Management's discussion and analysis of financial condition and results of operations (MD&A) is designed to provide a reader of the financial statements included in this quarterly report with a narrative from the perspective of the management ofTitan International, Inc. (Titan or the Company) on Titan's financial condition, results of operations, liquidity, and other factors that may affect the Company's future results. The MD&A in this quarterly report should be read in conjunction with the condensed consolidated financial statements and other financial information included elsewhere in this quarterly report and the MD&A and audited consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the year endedDecember 31, 2021 , filed with theSEC onMarch 3, 2022 (the 2021 Form 10-K). COVID-19 Pandemic The COVID-19 pandemic impact on the Company was less during the first three quarters of 2022 than in the comparable period in 2021. The Company's operations continued with additional sanitary and other protective health measures which have increased operating costs. While the Company's operations began to return to historical levels during 2021 and continuing into the first three quarters of 2022, certain geographies (particularlyChina ) continue to remain impacted due to new and emerging variants of COVID-19 resulting in employee absenteeism. Further, global supply chains are experiencing constraints following the COVID-19 pandemic, including availability and pricing of raw materials, transportation and labor. Due to the above circumstances as described generally in this Form 10-Q, the Company's results of operations for the three and nine months endedSeptember 30, 2022 are not necessarily indicative of the results to be expected in the future. Management cannot predict the full impact of the COVID-19 pandemic on the economic conditions generally, on the Company's customers and, ultimately, on the Company. We expect that the post COVID-19 pandemic will continue to have some impact on the Company's operations, though the nature and extent of the impact will depend on the duration and severity of emerging variants of COVID-19. Russia-Ukraine Military Conflict InFebruary 2022 , in response to the military conflict betweenRussia andUkraine ,the United States , otherNorth Atlantic Treaty Organization member states, as well as non-member states, have announced targeted economic sanctions onRussia , certain Russian citizens and enterprises. The continuation of the conflict has triggered additional economic and other sanctions enacted bythe United States and other countries throughout the world. The scope of potential additional sanctions is unknown. The Company maintains operations inRussia and any such economic sanctions may result in an adverse effect on its Russian operations. The Company currently owns 64.3% of Voltyre-Prom, a producer of agricultural and industrial tires inVolgograd, Russia , which represents approximately 8% and 7% of consolidated assets of Titan as ofSeptember 30, 2022 andDecember 31, 2021 , respectively. The asset increase in the Russian entity was due to currency translation. The Russian operations represent approximately 5% of consolidated global sales for both the three months endedSeptember 30, 2022 and 2021 while representing 6% and 5% of consolidated global sales for the nine months endedSeptember 30, 2022 and 2021, respectively. The impact of the military conflict betweenRussia andUkraine has not had a significant impact on global operations. As the military conflict inUkraine exacerbates the global food crisis, Titan remains committed to the role it plays in the continuity of food supply and keeping essential goods moving, including its tire operation inVolgograd, Russia . Tires produced in the Voltyre-Prom facility are primarily sold into Commonwealth of Independent States (CIS) countries, located inEurope andAsia . This facility is operating at lower levels in full compliance with all international sanctions onRussia . Titan has stopped any additional investments into this joint project and emphasizes that neither this operation, nor any other Titan operations, sells any products to the Russian military or other government agencies. The potential impact of bans, sanction programs, and boycotts on our business is uncertain at the current time due to the fluid nature of the military conflict as it is unfolding. The potential impacts include supply chain and logistics disruptions, financial impacts including disruptions to the execution of banking transactions with certain Russian financial institutions, volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, loss of operational control and/or assets, heightened cybersecurity threats and other restrictions. The Company continues to monitor the potential impacts on the business including the increased cost of energy inEurope and the ancillary impacts that the military conflict could have on other global operations. 25 --------------------------------------------------------------------------------
