TITAN INTERNATIONAL INC
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0000899751-26-000063
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0000899751-26-000083
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 160 previous paragraphs and 167 current paragraphs.
92 unchanged; 49 reworded; 25 added; 19 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
The Divestiture of the ITM Business
Current report
On September 21, 2026, the Company executed a Sale and Purchase Agreement (the Purchase Agreement) to sell 100% of its subsidiary Italtractor ITM S.p.A (ITM). The divestiture of the ITM business (the Sale of the Undercarriage Business) meets the held for sale criteria for the nine months ended September 30, 2026 and is presented as discontinued operations for all periods presented. For further information, refer to Note 2 to our condensed consolidated financial statements. We currently expect to close the Sale of the Undercarriage Business in the first quarter of 2027.
Current report
•expectations regarding the Sale of the Undercarriage Business, including the expected timing of the closing of that sale, and the use of proceeds from such sale;
Current report
•risks and uncertainties associated with the proposed Sale of the Undercarriage Business, including the timing and ability to complete the transaction, satisfaction of closing conditions, the realization of anticipated benefits from the transaction and application of the proceeds from the sale;
Current report
Net sales for the nine months ended September 30, 2026 were $1,096.6 million, compared to $1,086.8 million in the comparable period of 2025. The increase was primarily driven by favorable pricing reflecting higher input costs, improved product mix, and favorable foreign currency translation, which increased net sales by approximately 1.5%, primarily due to the strengthening of the Brazilian real against the U.S. dollar. These increases were partially offset by lower sales volumes in the agricultural segment, reflecting softer end-market demand.
Current report
Gross profit for the three months ended September 30, 2026 was $49.4 million, or 14.7% of net sales, compared to $56.1 million, or 15.7% of net sales, for the three months ended September 30, 2025. The changes in gross profit and margin were due to lower fixed cost leverage resulting from reduced volumes, as well as inflationary pressures on raw materials and other input costs.
Current report
Gross profit for the nine months ended September 30, 2026 was $164.3 million, or 15.0% of net sales, compared to $164.1 million, or 15.1% of net sales, for the nine months ended September 30, 2025. The gross profit and gross margin for the nine months ended September 30, 2026 were comparable to prior year.
Current report
Restructuring and Other Charges
Current report
(Loss) Income from Operations
Current report
Loss from operations for the three months ended September 30, 2026 was $1.0 million, compared to income from operations of $3.7 million for the three months ended September 30, 2025, primarily due to lower gross profit discussed above.
Current report
Foreign Exchange Loss
Current report
Other Income (Loss)
Current report
Other income was $0.3 million for the three months ended September 30, 2026, as compared to other loss of $2.5 million in the comparable period of 2025. This change was primarily attributable to a $2.9 million charge in 2025 related to the write-off of assets that were associated with the reimbursement of premiums paid under certain life insurance policies held for certain owners of a previously acquired business.
Current report
Provision (Benefit) for Income Taxes
Current report
Net Loss and Loss per Share from Continuing Operations
Current report
Net loss from continuing operations for the nine months ended September 30, 2026 was $37.8 million, compared to net loss from continuing operations of $18.4 million for the same period in 2025. Basic and diluted loss from continuing operations per share was $0.59 for the nine months ended September 30, 2026, compared to basic and diluted loss from continuing operations per share of $0.29 in the prior year period. The change in net loss and loss per share was primarily attributable to the factors discussed above.
Current report
Net (Loss) Income from Discontinued Operations
Current report
Net loss from discontinued operations for the three and nine months ended September 30, 2026 were $33.7 million and $22.6 million, respectively. Net income from discontinued operations for the three and nine months ended September 30, 2025 were $5.3 million and $12.4 million, respectively. The discontinued operations operating results reflect amounts attributed to the ITM business. The change in the results of operations for the ITM business for each of the three months and nine months ended September 30, 2026, compared to the prior year periods, was primarily attributable to an estimated pre-tax loss of approximately $38.5 million recognized in connection with the planned sale of ITM. See Part I, Item 1, Note 2, Discontinued Operations for more information.
Current report
Net loss for the three months ended September 30, 2026 was $42.5 million, compared to net loss of $2.5 million for the same period in 2025. Basic and diluted loss per share was $0.66 for the three months ended September 30, 2026, compared to basic and diluted loss per share of $0.04 in the prior year period. The change in net loss and loss per share was primarily driven by the factors discussed above.
Current report
Consumer segment net sales were $120.9 million for the three months ended September 30, 2026, as compared to $125.0 million for the three months ended September 30, 2025. The change was primarily driven by lower sales volumes in the Titan Specialty business, reflecting lower customer demand compared to the prior year period. The prior year period benefited from a shift in customer order timing from the second quarter to the third quarter resulting from tariff policies in effect at that time.
Current report
Consumer segment net sales were $397.1 million for the nine months ended September 30, 2026, as compared to $374.7 million for the nine months ended September 30, 2025. The increase was primarily driven by favorable pricing and product mix, reflecting actions taken to offset higher input costs, as well as higher sales volumes resulting from improved customer demand compared to the prior year period. Net sales also benefited from favorable foreign currency translation, which increased reported sales by approximately 1.1%.
