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BUSINESS COMBINATION
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATION BUSINESS COMBINATION
Acquisition of The Carlstar Group

On February 29, 2024, the Company acquired 100% of the equity interests of The Carlstar Group, LLC ("Carlstar") for the following purchase consideration and subject to a working capital adjustment based on an agreed upon working capital target (amounts in thousands):
Purchase Consideration
Titan International, Inc. common stock$168,693 
Base cash consideration, net of cash acquired of $10,288
127,500 
$296,193 
Additional cash consideration for excess net working capital acquired19,759 
Other debt-like items(3,616)
Total purchase consideration, net of cash acquired$312,336 

Carlstar is a global manufacturer and distributor of wheels and tires for a variety of end-market verticals including outdoor power equipment, power sports, trailers, and small to midsize agricultural and construction equipment. Carlstar has 17 manufacturing and distribution facilities located in four countries and provides solutions to customers in North America, Europe and China.

Since the initial measurement of the identified assets acquired and liabilities assumed, the Company has updated our initial allocation of the purchase consideration during 2024. The principal changes include (i) increase in the value of inventory to include inventory in-transit to a customer locations for which transfer of title has not occurred, (ii) decrease in the value of Property, Plant, and Equipment primarily to reflect updated assumptions surrounding disposed and idle assets, and (iii) decrease in the fair market value adjustment associated with a certain right-of-use asset based on updated underlying valuation assumptions.

The following table summarizes the measurement period changes since the first quarter of 2024, as well as the updated and the allocation of purchase price consideration to the major classes of assets and liabilities (amounts in thousands) as of February 29, 2024:
Final Purchase Price AllocationMeasurement Period ChangesPreliminary Purchase Price Allocation
Accounts receivable$92,043 $(6,396)$98,439 
Inventories150,900 4,912 145,988 
Prepaid and other current assets13,339 — 13,339 
Property, plant, and equipment115,090 (13,072)128,162 
Other long-term assets111,864 15,661 96,203 
Goodwill29,563 16,696 12,867 
Intangible assets11,500 (4,270)15,770 
Fair value of assets acquired$524,299 $13,531 $510,768 
Accounts payable$66,055 $— $66,055 
Other current liabilities28,377 2,000 26,377 
Operating leases108,249 12,773 95,476 
Deferred tax liabilities7,773 (2,678)10,451 
Other long-term liabilities1,509 — 1,509 
Fair value of liabilities assumed$211,963 $12,095 $199,868 
Purchase Price$312,336 $1,436 $310,900 

Goodwill represents value the Company expects to be created by combining the operations of the acquired business with the Company's operations, including the expansion of customer relationships, access to new customers, and potential cost savings
and synergies. Goodwill related to the acquisition is deductible for tax purposes. The carrying value of goodwill by reportable segment as of December 31, 2024 is as follows:
 Carrying Value as of December 31, 2024
Agricultural$4,844 
Earthmoving/construction— 
Consumer24,719 
Total$29,563 

The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets as of February 29, 2024 (amounts in thousands):
 Carrying ValueWeighted Average Amortization
(in Years)
Customer lists/relationships$6,000 10.00
Trade names5,500 12.50
Total$11,500 11.30

Through December 31, 2024, the actual revenue and income before taxes of Carlstar since the acquisition date of February 29, 2024 included in the consolidated statement of operations is as shown below (amounts in thousands). The net income includes the effect of fair value adjustments for the amortization of inventory, intangible assets, and depreciation of property, plant and equipment.
 From Acquisition Date to
December 31, 2024
Carlstar revenue$418,888 
Carlstar income before taxes19,587 

The following is the unaudited pro forma financial information for the year ended December 31, 2024 and 2023 that reflects our results of our operations as if the acquisition of Carlstar had been completed on January 1, 2023. This unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what the actual results of operations would have been had the transactions taken place on January 1, 2023, nor is it indicative of the future consolidated results of operations or financial position of the combined companies (amounts in thousands, except per share data).

Year ended December 31,
 20242023
Pro forma revenues$1,947,755 $2,436,992 
Pro forma net income20,011 83,844 
Net income per common share, basic$0.28 $1.13 
Net income per common share, diluted0.28 1.12 

These pro forma amounts have been calculated after applying Titan's accounting policies and making certain adjustments, which primarily relate to: (i) severance-related costs, (ii) adjustments relating to the fair value step-ups to inventory, (iii) transaction-related costs of both Titan and Carlstar, and (iv) gain of $56.2 million related to a sale-leaseback transaction of certain domestic manufacturing facilities for Carlstar for the year ended December 31, 2023 prior to the acquisition by the Company. These pro forma amounts were adjusted to be excluded from the unaudited pro forma information for the year ended December 31, 2024 and were adjusted to include these amounts for the year ended December 31, 2023.

Total acquisition-related costs for the year ended December 31, 2024 were $6.2 million.