TITAN INTERNATIONAL, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations Brazilian Tax Credits InJune 2021 , the Company's Brazilian subsidiaries received a notice that they had prevailed on an existing legal claim in regards to certain non-income (indirect) taxes that had been previously charged and paid. The matter specifically relates to companies' rights to exclude the state tax on goods circulation (a value-added-tax or VAT equivalent, known inBrazil as "ICMS") from the calculation of certain additional indirect taxes (specifically the program of social integration ("PIS") and contribution for financing of social security ("COFINS") levied by the Brazilian States on the sale of goods. During the second and third quarter of 2022, the Company submitted the related supporting documentation and received the approval from the Brazilian tax authorities for two of its Brazilian subsidiaries. For the three and nine months endedSeptember 30, 2022 , the Company recorded$9.5 million and$32.0 million within other income in the condensed consolidated statements of operations. The Company also recorded$1.6 million and$9.4 million of income tax expense associated with the recognition of these indirect tax credits for the three and nine months endedSeptember 30, 2022 . The Company expects to be able to apply the tax credits received to settle the income tax liability that was incurred as a result of the credit. The Company also expects to utilize the majority of the credit against future PIS/COFINS and income tax obligations over the next twelve months. For the nine month period endedSeptember 30, 2022 , the company has utilized approximately$10.0 million of the tax credits, which is included within income taxes paid of$27.7 million on the supplemental information of the condensed consolidated statement of cash flow. Excluding the utilization of$10.0 million of tax credits, the company paid approximately$17.7 million of income taxes for the nine month period endedSeptember 30, 2022 . FORWARD-LOOKING STATEMENTS This Form 10-Q contains forward-looking statements, which are covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Readers can identify these statements by the fact that they do not relate strictly to historical or current facts. The Company tried to identify forward-looking statements in this quarterly report by using words such as "anticipates," "estimates," "expects," "intends," "plans," and "believes," and similar expressions or future or conditional verbs such as "will," "should," "would," "may," and "could." These forward-looking statements include, among other items, information concerning:
•The Company's financial performance;
•Anticipated trends in the Company's business;
•Expectations with respect to the end-user markets into which the Company sells its products (including agricultural equipment, earthmoving/construction equipment, and consumer products);
•Future expenditures for capital projects;
•The Company's ability to continue to control costs and maintain quality;
•The Company's ability to meet conditions of loan agreements, indentures and other financing documents;
•The Company's business strategies, including its intention to introduce new products;
•Expectations concerning the performance and success of the Company's existing and new products; and
•The Company's intention to consider and pursue acquisition and divestiture opportunities.
Readers of this Form 10-Q should understand that these forward-looking statements are based on the Company's current expectations and assumptions about future events and are subject to a number of risks, uncertainties, and changes in circumstances that are difficult to predict, including, but not limited to, the factors discussed in Part I, Item 1A, Risk Factors, of the 2021 Form 10-K and Part II, Item 1A, Risk Factors, of this quarterly report on Form 10-Q, 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:
•The effect of the COVID-19 pandemic on our operations and financial performance;
•The effect of the military conflict between
•The effect of a recession on the Company and its customers and suppliers;
26 --------------------------------------------------------------------------------
TITAN INTERNATIONAL, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations
•Changes in the Company's end-user markets into which the Company sells its products as a result of world economic or regulatory influences or otherwise;
•Changes in the marketplace, including new products and pricing changes by the Company's competitors;
•The Company's ability to maintain satisfactory labor relations;
•Unfavorable outcomes of legal proceedings;
•The Company's ability to comply with current or future regulations applicable to the Company's business and the industry in which it competes or any actions taken or orders issued by regulatory authorities;
•Availability and price of raw materials;
•Levels of operating efficiencies;
•The effects of the Company's indebtedness and its compliance with the terms thereof;
•Changes in the interest rate environment and their effects on the Company's outstanding indebtedness;
•Unfavorable product liability and warranty claims;
•Actions of domestic and foreign governments, including the imposition of additional tariffs and approval of tax credits or other incentives;
•Geopolitical and economic uncertainties relating to the countries in which the Company operates or does business;
•Risks associated with acquisitions, including difficulty in integrating operations and personnel, disruption of ongoing business, and increased expenses;
•Results of investments;
•The effects of potential processes to explore various strategic transactions, including potential dispositions;
•Fluctuations in currency translations;
•Climate change and related laws and regulations;
•Risks associated with environmental laws and regulations;
•Risks relating to our manufacturing facilities, including that any of our material facilities may become inoperable; and
•Risks related to financial reporting, internal controls, tax accounting, and information systems.