Current report
The Company's earthmoving/construction segment net sales were $57.4 million for the three months ended September 30, 2026, as compared to $54.7 million in the comparable period in 2025. The increase was driven by higher sales volumes in Europe reflecting recent business awards and increased market share, and pricing actions implemented to offset higher input costs. In addition, favorable foreign currency translation increased net sales by approximately 0.7% between periods.
Current report
The Company's earthmoving/construction segment net sales were $180.9 million for the nine months ended September 30, 2026, as compared to $163.2 million in the comparable period in 2025. The increase was primarily driven by higher sales volumes, reflecting stronger customer demand in both the European and Americas markets, and pricing actions to offset higher input costs. Net sales also benefited from favorable foreign currency translation, which increased net sales by approximately 2.0% during the period.
Current report
Segment profit excludes unallocated corporate expenses of $8.5 million and $23.4 million for the three and nine months ended September 30, 2026, respectively, compared to $7.2 million and $22.8 million for the three and nine months ended September 30, 2025, respectively. Unallocated corporate expenses primarily consist of corporate selling, general and administrative expenses. The increases for the three and nine month periods ended September 30, 2026, were primarily driven by higher research and development expenditures and increased software related costs.
Current report
During the nine months ended September 30, 2026 and 2025 cash flows provided by operating activities of continuing operations were $19.3 million and $1.8 million, respectively, primarily reflecting favorable changes in working capital, partially offset by other operating activities.
Removed paragraphs (19)
Previous report
Net sales for the six months ended June 30, 2026 were $989.8 million, compared to $951.5 million in the comparable period of 2025. The increase was supported by favorable pricing due to higher input costs, and an improved product mix, and was primarily driven by favorable foreign currency translation, which contributed approximately 3.1% to net sales growth, largely due to the strengthening of the Brazilian real and euro against the U.S. dollar.
Previous report
Gross profit for the three months ended June 30, 2026 was $74.9 million, or 15.5% of net sales, compared to $69.3 million, or 15.0% of net sales, for the three months ended June 30, 2025. Gross profit for the six months ended June 30, 2026 was $146.4 million, or 14.8% of net sales, compared to $137.9 million, or 14.5% of net sales, for the six months ended June 30, 2025. The increase in gross profit and gross margin in each of the three and six months periods ended June 30, 2026 as compared to the applicable prior period was driven by cost reduction initiatives continuing to be executed across our global production facilities and $6.0 million of net IEEPA tariff refund recoveries, which were recorded as a reduction of cost of goods sold.
Previous report
Selling, general and administrative expenses for the six months ended June 30, 2026 were $105.1 million, or 10.6% of net sales, compared to $102.2 million, or 10.7% of net sales, for the six months ended June 30, 2025. The increase in SG&A expenses was primarily attributable to inflationary cost impacts, including higher personnel-related costs. As a percentage of net sales, SG&A expense decreased compared to the prior year period, reflecting improved leverage on a higher sales base and continued cost discipline across the organization.
Previous report
Restructuring and Impairment Expenses
Previous report
Income (Loss) from Operations
Previous report
Income from operations for the three months ended June 30, 2026 was $13.3 million, compared to income from operations of $10.2 million for the three months ended June 30, 2025. The increase in income from operations was primarily driven by the improvement in gross profit discussed above, net tariff refund recoveries, and the continued benefits of cost reduction and productivity initiatives across the Company's global manufacturing operations.
Previous report
Interest expense was $19.9 million and $19.2 million for the six months ended June 30, 2026 and 2025, respectively, remaining generally consistent year over year.
Previous report
Foreign Exchange Gain (Loss)
Previous report
Other Income
Previous report
Other income was $0.5 million for the three months ended June 30, 2026, as compared to other income of $1.1 million in the comparable period of 2025. This change was mainly due to a $0.6 million loss on asset disposals recorded during the second quarter of 2026.
Previous report
Provision for Income Taxes
Previous report
Net Income (Loss) and Earnings (Loss) per Share
Previous report
The Company's earthmoving/construction segment net sales were $154.5 million for the three months ended June 30, 2026, as compared to $152.3 million in the comparable period in 2025. The increase was driven by favorable foreign currency translation, which increased net sales by approximately 3.2%. This benefit was partially offset by lower sales volumes in North America, which primarily reflected the timing of demand among certain construction OEM customers.
Previous report
The Company's earthmoving/construction segment net sales were $314.0 million for the six months ended June 30, 2026, as compared to $295.6 million in the comparable period in 2025. The increase was supported by demand in the Europe Wheel and Americas businesses, reflecting stronger demand from customers in those markets, and was primarily driven by favorable foreign currency translation, which increased net sales by approximately 4.6%.
Previous report
Consumer segment net sales were $146.6 million for the three months ended June 30, 2026, as compared to $115.3 million for the three months ended June 30, 2025. The increase was primarily driven by higher sales volumes in the Titan Specialty business, reflecting improved customer demand compared to the prior-year period, which was impacted by a temporary slowdown related to tariff uncertainty. The increase also benefited from favorable pricing, reflecting higher input costs and a positive foreign currency translation impact of approximately 1.2%.
Previous report
Consumer segment net sales were $293.8 million for the six months ended June 30, 2026, as compared to $264.9 million for the six months ended June 30, 2025. The increase was primarily driven by higher sales volumes, reflecting improved demand compared to the prior year period, discussed above. The increase also benefited from favorable pricing, reflecting higher input costs, and a positive foreign currency translation impact of approximately 1.8%.
