property, plant and equipment and goodwill carried at the corporate level. 6
9 TITAN INTERNATIONAL, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) F. SEGMENT INFORMATION (CONTINUED) <TABLE> <CAPTION> Revenues Income (loss) Six months ended from external Intersegment from June 30, 2001 customers revenues operations ------------- --------------- --------------- ------------ <S> <C> <C> <C> Agricultural $ 143,924 $ 71,786 $ 8,745 Earthmoving/construction 85,133 29,204 5,265 Consumer 27,339 11,852 (937) Reconciling items (a) 0 0 (13,811) ---------- ---------- ---------- Consolidated totals $ 256,396 $ 112,842 $ (738) ========== ========== ========== Six months ended June 30, 2000 ------------- Agricultural $ 151,668 $ 72,138 $ 11,315 Earthmoving/construction 84,873 29,508 7,232 Consumer 73,362 52,991 2,370 Reconciling items (a) 0 0 (15,529) ---------- ---------- ---------- Consolidated totals $ 309,903 $ 154,637 $ 5,388 ========== ========== ========== </TABLE> (a) Represents corporate expenses and depreciation and amortization expense related to property, plant and equipment and goodwill carried at the corporate level. 7
10 TITAN INTERNATIONAL, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) F. SEGMENT INFORMATION (CONTINUED) <TABLE> <CAPTION> June 30, December 31, Total assets 2001 2000 ------------ ---------- ----------- <S> <C> <C> Agricultural $ 258,934 $ 280,925 Earthmoving/construction 163,057 154,159 Consumer 63,380 87,309 Reconciling items (a) 68,215 69,248 ---------- ---------- Consolidated totals $ 553,586 $ 591,641 ========== ========== </TABLE> (a) Represents property, plant and equipment and goodwill related to certain acquisitions and other corporate assets. G. COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss), which includes net income and the effect of foreign currency translation adjustments, totaled $(4.6) million for the second quarter of 2001, compared to $18.1 million in the second quarter of 2000. Comprehensive income (loss) for the six months ended June 30, 2001 was $(7.5) million, compared to $17.0 million in 2000. H. NEW ACCOUNTING STANDARDS Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133), as amended by Statements of Financial Accounting Standards Nos. 137 and 138, was adopted on January 1, 2001. The Company does not utilize derivatives to manage interest rate, commodities or currency risks, therefore, there was no material impact resulting from the adoption of SFAS 133 on its financial position, cash flows or results of operations. Statement of Financial Accounting Standards No. 142, "Goodwill & Other Intangible Assets" (SFAS 142), will be adopted in the first quarter of 2002. Under SFAS 142, goodwill will be written off when impaired as opposed to being amortized. The Company is evaluating the effect SFAS 142 will have on its financial position, cash flows, and results of operations. 8
11 TITAN INTERNATIONAL, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) I. SALE OF ASSETS On April 14, 2000, the Company sold certain assets (primarily raw material inventory, work-in-process inventory, and property, plant and equipment) of two facilities located in Clinton, Tennessee, and Slinger, Wisconsin, to Carlisle Tire and Wheel Company, a subsidiary of Carlisle Companies Incorporated, for approximately $94.1 million in cash. In conjunction with this transaction, the Company eliminated $19.5 million of related goodwill. The Company recorded a pretax gain of $38.7 million in the second quarter of 2000. This nonrecurring gain has not been included in the pro forma amounts described below. These two facilities are in the business of providing wheels and tires to the consumer market, primarily for original equipment manufacturer (OEM) lawn and garden equipment and all terrain vehicles (ATVs). Had the transaction occurred on January 1, 2000, net sales for the three and six months ended June 30, 2000, would have been $138.8 and $279.3 million respectively. Net loss for the three and six months ended June 30, 2000, would have been $(4.8) and $(5.8) million respectively. Loss per share for the three and six months ended June 30, 2000, would have been $(.23) and $(.28) respectively. There is no difference in net sales, net income and earnings per share for the three and six months ended June 30, 2001. 9
12 TITAN INTERNATIONAL, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net sales for the quarter ended June 30, 2001, were $120.3 million, compared to 2000 second quarter net sales of $145.6 million. Net sales for the six months ended June 30, 2001 were $256.4 million, compared to 2000 net sales of $309.9 million. Net sales decreased primarily due to the sale of certain consumer segment operating assets in April of 2000 as discussed in Note I to the consolidated condensed financial statements. Cost of sales was $113.5 and $234.1 million for the second quarter of 2001 and for the six months ended June 30, 2001, as compared to $135.1 and $278.6 million in 2000. Gross profit for the second quarter of 2001 was $6.9 million or 5.7% of net sales, compared to $10.4 million or 7.2% of net sales for the second quarter of 2000. Gross profit for the six months ended June 30, 2001, was $22.3 million or 8.7% of net sales, compared to $31.3 million or 10.1% of net sales for 2000. Gross profit was lower due to the reduced sales volume. Selling, general and administrative ("SG&A") and research and development ("R&D") expenses for the second quarter of 2001 were $11.4 million or 9.5% of net sales, compared to $13.1 million or 9.0% of net sales for 2000. SG&A and R&D expenses for the six months ended June 30, 2001 were $23.1 million or 9.0% of net sales, compared to $25.9 million or 8.4% of net sales