Exhibit 99.2
TITAN INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
The following Titan International, Inc. (Titan or the Company) unaudited pro forma consolidated condensed balance sheet as of September 30, 2005, and unaudited pro forma consolidated condensed statement of operations for the year ended December 31, 2004, and the nine months ended September 30, 2005, give effect to the acquisition of the Goodyear North American farm tire assets. The pro forma consolidated condensed balance sheet is presented as if the transaction had occurred on September 30, 2005, and the pro forma consolidated condensed statements of operations are presented as if the transaction had occurred on January 1, 2004.
The pro forma balance sheet and the pro forma statements of operations were derived by adjusting the historical financial statements of the Company. The adjustments are based on currently available information and, therefore, the actual adjustments may differ from the pro forma adjustments.
The pro forma statements of operations have also been derived from The Goodyear Tire & Rubber Company’s (seller) North American farm tire asset historical accounting records and are presented on a carve-out basis to include the historical operations applicable to the Freeport, Illinois, facility. The historical combined statements of revenue, cost of goods sold, and direct operating expenses vary from an income statement in that they do not show certain expenses that were incurred in connection with the seller’s ownership of the acquired assets, including interest, corporate expenses, and income taxes. The seller had never segregated such operating cost information related to the North American farm tire assets for financial reporting purposes and, therefore, any pro forma allocation would not be a reliable estimate of what these costs would actually have been had the Goodyear North American farm tire assets been operated as a stand alone entity.
The pro forma consolidated condensed financial statements should be read in conjunction with the historical consolidated financial statements and the related notes thereto included in the Titan International, Inc. 2004 Annual Report on Form 10-K and the September 30, 2005, Quarterly Report on Form 10-Q.
The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisition of assets actually occurred on the dates assumed nor is it necessarily indicative of Titan International, Inc.’s future consolidated results of operations or financial position.
TITAN INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, 2005
(Amounts in thousands)
Historical | Pro Forma | Pro Forma | |||||||||||
Assets | Titan | Adjustments | Titan | ||||||||||
Current assets | |||||||||||||
Cash and cash equivalents | $ | 594 | $ | 0 | $ | 594 | |||||||
Accounts receivable | 56,553 | 0 | 56,553 | ||||||||||
Inventories | 78,941 | 40,246 | (a | ) | 119,187 | ||||||||
Deferred income taxes | 6,711 | 0 | 6,711 | ||||||||||
Prepaid and other current assets | 13,907 | 4,680 | (a | ) | 18,587 | ||||||||
Total current assets | 156,706 | 44,926 | 201,632 | ||||||||||
Property, plant and equipment, net | 69,929 | 55,074 | (a | ) | 125,003 | ||||||||
Idled assets marketed for sale | 26,574 | 0 | 26,574 | ||||||||||
Investment in unconsolidated affiliate | 28,855 | 0 | 28,855 | ||||||||||
Restricted cash deposits | 24,500 | 0 | 24,500 | ||||||||||
Goodwill | 11,702 | 0 | 11,702 | ||||||||||
Other assets | 18,658 | 0 | 18,658 | ||||||||||
Total assets | $ | 336,924 | $ | 100,000 | $ | 436,924 | |||||||
Liabilities and Stockholders’ Equity | |||||||||||||
Current liabilities | |||||||||||||
Short-term debt (including current portion of LT debt) | $ | 141 | $ | 0 | $ | 141 | |||||||
Accounts payable | 22,773 | 0 | 22,773 | ||||||||||
Other current liabilities | 13,659 | 00 | 13,659 | ||||||||||
Total current liabilities | 36,573 | 0 | 36,573 | ||||||||||
Long-term debt | 101,887 | 100,000 | (b | ) | 201,887 | ||||||||
Deferred income taxes | 9,164 | 0 | 9,164 | ||||||||||
Other long-term liabilities | 26,320 | 0 | 26,320 | ||||||||||
Total liabilities | 173,944 | 100,000 | 273,944 | ||||||||||
Stockholders’ equity | |||||||||||||
Common stock | 30 | 0 | 30 | ||||||||||
Additional paid-in capital | 244,577 | 0 | 244,577 | ||||||||||
Retained earnings | 37,692 | 0 | 37,692 | ||||||||||
Treasury stock | (100,122 | ) | 0 | (100,122 | ) | ||||||||
Accumulated other comprehensive loss | (19,197 | ) | 0 | (19,197 | ) | ||||||||
Total stockholders’ equity | 162,980 | 0 | 162,980 | ||||||||||
Total liabilities and stockholders’ equity | $ | 336,924 | $ | 100,000 | $ | 436,924 |
TITAN INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
YEAR ENDED DECEMBER 31, 2004
(Amounts in thousands, except earnings per share data)
Goodyear | ||||||||||||||||
North | ||||||||||||||||
Historical | American | Pro Forma | Pro Forma | |||||||||||||
Titan | Farm Assets | Adjustments | Titan | |||||||||||||
Net sales | $ | 510,571 | $ | 250,741 | $ | 0 | $ | 761,312 | ||||||||
Cost of sales | 431,071 | 247,740 | (2,171 | ) | (c | ) | 676,640 | |||||||||
Gross profit | 79,500 | 3,001 | 2,171 | 84,672 | ||||||||||||
Selling, general & administrative expenses | 36,040 | 8,957 | 7,904 | (d | ) | 52,901 | ||||||||||
Research and development expenses | 1,875 | 524 | 0 | 2,399 | ||||||||||||
Idled assets marketed for sale depreciation | 5,275 | 0 | 0 | 5,275 | ||||||||||||