Any changes in such factors could lead to significantly different results. Any assumptions that are inaccurate or do not prove to be correct could have a material adverse effect on the Company's ability to achieve the results as indicated in the forward-looking statements. Forward-looking statements included in this report speak only as of the date of this report. 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 and assumptions contained in this report will in fact transpire. The reader should not place undue reliance on the forward-looking statements included in this report or that may be made elsewhere from time to time by the Company, or on its behalf. All forward-looking statements attributable to Titan are expressly qualified by these cautionary statements. OVERVIEWTitan International, Inc. , together with its subsidiaries, is a global manufacturer of off-highway wheels, tires, assemblies and undercarriage products. 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 theGoodyear Farm Tire and Titan Tire brands and has complete research and development test facilities to validate tire and wheel designs. Agricultural Segment: Titan's agricultural wheels, tires, and undercarriage systems and components are manufactured for use on various agricultural equipment, including tractors, combines, skidders, plows, planters, and irrigation equipment, and are sold directly to OEMs and to the aftermarket through independent distributors, equipment dealers, and Titan's distribution centers. The wheels range in diameter from nine inches to 54 inches, with the 54-inch diameter being the largest agricultural wheel manufactured inNorth America . Basic configurations are combined with distinct variations (such as different centers 27 --------------------------------------------------------------------------------TITAN INTERNATIONAL, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations and a wide range of material thickness) allowing the Company to offer a broad line of products to meet customer specifications. Titan's agricultural tires range from approximately one foot to approximately seven feet in outside diameter and from five inches to 55 inches in width. The Company offers the added value of delivering a complete wheel and tire assembly to OEM and aftermarket customers. 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 inches to 63 inches and in weight from 125 pounds to 7,000 pounds. The 63-inch diameter wheel is the largest manufactured inNorth America for the earthmoving/construction market. Titan's earthmoving/construction tires range from approximately three feet to approximately 13 feet in outside diameter and in weight from 50 pounds to 12,500 pounds. The Company also offers the added value of wheel and tire assembly for certain applications in the earthmoving/construction segment. Consumer Segment: Titan manufactures bias truck tires inLatin America and light truck tires inRussia . Titan also offers select products for ATVs, turf, and golf cart applications. This segment also includes sales that do not readily fall into the Company's other segments.
The Company's top customers include global leaders in agricultural and
construction equipment manufacturing and include AGCO Corporation, Caterpillar
Inc.,
MARKET CONDITIONS AND OUTLOOK
AGRICULTURAL MARKET OUTLOOK Agriculture-related commodity prices continued to remain at historically high levels during the first three quarters of 2022. Improved farmer income, replacement of an aging large equipment fleet and replenishment of lower equipment inventory levels are all factors which are anticipated to support continued strong demand for our products. Many of our customers are forecasting growth into 2023, providing further optimism of sustained stability in the market, despite current global recession concerns. Many more variables, including weather, volatility in the price of commodities, grain prices, export markets, foreign currency exchange rates, government policies, subsidies, and the demand for used equipment can greatly affect the Company's performance in the agricultural market in a given period. EARTHMOVING/CONSTRUCTION MARKET OUTLOOK The earthmoving/construction segment is affected by many variables, including commodity prices, road construction, infrastructure, government appropriations, housing starts, and other macroeconomic drivers. The construction market is primarily driven by GDP by country and the need for infrastructure developments. The earthmoving/construction markets experienced signs of growth during the first three quarters of 2022 and the momentum is expected to continue given the low equipment inventory levels throughout the global construction industry and increased mining capital budgets. Mineral commodity prices are at relatively high