in 2000. The SG&A and R&D expenses have declined as a result of the Company's efforts to cut costs. However, the SG&A and R&D percentage of net sales was higher due to the reduced sales volume in 2001 as compared to 2000. Loss from operations for the second quarter of 2001 was $(4.6) million or (3.8)% of net sales, compared to $(2.7) million or (1.8)% in 2000. Income (loss) from operations for the six months ended June 30, 2001 was $(0.7) million or (0.3)% of net sales, compared to $5.4 million or 1.7% for 2000. Operating results were impacted by the sale of certain consumer segment operating assets in April of 2000. Gain on sale of assets in 2001 of $1.6 million was attributed to the sale of an airplane during the first quarter of 2001. See Note I to the consolidated condensed financial statements for discussion of the $38.7 million gain on sale of assets in the second quarter of 2000. Interest expense was $5.4 million and $11.0 million for the second quarter of 2001 and for the six months ended June 30, 2001, respectively, compared to $5.6 million and $12.2 million in 2000. The decreased interest expense for 2001 was primarily due to a decrease in the average debt outstanding of approximately $19 million in the first six months of 2001 as compared to the first six months of 2000. 10
13 TITAN INTERNATIONAL, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (CONTINUED) Extraordinary after-tax gain in the second quarter of 2001 of $2.6 million resulted from the early retirement of $13.3 million of the senior subordinated notes. The pretax gain of $4.4 million was offset by taxes of $1.8 million. Net income (loss) for the second quarter of 2001 and for the six months ended June 30, 2001 was $(4.0) and $(3.8) million respectively, compared to $18.9 and $19.9 million in 2000. Basic and diluted earnings (loss) per share were $(.19) and $(.18) for the second quarter of 2001 and for the six months ended June 30, 2001, compared to $.91 and $.96 in 2000. Net income and earnings per share decreased primarily due to the effects of the sale of assets as noted above. Net sales in the agricultural market were $67.1 and $143.9 million for the second quarter of 2001 and the six months ended June 30, 2001, as compared to $79.5 and $151.7 million in 2000. Income from operations in the agricultural market was $1.7 and $8.7 million for the second quarter of 2001 and the six months ended June 30, 2001, as compared to $4.8 and $11.3 million in 2000. Net sales and income from operations in the agricultural market decreased primarily due to decreased sales volume during the second quarter of 2001. The Company's earthmoving/construction market net sales were $42.1 and $85.1 million for the second quarter of 2001 and the six months ended June 30, 2001, as compared to $43.7 and $84.9 million for 2000. Income from operations in the earthmoving/construction market was $1.7 and $5.3 million for the second quarter of 2001 and the six months ended June 30, 2001, as compared to $2.6 and $7.2 million for 2000. The decrease in income from operations in the earthmoving/construction market is partially due to a change in product mix from larger to smaller diameter wheels, resulting in reduced margins. Consumer market net sales were $11.1 and $27.3 million for the first quarter of 2001 and the six months ended June 30, 2001, as compared to $22.4 and $73.4 million for 2000. Consumer market income (loss) from operations was $(1.0) and $(0.9) million for the second quarter of 2001 and the six months ended June 30, 2001, as compared to $(1.5) and $2.4 million for 2000. The decrease in consumer market sales and income from operations is primarily due to the Company exiting the OEM business for lawn and garden equipment and ATVs. The Company remains active in the ATV tire aftermarket and continues to explore new distribution channels and develop innovative ATV products. Income from operations on a segment basis does not include: corporate expenses; depreciation and amortization expense related to property, plant and equipment; and amortization expense related to goodwill carried at the corporate level, for a total of $6.9 and $13.8 million for the second quarter of 2001 and the six months ended June 30, 2001, respectively, as compared to $8.6 and $15.5 million for 2000. 11
14 TITAN INTERNATIONAL, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The Company's business is subject to seasonal variations in sales that affect inventory levels and account receivable balances. Increased efficiency led Titan to alter operating schedules as a means of controlling inventory and reducing costs. In the six months ended June 30, 2001, positive cash flows from operating activities of $22.2 million resulted largely from a decrease in inventories. The decrease in inventory is the result of a concerted effort by management to reduce inventories. The Company has invested $7.8 million in capital expenditures in the first six months of 2001. The expenditures represent various equipment purchases and building improvements to enhance production capabilities. The Company estimates that its total capital expenditures for 2001 will range between $15 million and $20 million. The Company received $5.2 million of proceeds on the sale of an airplane in the second quarter of 2001. During the first six months of 2001, the Company made payments of $5.0 million on its $175 million revolving credit facility. During the second quarter of 2001, the Company repurchased in the open market and retired $13.3 million of senior subordinated debt due 2007. The cash outlay for this early retirement of debt was $8.9 million resulting in a pretax gain of $4.4 million. At June 30, 2001, the Company had cash and cash equivalents of $21.6 million and debt outstanding of $55.0 million under its $175 million credit facility. The Company continually reviews its borrowing structure to best match the Company's requirements with market conditions. Cash on hand, anticipated internal cash flows and utilization of remaining available borrowing are expected to provide sufficient liquidity for working capital needs, capital expenditures and acquisitions for the near term. 12