Previous report
Income from operations on a segment basis did not include unallocated corporate expenses of $7.2 million and $14.9 million for the three and six months ended June 30, 2026, respectively, as compared to $7.5 million and $15.6 million for the three and six months ended June 30, 2025, respectively. Unallocated expenses are primarily comprised of corporate selling, general and administrative expenses. The decrease for the three months ended June 30, 2026 was mainly driven by lower professional service fees and software expenses. The decrease for the six months ended June 30, 2026 was primarily attributable to lower professional service fees.
Previous report
During the six months ended June 30, 2026, cash flows used for operating activities were $7.4 million. This cash outflow was primarily driven by an increase in working capital. The increase in accounts receivable was largely attributable to seasonality, as sales increased by $74.3 million during the second quarter of 2026 compared to the fourth quarter of 2025. In response to higher operating activity, accounts payable also increased during the second quarter of 2026 compared to year end 2025. Inventory levels increased modestly to support customer demand, while inventory management initiatives contributed to lower days inventory outstanding compared with the prior year.
Previous report
Cash used for operating activities increased by $16.9 million when comparing the six months ended June 30, 2026 to the comparable period in 2025, primarily due to working capital changes.
Reworded paragraphs (49)
Previous wording
•expectations with respect to the end-user markets into which the Company sells its products (including agricultural equipment, earthmoving/construction equipment, and consumer products);
Current wording
•expectations with respect to the end-user markets into which the Company sells its products (including agricultural equipment, consumer products and earthmoving/construction equipment);
Previous wording
Titan is a global wheel, tire, and undercarriage industrial manufacturer and supplier that services customers across the globe. As a leading manufacturer in the off-highway industry, Titan 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. Titan manufactures and sells certain tires under the Goodyear Farm Tire, Titan Tire, Carlstar and Voltyre-Prom Tire brands and has research and development facilities to validate tire and wheel designs. Carlstar sells tire products under the Carlisle® brand under a long-term license agreement that expires in 2033 and also sells tires under other recognized brand names, including ITP®, Trail Wolf®, Links®, USA Trail® and Carlisle Radial Trail HD™ highway trailer tires.
Current wording
Titan is a global wheel and tire industrial manufacturer and supplier that services customers across the globe. Following the completion of the Sale of the Undercarriage Business, the Company does not expect to be engaged in the sale of undercarriage systems, components or solutions. As a leading manufacturer in the off-highway industry, Titan produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, consumer and earthmoving/construction markets. Titan manufactures and sells certain tires under the Goodyear Farm Tire, Titan Tire, Carlstar and Voltyre-Prom Tire brands and has research and development facilities to validate tire and wheel designs. Carlstar sells tire products under the Carlisle® brand under a long-term license agreement that expires in 2033 and also sells tires under other recognized brand names, including ITP®, Trail Wolf®, Links®, USA Trail® and Carlisle Radial Trail HD™ highway trailer tires.
Previous wording
Earthmoving/Construction Segment: The Company manufactures wheels, tires, and undercarriage systems and components for various types of OTR earthmoving, mining, military, construction, and forestry equipment, including skid steers, aerial lifts, cranes, graders and levelers, scrapers, self-propelled shovel loaders, articulated dump trucks, load transporters, haul trucks, backhoe loaders, crawler tractors, lattice cranes, shovels, and hydraulic excavators. The Company provides OEM and aftermarket customers with a broad range of earthmoving/construction wheels ranging in diameter from 15 to 63 inches and in weight from 125 pounds to 7,000 pounds. The 63-inch diameter wheel is the largest manufactured for the global earthmoving/construction market. Titan’s earthmoving/construction tires are offered in the Titan brand and range from approximately three feet to approximately 13 feet in outside diameter and in weight from 50 pounds to 12,500 pounds. Earthmoving/construction tires offered by Titan serve virtually every off-road application in the industry with some of the highest load requirements in the most severe applications. The Company also offers the added value of wheel and tire assembly for certain applications in the earthmoving/construction segment.
Current wording
Earthmoving/Construction Segment: The Company manufactures wheels, tires, and components for various types of OTR earthmoving, mining, military, construction, and forestry equipment, including skid steers, aerial lifts, cranes, graders and levelers, scrapers, self-propelled shovel loaders, articulated dump trucks, load transporters, haul trucks, backhoe loaders, lattice cranes, and hydraulic excavators. The Company provides OEM and aftermarket customers with a broad range of earthmoving/construction wheels ranging in diameter from 15 to 63 inches and in weight from 125 pounds to 7,000 pounds. The 63-inch diameter wheel is the largest manufactured for the global earthmoving/construction market. Titan’s earthmoving/construction tires are offered in the Titan brand and range from approximately three feet to approximately 13 feet in outside diameter and in weight from 50 pounds to 12,500 pounds. Earthmoving/construction tires offered by Titan serve virtually every off-road application in the industry with some of the highest load requirements in the most severe applications. The Company also offers the added value of wheel and tire assembly for certain applications in the earthmoving/construction segment.
Previous wording
The Company’s top customers, including global leaders in agricultural and construction equipment manufacturing, have been purchasing products from Titan or its predecessors for numerous years. Customers including AGCO Corporation, Caterpillar Inc., CNH Global N.V., Deere & Company, Hitachi, Ltd., Kubota Corporation, Liebherr, and Volvo have helped sustain Titan’s market leading position in wheel, tire, assembly, and undercarriage products.