levels that also currently support growth, while global recession concerns could impact demand in various parts of the world. CONSUMER MARKET OUTLOOK The consumer market consists of several distinct product lines within different regions. These products include light truck tires, turf equipment, specialty products, including custom mixing of rubber stock, and train brakes. Overall, the markets stabilized during 2021 and remained stable through the first three quarters of 2022. However, the pace of growth can vary period to period. There are strong initiatives underway to bolster opportunities in various specialty products including mixing of rubber stock inthe United States . The consumer segment is affected by many variables including inflationary impacts, consumer spending, interest rates, government policies, and other macroeconomic drivers. 28 --------------------------------------------------------------------------------TITAN INTERNATIONAL, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS Three months ended Nine months ended (amounts in thousands) September 30, September 30, 2022 2021 % Increase/(Decrease) 2022 2021 % Increase Net sales$ 530,722 $ 450,382 18 %$ 1,659,614 $ 1,292,539 28 % Gross profit 87,633 60,292 45 % 284,015 175,027 62 % Gross profit % 17 % 13 % 17 % 14 % Selling, general and administrative expenses 31,410 32,217 (3) % 102,306 98,811 4 % Research and development expenses 2,434 2,370 3 % 7,592 7,451 2 % Royalty expense 3,298 2,805 18 % 9,217 7,915 16 % Income from operations 50,491 22,900 120 % 164,900 60,850 171 % Net Sales Net sales for the three months endedSeptember 30, 2022 were$530.7 million , compared to$450.4 million in the comparable period of 2021, an increase of 18%. The net sales increase was across all segments and driven by price/product mix and volume, with price having a greater impact in the most recent quarter. The increase in net sales was unfavorably impacted by foreign currency translation of 4.7% or$21.0 million , primarily due to the weakening euro and Turkish lira. Net sales for the nine months endedSeptember 30, 2022 were$1,659.6 million , compared to$1,292.5 million in the comparable period of 2021, an increase of 28%. The net sales increase was across all segments and driven by price/product mix and volume. The increase in net sales was unfavorably impacted by foreign currency translation of 3.9% or$50.5 million , primarily due to the weakening euro and Turkish lira. Overall net sales price/product mix and volume improved for both the three and nine months endedSeptember 30, 2022 as compared to the prior year periods due to market growth in all segments. The price increase was due to rising raw material costs and other inflationary impacts in the markets, including freight and energy costs. The volume increase was driven by increased customer demand which is reflective of higher commodity prices, improved farmer income, and replacement of an aging large equipment fleet in the global agricultural markets. Construction and mining markets are also improved in 2022, reflective of recovery after depressed markets during the pandemic and stronger mining commodity prices. Global supply chains are experiencing constraints and volatility, including availability and pricing of raw materials, transportation and labor. Titan is also experiencing similar supply chain challenges and has been able to manage the situation effectively through each of the periods. Gross Profit Gross profit for the three months endedSeptember 30, 2022 was$87.6 million , or 17% of net sales, an increase of$27.3 million compared to$60.3 million , or 13% of net sales, for the three months endedSeptember 30, 2021 . Gross profit for the nine months endedSeptember 30, 2022 was$284.0 million , or 17% of net sales, an increase of$109.0 million compared to$175.0 million , or 14% of net sales, for the nine months endedSeptember 30, 2021 . The solid growth in gross profit and margin for both the three and nine months endedSeptember 30, 2022 as compared to the prior year periods was across all segments and was driven by the impact of increases in net sales, as described previously, and improved operating leverage in our production facilities. In addition, cost reduction and productivity initiatives continue to be executed across global production facilities. 