15 TITAN INTERNATIONAL, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OUTLOOK Agricultural market sales are expected to be the same or slightly lower for the remainder of 2001 as compared to 2000 due to economic conditions and the large OEMs continuing to reduce inventory balances. Sales for the earthmoving/construction market, which have been essentially even with 2000 figures in the first half of 2001, are expected to be slightly lower than last year for the remainder of 2001 as a result of the economic slowdown in the United States. Sales in the consumer market are expected to be lower than last year based on the Company exiting the OEM wheel and tire business for lawn and garden equipment and ATVs in the second quarter of 2000. However, Titan remains active in the ATV tire aftermarket and continues to explore new distribution channels and develop innovative ATV products. The Company is developing relationships to supply private branded tires to OEMs in the agricultural and earthmoving/construction markets. As these relationships develop, Titan would expect an increase in market share in these segments. The Company expects sales of LSW assemblies to increase as development efforts continue with OEM and aftermarket customers. Titan is focusing the LSW assemblies on specialty wheels and tires, which will provide benefits to the customers and increased margins for the Company. In August of 2001, the Company and the United Steelworkers of America (USWA) leadership reached a tentative agreement on the terms and conditions of a five year plus contract for the Company's Des Moines, Iowa facility. To become effective, the USWA Local 164 membership must ratify the proposal and some outstanding issues must be resolved, including a back-to-work agreement. The employees at this facility have been on strike since the expiration of their collective bargaining agreement in April 1998. MARKET RISK SENSITIVE INSTRUMENTS The Company's risks related to foreign currencies, commodity prices and interest rates are consistent with those for 2000. 13
16 TITAN INTERNATIONAL, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS NEW ACCOUNTING STANDARDS Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133), as amended by Statements of Financial Accounting Standards Nos. 137 and 138, was adopted on January 1, 2001. The Company does not utilize derivatives to manage interest rate, commodities or currency risks, therefore, there was no material impact resulting from the adoption of SFAS 133 on its financial position, cash flows or results of operations. Statement of Financial Accounting Standards No. 142, "Goodwill & Other Intangible Assets" (SFAS 142), will be adopted in the first quarter of 2002. Under SFAS 142, goodwill will be written off when impaired as opposed to being amortized. The Company is evaluating the effect SFAS 142 will have on its financial position, cash flows, and results of operations. SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Form 10-Q contains forward-looking statements, including statements regarding, among other items, (i) anticipated trends in the Company's business, (ii) future expenditures for capital projects, (iii) the Company's ability to continue to control costs and maintain quality, (iv) the Company's business strategies, including its intention to introduce new products and (v) the Company's intention to consider and pursue acquisitions. These forward-looking statements are based partially on the Company's expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Company's control. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, (i) changes in the Company's end-user markets as a result of world economic or regulatory influences, (ii) changes in the competitive marketplace, including new products and pricing changes by the Company's competitors, or (iii) changes regarding the effects of implementation of the Euro. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this document will in fact transpire. 14
17 TITAN INTERNATIONAL, INC. PART II. OTHER INFORMATION ITEMS 1 THROUGH 3 ARE NOT APPLICABLE. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its Annual Meeting of Stockholders on May 17, 2001, for the purpose of electing two directors to serve for three-year terms and approving the appointment of independent auditors. All the nominees for directors as listed in the proxy statement were elected with the following vote: <TABLE> <CAPTION> Shares Shares Voted For Withheld --------- -------- <S> <C> <C> Edwin J Campbell 19,588,362 225,444 Maurice M Taylor, Jr 18,814,140 999,666 </TABLE> The appointment of PricewaterhouseCoopers LLP as independent auditors was approved by the following vote: <TABLE> <CAPTION> Shares Shares Shares Voted For Against Abstaining --------- ------- ---------- <S> <C> <C> 19,646,873 160,865 6,068 </TABLE> ITEMS 5 AND 6 ARE NOT APPLICABLE. 15
18 TITAN INTERNATIONAL, INC. PART II. OTHER INFORMATION SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TITAN INTERNATIONAL, INC. (REGISTRANT) DATE: August 10, 2001 BY: /s/ Kent W. Hackamack ------------------- ------------------------------------ Kent W. Hackamack Vice President of Finance and Treasurer (Principal Financial Officer and Principal Accounting Officer) 16