Current wording
The Company’s top customers, including global leaders in agricultural and construction equipment manufacturing, have been purchasing products from Titan or its predecessors for numerous years. Customers including AGCO Corporation, Caterpillar Inc., CNH Global N.V., Deere & Company, Hitachi, Ltd., Kubota Corporation, Liebherr, and Volvo have helped sustain Titan’s market leading position in wheel, tire and assembly.
Previous wording
The agricultural market continues to be influenced by commodity prices, farm income levels, interest rates, farmer sentiment, and evolving global trade conditions. End-customer demand across North America and Europe remains mixed, with relatively stronger demand for smaller agricultural equipment, while demand for larger agricultural equipment remains below historical levels. OEMs also continue to manage production schedules and dealer inventory levels in response to market conditions. Recent trade policy developments and tariff-related uncertainty have contributed to cautious purchasing decisions in certain regions. Despite this environment, Titan believes it remains well positioned relative to many competitors due to its manufacturing footprint and local production capabilities in the key markets it serves.
Current wording
The agricultural market continues to be influenced by commodity prices, farm income levels, interest rates, farmer sentiment, higher input costs and evolving global trade conditions. In Europe, market conditions remain mixed, with recent business wins supporting increases in demand, while broader macroeconomic factors continue to impact overall agricultural equipment demand levels. In North America, agricultural equipment demand remains soft, particularly for larger equipment, as lower farm income and cautious purchasing activity continue to weigh on replacement demand. In Latin America, agricultural equipment demand remains soft, as election-related uncertainty and cautious purchasing activity continue to weigh on the market, while OEMs have reduced production levels in response to current demand conditions. OEMs also continue to manage production schedules and dealer inventory levels in response to soft market conditions. Recent trade policy developments and tariff-related uncertainty have contributed to cautious purchasing decisions in certain regions. Despite this environment, Titan believes it remains well positioned relative to many competitors due to its manufacturing footprint and local production capabilities in the key markets it serves.
Previous wording
The consumer market consists of several product lines across multiple regions, including specialty tires and related products marketed under the Carlstar, ITP, and Marastar brands for powersports, outdoor power equipment, and high-speed trailer applications. The segment also includes light truck tires sold into Latin America, as well as other specialty products, including custom rubber compounding and train brake components. Demand across the Consumer segment is expected to remain stable through the remainder of 2026, particularly in North America, although the pace of growth may vary based on consumer spending trends, interest rates, inflation, government policies, geopolitical developments, and broader economic conditions. Titan believes its manufacturing capabilities and strategically positioned supplier network provide the flexibility to respond to evolving market conditions.
Current wording
The consumer market consists of several product lines across multiple regions, including specialty tires and related products marketed under the Carlstar, ITP, and Marastar brands for powersports, outdoor power equipment, and high-speed trailer applications. The segment also includes light truck tires sold into Latin America, as well as other specialty products, including custom rubber compounding and train brake components. Demand across the Consumer segment is expected to remain stable through the remainder of 2026, particularly in North America, although customer demand may vary based on consumer spending trends, interest rates, inflation, government policies, geopolitical developments, and broader economic conditions. Titan believes its manufacturing capabilities and strategically positioned supplier network provide the flexibility to respond to evolving market conditions.
Previous wording
The earthmoving/construction market is influenced by a variety of factors, including commodity prices, infrastructure spending, road construction activity, housing starts, government appropriations, geopolitical developments, and broader economic conditions. The construction market is primarily driven by country-specific GDP and infrastructure development activity. Demand has shown signs of improvement in certain OEM channels, although the pace and sustainability of that improvement remain dependent on mining capital spending and overall economic activity in the markets served by Titan. Activity within the mining sector remains favorable, supported by continued demand for commodities and investment in natural resource development. Mineral commodity prices also remain supportive of intermediate- and long-term growth prospects. However, changing economic conditions and other market factors may affect demand for the Company's earthmoving/construction products in any given period.
Current wording
The earthmoving/construction market is influenced by a variety of factors, including commodity prices, infrastructure spending, road construction activity, housing starts, government appropriations, geopolitical developments, and broader economic conditions. The construction market is primarily driven by country-specific GDP and infrastructure development activity. Following the announced sale of ITM, the Company's Earthmoving/Construction segment is principally focused on its wheel and tire businesses serving the construction, industrial, mining, and related end markets. Demand in these markets is driven by equipment utilization rates, fleet replacement cycles, capital spending levels, and infrastructure investment. While demand has shown signs of improvement in certain OEM channels, the pace and sustainability of that improvement remain dependent on overall economic conditions and customer investment levels in the markets served by Titan. Macroeconomic conditions and other market factors may affect demand for the Company's earthmoving/construction products in any given period.
Previous wording
Net sales for the three months ended June 30, 2026 were $484.8 million, compared to $460.8 million in the comparable period of 2025. Net sales was primarily driven by higher sales volumes in the Titan Specialty business, reflecting improved demand compared to the prior year period. The increase was also contributed by favorable pricing, which reflected higher input costs, and an improved product mix. In addition, the increase benefited from favorable foreign currency translation, which contributed approximately 2.4% to net sales growth, largely due to the strengthening of the Brazilian real against the U.S. dollar.