29 -------------------------------------------------------------------------------- TITAN INTERNATIONAL, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations Selling, General and Administrative Expenses Selling, general and administrative (SG&A) expenses for the three months endedSeptember 30, 2022 were$31.4 million , or 6% of net sales, compared to$32.2 million , or 7% of net sales, for the three months endedSeptember 30, 2021 . The decrease in SG&A for the three months endedSeptember 30, 2022 as compared to the prior year periods was driven primarily by a decrease in legal fees, and variable expenses associated with Australian wheel business that was sold in the first quarter of 2022. Selling, general and administrative expenses for the nine months endedSeptember 30, 2022 were$102.3 million , or 6% of net sales, compared to$98.8 million , or 8% of net sales, for the nine months endedSeptember 30, 2021 . The increase in SG&A for the nine months endedSeptember 30, 2022 as compared to the prior year periods was driven primarily by an increase in variable costs associated with improved operating performance and growth in sales. Research and Development Expenses Research and development (R&D) expenses for the three months endedSeptember 30, 2022 were$2.4 million , or less than 1% of net sales, compared to$2.4 million , or 1% of net sales, for the comparable period in 2021. R&D expenses for the nine months endedSeptember 30, 2022 were$7.6 million , or less than 1% of net sales, compared to$7.5 million , or 1% of net sales, for the comparable period in 2021. R&D spending reflects initiatives to improve product designs and an ongoing focus on quality and innovation. Royalty Expense The Company has trademark license agreements with The Goodyear Tire & Rubber Company to manufacture and sell certain farm tires under the Goodyear brand. These agreements cover sales inNorth America ,Latin America ,Europe , theMiddle East ,Africa ,Russia , and other Commonwealth of Independent States countries. Royalty expenses for the three months endedSeptember 30, 2022 were$3.3 million , or 1% of net sales, compared to$2.8 million , or 1% of net sales, for the three months endedSeptember 30, 2021 . Royalty expenses for the nine months endedSeptember 30, 2022 were$9.2 million , or 1% of net sales, compared to$7.9 million , or 1% of net sales, for the nine months endedSeptember 30, 2021 . The increase in royalty expenses are due to the increase in sales, as described previously, resulting in an increase in the amount of royalty expense incurred. Income from Operations Income from operations for the third quarter of 2022 was$50.5 million , compared to income from operations of$22.9 million for the third quarter of 2021. Income from operations for the nine months endedSeptember 30, 2022 was$164.9 million , compared to income from operations of$60.9 million for the nine months endedSeptember 30, 2021 . The increase in income from operations for both the three and nine months endedSeptember 30, 2022 as compared to the prior year periods was primarily driven by higher sales and improvements in gross profit margins. OTHER PROFIT/LOSS ITEMS Interest Expense Interest expense was$7.2 million and$7.8 million for the three months endedSeptember 30, 2022 and 2021, respectively, and$22.8 million and$23.9 million for the nine months endedSeptember 30, 2022 and 2021. The decrease in interest expense for the three months endedSeptember 30, 2022 was due to the reduced borrowing under the Company's credit facility in the third quarter of 2022. The decrease in interest expense for the nine months endedSeptember 30, 2022 was due to the reduced borrowing under the Company's global credit facilities and the refinancing of the senior secured notes during the second quarter of 2021 resulting in an additional interest expense in 2021 which did not occur in 2022. Loss on Senior Note Repurchase Loss on senior note repurchase was$16.0 million for the nine months endedSeptember 30, 2021 . The loss was in connection to the Company completing a call and redemption of all of its outstanding$400.0 million principal amount of Titan's 6.50% senior secured notes due 2023 during the second quarter of 2021. 30
--------------------------------------------------------------------------------TITAN INTERNATIONAL, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations Foreign Exchange Gain Foreign exchange gain was$1.2 million for the three months endedSeptember 30, 2022 , compared to a gain of$0.4 million for the three months endedSeptember 30, 2021 . Foreign exchange gain was$8.7 million for the nine months endedSeptember 30, 2022 , compared to a gain of$9.1 million for the nine months endedSeptember 30, 2021 . The foreign exchange gain experienced during the three and nine months endedSeptember 30, 2022 is primarily the result of a favorable impact of the movement of exchange rates in certain geographies in which we conduct business. The foreign exchange gain experienced during the three and nine months endedSeptember 30, 2021 is primarily the result of the closeout of certain legal entities as part of the ongoing initiative to rationalize Titan's legal entity structure and ongoing management of the intercompany capital structure as