Goodwill impairment on Titan Europe | 2,988 | 0 | 0 | 2,988 | ||||||||||||
Income (loss) from operations | 33,322 | (6,480 | ) | (5,733 | ) | 21,109 | ||||||||||
Interest expense | (16,159 | ) | 0 | (4,414 | ) | (e | ) | (20,573 | ) | |||||||
Debt termination expense | (3,654 | ) | 0 | 0 | (3,654 | ) | ||||||||||
Equity income from unconsolidated affiliate | 1,278 | 0 | 0 | 1,278 | ||||||||||||
Other income | 428 | 0 | 0 | 428 | ||||||||||||
Income (loss) before income taxes | 15,215 | (6,480 | ) | (10,147 | ) | (1,412 | ) | |||||||||
Provision for income taxes | 4,108 | 0 | 0 | (f | ) | 4,108 | ||||||||||
Net income (loss) | $ | 11,107 | $ | (6,480 | ) | $ | (10,147 | ) | $ | (5,520 | ) | |||||
Earnings (loss) per common share: | ||||||||||||||||
Basic | $ | .62 | $ | (.31 | ) | |||||||||||
Diluted | .61 | (.31 | ) | |||||||||||||
Average common shares outstanding: | ||||||||||||||||
Basic | 17,798 | 17,798 | ||||||||||||||
Diluted (g) | 21,574 | 17,874 |
TITAN INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2005
(Amounts in thousands, except earnings per share data)
Goodyear | ||||||||||||||||
North | ||||||||||||||||
Historical | American | Pro Forma | Pro Forma | |||||||||||||
Titan | Farm Assets | Adjustments | Titan | |||||||||||||
Net sales | $ | 373,550 | $ | 191,082 | $ | 0 | $ | 564,632 | ||||||||
Cost of sales | 315,994 | 175,101 | (774 | ) | (c | ) | 490,321 | |||||||||
Gross profit | 57,556 | 15,981 | 774 | 74,311 | ||||||||||||
Selling, general & administrative expenses | 23,658 | 5,708 | 6,422 | (d | ) | 35,788 | ||||||||||
Research and development expenses | 598 | 171 | 0 | 769 | ||||||||||||
Idled assets marketed for sale depreciation | 3,992 | 0 | 0 | 3,992 | ||||||||||||
Income from operations | 29,308 | 10,102 | (5,648 | ) | 33,762 | |||||||||||
Interest expense | (6,723 | ) | 0 | (4,511 | ) | (h | ) | (11,234 | ) | |||||||
Noncash convertible debt conversion charge | (7,225 | ) | 0 | 0 | (7,225 | ) | ||||||||||
Equity income from unconsolidated affiliate | 2,360 | 0 | 0 | 2,360 | ||||||||||||
Other expense | (1,137 | ) | 0 | 0 | (1,137 | ) | ||||||||||
Income before income taxes | 16,583 | 10,102 | (10,159 | ) | 16,526 | |||||||||||
Provision for income taxes | 0 | 0 | 0 | (i | ) | 0 | ||||||||||
Net income | $ | 16,583 | $ | 10,102 | $ | (10,159 | ) | $ | 16,526 | |||||||
Earnings per common share: | ||||||||||||||||
Basic | $ | .94 | $ | .94 | ||||||||||||
Diluted | .83 | .83 | ||||||||||||||
Average common shares outstanding: | ||||||||||||||||
Basic | 17,570 | 17,570 | ||||||||||||||
Diluted | 25,298 | 25,298 |
TITAN INTERNATIONAL, INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
UNAUDITED
(a) | To record the Goodyear North American farm tire assets based on the Company’s initial allocation of the purchase price of $100 million into the categories of (i) inventories of $40.2 million; (ii) prepaid and other current assets of $4.7 million; and (iii) plant, property and equipment of $55.1 million. The inventories and prepaid and other current assets have been stated at their fair value with the remaining purchase price allocated to the plant, property and equipment on a prorated basis. The final allocation by the Company may differ from the allocation reflected herein. |
(b) | To record debt incurred to fund the purchase of the Goodyear North American farm tire assets. |
(c) | To record the difference in depreciation between the actual depreciation recorded on the Goodyear North American farm tire assets and the calculated amount if the Company had acquired these assets on January 1, 2004. The difference is the result of differing asset values and lives. The Company uses straight-line depreciation with the following lives: Buildings - 25 years; Machinery & Equipment - 10 years; Tools, Dies and Molds - 5 years. |
(d) | To record 2% trademark and technology royalty on certain tire sales pursuant to the related purchase agreement. |
(e) | To record the additional interest for the year ended December 31, 2004. Interest is calculated using a rate of 4.41% derived from the terms of the Company’s current revolving credit facility, which is based on LIBOR plus 3%. The pro forma adjustment for interest would have been one hundred twenty-five thousand dollars ($125,000) higher or lower if the interest rate had been 1/8% higher or lower. |
(f) | No pro forma tax benefit as the historical provision of $4,108 primarily related to repatriated foreign earnings as well as tax provision for foreign jurisdictions, and there was a valuation allowance against the net deferred tax asset at December 31, 2004. |
(g) | As a result of the lower pro forma income amount, convertible notes which were dilutive in the historical Titan results were not dilutive in the pro forma Titan results. This accounts for the large difference in the number of diluted shares outstanding. |
(h) | To record the additional interest for the nine months ended September 30, 2005. Interest is calculated using a rate of 6.03% derived from the terms of the Company’s current revolving credit facility, which is based on LIBOR plus 3%. The pro forma adjustment for interest would have been ninety-three thousand dollars ($93,000) higher or lower if the interest rate had been 1/8% higher or lower. |
(i) | No pro forma tax benefit as there was a valuation allowance against the net deferred tax asset at September 30, 2005. |