Current wording
Net sales for the three months ended September 30, 2026 were $335.2 million, compared to $357.3 million in the comparable period of 2025, primarily due to lower sales volumes resulting from reduced end‑market demand due to weak market conditions, partially offset by favorable pricing, which reflected higher input costs and improved product mix. In addition, favorable foreign currency translation contributed approximately 0.2% to net sales growth.
Previous wording
Selling, general and administrative expenses (SG&A) for the three months ended June 30, 2026 were $52.7 million, or 10.9% of net sales, compared to $52.4 million, or 11.4% of net sales, for the three months ended June 30, 2025. The SG&A expenses were comparable to the prior year period. As a percentage of net sales, SG&A expense decreased due to higher sales volumes and continued focus on cost management initiatives.
Current wording
Selling, general and administrative expenses (SG&A) for the three months ended September 30, 2026 were $43.0 million, or 12.8% of net sales, compared to $45.8 million, or 12.8% of net sales, for the three months ended September 30, 2025. Selling, general and administrative expenses for the nine months ended September 30, 2026 were $131.8 million, or 12.0% of net sales, compared to $133.7 million, or 12.3% of net sales, for the nine months ended September 30, 2025. The SG&A expense decrease was due to continued focus on cost reduction initiatives.
Previous wording
Research and development (R&D) expenses for the three months ended June 30, 2026 were $5.4 million, or 1.1% of net sales, compared to $4.3 million, or 0.9% of net sales, for the comparable period in 2025. Research and development expenses for the six months ended June 30, 2026 were $10.7 million, or 1.1% of net sales, compared to $8.9 million, or 0.9% of net sales, for the comparable period in 2025. The increase in R&D expenses in each of the three and six months periods ended June 30, 2026 as compared to the applicable prior period was primarily driven by ongoing initiatives to enhance product designs and support innovation and quality improvement efforts, as well as inflationary cost impacts, including higher personnel-related costs.
Current wording
Research and development (R&D) expenses for the three months ended September 30, 2026 were $3.3 million, or 1.0% of net sales, compared to $3.1 million, or 0.9% of net sales, for the comparable period in 2025. Research and development expenses for the nine months ended September 30, 2026 were $10.2 million, or 0.9% of net sales, compared to $8.8 million, or 0.8% of net sales, for the comparable period in 2025. The increase in R&D expenses in each of the three and nine months ended September 30, 2026 as compared to the applicable prior period was primarily driven by ongoing initiatives to enhance product designs and support innovation and quality improvement efforts, as well as inflationary cost impacts.
Previous wording
The Company has trademark license agreements with The Goodyear Tire & Rubber Company to manufacture and sell certain farm, ATV and truck tires under the Goodyear brand. These agreements cover sales in North America, Latin America, Europe, the Middle East, Africa, Australia, New Zealand, Russia, and other Commonwealth of Independent States countries. The farm and ATV agreement is scheduled to expire in 2029 with annual renewal options following the initial term. The truck tires royalty agreement expires December 31, 2028. The Company also has a trademark license agreement with Carlisle Companies, Inc. to manufacture and sell certain tires under the Carlisle® brand. This trademark license agreement is scheduled to expire in 2033. Royalty expenses for the three months ended June 30, 2026 were $2.7 million, or 0.5% of net sales, compared to $2.4 million, or 0.5% of net sales, for the three months ended June 30, 2025. Royalty expenses for the six months ended June 30, 2026 were $5.1 million, or 0.5% of net sales, compared to $4.9 million, or 0.5% of net sales, for the six months ended June 30, 2025.
Current wording
The Company has trademark license agreements with The Goodyear Tire & Rubber Company to manufacture and sell certain farm, ATV and truck tires under the Goodyear brand. These agreements cover sales in North America, Latin America, Europe, the Middle East, Africa, Australia, New Zealand, Russia, and other Commonwealth of Independent States countries. The farm and ATV agreement is scheduled to expire in 2029 with annual renewal options following the initial term. The truck tires royalty agreement expires December 31, 2028. The Company also has a trademark license agreement with Carlisle Companies, Inc. to manufacture and sell certain tires under the Carlisle® brand. This trademark license agreement is scheduled to expire in 2033. Royalty expenses for the three months ended September 30, 2026 were $2.7 million, or 0.8% of net sales, compared to $3.4 million, or 1.0% of net sales, for the three months ended September 30, 2025. Royalty expenses for the nine months ended September 30, 2026 were $7.7 million, or 0.7% of net sales, compared to $8.3 million, or 0.8% of net sales, for the nine months ended September 30, 2025.
Previous wording
On March 18, 2026, the Company announced the consolidation of its North American production operations, which will result in the closure of its manufacturing facility in Jackson, Tennessee in October 2026. As a result, we recorded $0.8 million of restructuring expenses during the three months ended June 30, 2026 and $26.0 million of restructuring and impairment expenses during the six months ended June 30, 2026. The restructuring expense recognized during the three months period consisted primarily of severance costs associated with the elimination of certain positions. The charges recorded during the six months period consisted of $23.5 million of impairment charges related to the building ROU asset and certain manufacturing plant and equipment, as well as $2.5 million of severance costs associated with workforce reductions resulting from the consolidation initiative.