well as a favorable impact of the movement of exchange rates. Other Income Other income was$9.7 million for the three months endedSeptember 30, 2022 , as compared to other income of$0.6 million in the comparable period of 2021. The increase in other income for the three months endedSeptember 30, 2022 , as compared to the same period in 2021, was primarily attributable to$9.5 million income on indirect tax credits related to Brazilian operations as mentioned previously. Other income was$24.5 million for the nine months endedSeptember 30, 2022 , as compared to other income of$1.5 million in the comparable period of 2021. The increase in other income for the nine months endedSeptember 30, 2022 , as compared to the same period in 2021, was primarily attributable to$32.0 million income on indirect tax credits, and a gain of$1.3 million from a government grant associated with an earthquake that affected one of our Italian subsidiaries inMay 2012 . The increase in other income was partially offset by$10.9 million loss on sale of the Australian wheel business which was comprised primarily of the release of the cumulative translation adjustment of approximately$10.0 million and closing costs associated with the completion of the transaction of approximately$0.9 million . Provision for Income Taxes The Company recorded income tax expense of$11.4 million and$5.3 million for the three months endedSeptember 30, 2022 and 2021, respectively. For the nine months endedSeptember 30, 2022 and 2021, the Company recorded income tax expense of$39.1 million and$9.9 million , respectively. The Company's effective income tax rate was 21.1% and 33.1% for the three months endedSeptember 30, 2022 and 2021, respectively, and 22.3% and 31.5% for the nine months endedSeptember 30, 2022 and 2021, respectively. For the three months endedSeptember 30, 2022 and 2021, the income tax expense each period differed due to an overall pre-tax income increase which resulted in the significant fluctuation in the effective tax rate. The year-to-date increase in income tax expense for the nine months endedSeptember 30, 2022 is due to improved profitability in foreign jurisdictions. The Company's 2022 and 2021 income tax expense and rates differed from the amount of income tax determined by applying theU.S. Federal income tax rate to pre-tax income primarily as a result ofU.S. and certain foreign jurisdictions that have a full valuation allowance on deferred tax assets. In addition, there were non-deductible royalty expenses and statutorily required income adjustments made in certain foreign jurisdictions that negatively impacted the tax rate for nine months endedSeptember 30, 2022 and 2021. Given the Company's recent history of earnings, management believes that there is a reasonable possibility that, within the next twelve months, sufficient positive evidence may become available to allow management to anticipate the reversal of valuation allowance recorded against the US deferred tax assets. The reversal would result in an income tax benefit for the quarterly and annual fiscal period in which the Company releases the valuation allowance. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company actually achieves. OnAugust 16, 2022 , the Inflation Reduction Act (H.R. 5376) was signed into law inthe United States . Titan is continuing to evaluate the Inflation Reduction Act and its requirements, as well as the application to our business, but at this time does not expect the Inflation Reduction Act to have a material impact on our financial results, including on the Company's annual estimated effective tax rate. 31
--------------------------------------------------------------------------------TITAN INTERNATIONAL, INC. Management's Discussion and Analysis of Financial Condition and Results of OperationsNet Income and Income per Share Net income for the third quarter of 2022 was$42.7 million , compared to net income of$10.8 million in the comparable quarter of 2021, an improvement of$31.9 million . For the quarter endedSeptember 30, 2022 and 2021, basic income per share were$0.69 and$0.18 , respectively, and diluted income per share were$0.68 and$0.18 , respectively. The Company's net income and income per share increases were due to the items previously discussed. Net income for the nine months endedSeptember 30, 2022 was$136.2 million , compared to net income of$21.6 million in the comparable period of 2021, an improvement of$114.6 million . For the nine months endedSeptember 30, 2022 and 2021, basic income per share were$2.13 and$0.36 , respectively, and diluted income per share were$2.11 and$0.35 , respectively. The Company's net income and income per share increases were due to the items previously discussed.
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