Current wording
On March 18, 2026, the Company announced the consolidation of its North American production operations, which will result in the cessation of production in its manufacturing facility in Jackson, Tennessee in the fourth quarter 2026. As a result, we recorded $1.4 million of restructuring expenses during the three months ended September 30, 2026 and $27.4 million of restructuring and other charges during the nine months ended September 30, 2026. The restructuring expense recognized during the three months period consisted primarily of severance costs associated with the elimination of certain positions. The charges recorded during the nine month period consisted of $23.5 million of impairment charges related to the building ROU asset and certain manufacturing plant and equipment, as well as $3.9 million of severance costs associated with workforce reductions resulting from the consolidation initiative.
Previous wording
Loss from operations for the six months ended June 30, 2026 was $0.5 million, compared to income from operations of $22.0 million for the six months ended June 30, 2025. The decrease in operating results was primarily attributable to the $26.0 million of restructuring and impairment charges associated with the consolidation of the Company's North American production operations, as discussed above. Excluding these charges, operating results improved over the prior year period, driven by net tariff refund recoveries and continued cost reduction and productivity initiatives.
Current wording
Loss from operations for the nine months ended September 30, 2026 was $12.8 million, compared to income from operations of $13.3 million for the nine months ended September 30, 2025. The decrease in operating results was primarily attributable to the $27.4 million of restructuring and other charges associated with the consolidation of the Company's North American production operations, as discussed above. Excluding these charges, operating results improved over the prior year period, driven by continued cost reduction and productivity initiatives.
Previous wording
Interest expense was $10.0 million and $9.7 million for the three months ended June 30, 2026 and 2025, respectively. The interest expense was comparable to the prior year period.
Current wording
Interest expense was $9.8 million and $9.7 million for the three months ended September 30, 2026 and 2025, respectively. Interest expense was $29.7 million and $28.9 million for the nine months ended September 30, 2026 and 2025, respectively. Interest expense for both the three and nine month periods ended September 30, 2026 was comparable to the corresponding prior year periods.
Previous wording
Interest income was $2.5 million for both the three months ended June 30, 2026 and 2025. Interest income was $4.7 million for both the six months ended June 30, 2026 and 2025.
Current wording
Interest income was $2.5 million and $2.7 million for the three months ended September 30, 2026 and 2025, respectively, remaining comparable to the prior year period. Interest income was $6.7 million and $6.8 million for the nine months ended September 30, 2026 and 2025, respectively. Interest income remained relatively consistent with the prior year periods.
Previous wording
Foreign exchange gain was $0.1 million for the three months ended June 30, 2026, compared to a $3.0 million loss for the three months ended June 30, 2025. The change was primarily driven by favorable translation of intercompany balances at certain foreign subsidiaries. These balances are denominated in local currencies rather than the Company’s reporting currency, the U.S. dollar, and are remeasured each reporting period based on current exchange rates, as they are expected to be settled in the future.
Current wording
Foreign exchange loss was $0.7 million for the three months ended September 30, 2026, compared to a $2.0 million loss for the three months ended September 30, 2025. The change was primarily driven by favorable translation of intercompany balances at certain foreign subsidiaries. These balances are denominated in local currencies rather than the Company’s reporting currency, the U.S. dollar, and are remeasured each reporting period based on current exchange rates, as they are expected to be settled in the future.
Previous wording
Foreign exchange gain was $1.0 million for the six months ended June 30, 2026, compared to a $4.4 million loss for the six months ended June 30, 2025. The year-over-year change was primarily driven by the same foreign currency remeasurement impacts on intercompany balances discussed above.
Current wording
Foreign exchange loss was $1.1 million for the nine months ended September 30, 2026, compared to a $4.8 million loss for the nine months ended September 30, 2025. The year-over-year change was primarily driven by the same foreign currency remeasurement impacts on intercompany balances discussed above.
Previous wording
Other income was $1.5 million for the six months ended June 30, 2026, as compared to other income of $2.3 million in the comparable period of 2025. This change was primarily attributable to the loss on asset disposals recorded during the second quarter of 2026.
Current wording
Other income was $1.5 million for the nine months ended September 30, 2026, as compared to other loss of $0.8 million in the comparable period of 2025. This change was primarily attributable to the same $2.9 million charge in 2025 discussed above.
Previous wording
The Company recorded income tax (benefit) expense of $0.0 million and $4.7 million for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded income tax expense of $4.6 million and $8.9 million, respectively. The Company's effective income tax rate was (0.1)% and 431.6% for the three months ended June 30, 2026 and 2025, respectively, and (34.9)% and 167.1% for the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the income tax expense differed each period due to an overall decrease in foreign pre-tax income slightly offset by a valuation allowance on the domestic operations, and certain discrete tax benefits recorded in 2026.
Current wording
The Company recorded income tax expense of $0.2 million and $0.0 million for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, the Company recorded income tax expense of $2.4 million and $3.9 million, respectively. The Company's effective income tax rate was (2.0)% and 0.5% for the three months ended September 30, 2026 and 2025, respectively, and (6.9)% and (27.3)% for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, the income tax expense differed between periods due to an overall decrease in pre-tax income, slightly offset by a valuation allowance on the domestic operations, and certain discrete tax benefits recorded in 2026.
Previous wording
Net income for the three months ended June 30, 2026 was $6.3 million, compared to net loss of $3.6 million for the same period in 2025. Basic and diluted earnings per share was 0.09 for the three months ended June 30, 2026, compared to basic and diluted loss per share of $0.07 in the prior year period. The improvement in net income and earnings per share was primarily driven by the factors discussed above.
Current wording
Net loss from continuing operations for the three months ended September 30, 2026 was $8.8 million, compared to net loss of $7.7 million for the same period in 2025. Basic and diluted loss from continuing operations per share was $0.14 for the three months ended September 30, 2026, compared to basic and diluted loss from continuing operations per share of $0.12 in the prior year period. The change in net income and earnings per share was primarily driven by the factors discussed above.
Previous wording
Net loss for the six months ended June 30, 2026 was $17.9 million, compared to net loss of $3.6 million for the same period in 2025. Basic and diluted loss per share was $0.29 for the six months ended June 30, 2026, compared to basic and diluted loss per share of $0.08 in the prior year period. The change in net loss and loss per share was primarily attributable to the factors discussed above.
Current wording
Net loss for the nine months ended September 30, 2026 was $60.4 million, compared to net loss of $6.0 million for the same period in 2025. Basic and diluted loss per share was $0.95 for the nine months ended September 30, 2026, compared to basic and diluted loss per share of $0.12 in the prior year period. The change in net loss and loss per share was primarily attributable to the factors discussed above.
Previous wording
Net sales in the agricultural segment were $183.6 million for the three months ended June 30, 2026, as compared to $193.2 million for the comparable period in 2025. The change was primarily due to lower sales volumes in the Americas, driven by lower farm income, higher financing costs, and continued inventory reduction initiatives by OEM customers. These factors were partially offset by favorable foreign currency translation, which increased sales by approximately 2.5%.
Current wording
Net sales in the agricultural segment were $156.9 million for the three months ended September 30, 2026, as compared to $177.6 million for the comparable period in 2025. The change was primarily due to lower sales volumes in the Americas, driven by lower farm income, higher financing costs, and continued inventory reduction initiatives by OEM and aftermarket customers.
Previous wording
Gross profit in the agricultural segment was $20.9 million for the three months ended June 30, 2026, as compared to $28.3 million in the comparable period in 2025. The change in gross profit was primarily attributable to lower sales volumes and the resulting reduction in fixed cost leverage, as well as higher material costs, primarily driven by increased steel prices.
Current wording
Gross profit in the agricultural segment was $12.0 million for the three months ended September 30, 2026, as compared to $23.4 million in the comparable period in 2025. The change was primarily attributable to lower sales volumes and the resulting reduction in fixed cost leverage, and higher material costs.
Previous wording
Income from operations in the Company's agricultural segment was $3.2 million for the three months ended June 30, 2026, as compared to income of $11.5 million for the three months ended June 30, 2025. The overall change in income from operations was primarily a result of lower gross profit discussed above.
Current wording
Loss from operations in the Company's agricultural segment was $4.0 million for the three months ended September 30, 2026, as compared to income of $5.6 million for the three months ended September 30, 2025. The overall change in (loss) income from operations was primarily a result of lower gross profit discussed above.
Previous wording
Net sales in the agricultural segment were $382.0 million for the six months ended June 30, 2026, as compared to $391.0 million for the comparable period in 2025. The change was primarily due to lower sales volumes in the Americas, driven by the same macroeconomic and industry conditions noted above. Favorable foreign currency translation, primarily resulting from the strengthening of the Brazilian real against the U.S. dollar, partially offset the decline and increased sales by approximately 2.8%.
Current wording
Net sales in the agricultural segment were $518.6 million for the nine months ended September 30, 2026, as compared to $548.8 million for the comparable period in 2025. The change was attributable to lower sales volumes in the Americas, driven by the same macroeconomic and industry conditions discussed previously. Favorable foreign currency translation, primarily resulting from the strengthening of the Brazilian real against the U.S. dollar, partially offset the decline in net sales and increased reported sales by approximately 1.6% between periods.
Previous wording
Gross profit in the agricultural segment was $44.9 million for the six months ended June 30, 2026, as compared to $52.8 million in the comparable period in 2025. The change in gross profit was primarily attributable to lower sales volumes and the resulting reduction in fixed cost leverage, as well as inflationary cost pressures, including increases in employee benefit related costs.
Current wording
Gross profit in the agricultural segment was $53.6 million for the nine months ended September 30, 2026, as compared to $72.7 million in the comparable period in 2025. The change in gross profit was primarily attributable to lower sales volumes and the resulting reduction in fixed cost leverage, as well as inflationary cost pressures.
Previous wording
Income from operations in the Company's agricultural segment was $10.7 million for the six months ended June 30, 2026, as compared to income of $20.9 million for the six months ended June 30, 2025. The change in income from operations was primarily a result of lower gross profit mentioned previously.
Current wording
Income from operations in the Company's agricultural segment was $3.5 million for the nine months ended September 30, 2026, as compared to income of $22.7 million for the nine months ended September 30, 2025. The change in income from operations was primarily a result of lower gross profit mentioned previously.
Previous wording
Gross profit from the consumer segment was $64.1 million for the six months ended June 30, 2026, as compared to $52.8 million for the six months ended June 30, 2025. The gross profit increase was driven by increased sales volumes resulting in improved fixed-cost leverage, and $4.7 million of net tariff refund recoveries recorded as a reduction of cost of goods sold.
Current wording
Gross profit from the consumer segment was $33.4 million for the three months ended September 30, 2026, as compared to $29.3 million for the three months ended September 30, 2025. The increase was primarily driven by $3.5 million of net tariff refund recoveries, which were recorded as a reduction of cost of goods sold.
Previous wording
Consumer segment income from operations was $13.0 million for the three months ended June 30, 2026, as compared to income of $3.2 million for the three months ended June 30, 2025. The increase was primarily driven by the higher gross profit.
Current wording
Consumer segment income from operations was $13.3 million for the three months ended September 30, 2026, as compared to income of $7.7 million for the three months ended September 30, 2025. The increase was primarily driven by the higher gross profit as well as cost reduction initiatives implemented at production facilities.
Previous wording
Gross profit from the consumer segment was $34.7 million for the three months ended June 30, 2026, as compared to $23.5 million for the three months ended June 30, 2025. The increase was primarily driven by higher sales volumes and the impact on fixed cost leverage, as well as $4.7 million of net tariff refund recoveries, which were recorded as a reduction of cost of goods sold.
Current wording
Gross profit from the consumer segment was $93.7 million for the nine months ended September 30, 2026, as compared to $79.6 million for the nine months ended September 30, 2025. The increase was primarily driven by higher sales volumes, which resulted in improved fixed cost leverage, as well as $8.1 million of net tariff refund recoveries recognized as a reduction of cost of goods sold.
Previous wording
Consumer segment loss from operations was $3.0 million for the six months ended June 30, 2026, as compared to income of $12.0 million for the six months ended June 30, 2025. The change was primarily attributable to $26.0 million of restructuring and impairment charges recognized during the six months ended June 30, 2026, related to the closure of the Company’s manufacturing facility in Jackson, Tennessee.
Current wording
Consumer segment income from operations was $6.9 million for the nine months ended September 30, 2026, as compared to income of $17.2 million for the nine months ended September 30, 2025. The change was primarily attributable to $27.4 million of restructuring and other charges recognized during the nine months ended September 30, 2026, related to the cessation of production of the Company’s manufacturing facility in Jackson, Tennessee. These charges were partially offset by the increased gross profit discussed above.
Previous wording
Gross profit in the earthmoving/construction segment was $19.3 million for the three months ended June 30, 2026, as compared to $17.5 million for the three months ended June 30, 2025. The increase in gross profit was mainly driven by $0.9 million of net tariff refund recoveries, as well as cost reduction and productivity initiatives implemented across the Company's production facilities.
Current wording
Gross profit in the earthmoving/construction segment was $4.1 million for the three months ended September 30, 2026, as compared to $3.3 million for the three months ended September 30, 2025. The increase in gross profit was mainly driven by higher sales volumes and productivity initiatives across the Company's production facilities.
Previous wording
The Company's earthmoving/construction segment income from operations was $4.4 million for the three months ended June 30, 2026, as compared to $3.0 million for the three months ended June 30, 2025. The increase was primarily attributable to higher gross profit mentioned previously.
Current wording
The Company's earthmoving/construction segment loss from operations was $1.8 million for the three months ended September 30, 2026, as compared to loss of $2.4 million for the three months ended September 30, 2025. The change was primarily attributable to higher gross profit mentioned previously.
Previous wording
Gross profit in the earthmoving/construction segment was $37.4 million for the six months ended June 30, 2026, as compared to $32.4 million for the six months ended June 30, 2025. The increase was primarily attributable to improved fixed cost absorption, as well as cost reduction and productivity initiatives implemented across the Company's production facilities.
Current wording
Gross profit in the earthmoving/construction segment was $16.9 million for the nine months ended September 30, 2026, as compared to $11.8 million for the nine months ended September 30, 2025. The increase was primarily driven by higher sales volumes, resulting in improved fixed cost absorption.
Previous wording
The Company's earthmoving/construction segment income from operations was $6.7 million for the six months ended June 30, 2026, as compared to $4.7 million for the six months ended June 30, 2025. The increase was primarily driven by the higher gross profit discussed above.
Current wording
The Company's earthmoving/construction segment income from operations was $0.2 million for the nine months ended September 30, 2026, as compared to loss of $3.7 million for the nine months ended September 30, 2025. The increase was primarily driven by the higher gross profit discussed above.
Previous wording
As of June 30, 2026, the Company reported $179.8 million of cash, which decreased as compared to the December 31, 2025 balance of $202.9 million, due to the net effect of the following items:
Current wording
As of September 30, 2026, the Company reported $172.8 million of cash and cash equivalents, which decreased as compared to the December 31, 2025 balance of $202.9 million, due to the net effect of the following items:
Previous wording
Summary of cash flows from operating activities:
Current wording
Summary of cash flows from operating activities of continuing operations:
Previous wording
Summary of the components of cash conversion cycle:
Current wording
Summary of the components of cash conversion cycle of continuing operations:
Previous wording
Cash conversion cycle decreased by 8 days when comparing June 30, 2026 to June 30, 2025. The improvement was primarily driven by higher accounts payable balances and lower days inventory outstanding, reflecting the Company's continued focus on working capital management and inventory optimization during the six months ended June 30, 2026.
Current wording
Cash conversion cycle increased by three days when comparing September 30, 2026 to September 30, 2025. The change was primarily driven by an increase in days inventory outstanding, reflecting higher material costs during the three months ended September 30, 2026, compared to the corresponding period in 2025.
Previous wording
Summary of cash flows from investing activities:
Current wording
Summary of cash flows from investing activities of continuing operations:
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Current report — wording carried from elsewhere
Net Loss and Loss per Share