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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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No. 45-0357838
(IRS Employer
Identification No.)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Page No.
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•
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new and used equipment sales;
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•
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parts sales;
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•
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repair and maintenance services; and
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•
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equipment rental and other activities.
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•
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our ability to manage inventory through our centralized inventory management system, thus allowing inventory exchanges among the stores, which permits us to more effectively manage inventory levels at each store while providing significant breadth of parts and equipment to our customers;
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•
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our ability to use expanded sales channels, including used equipment listings hosted on our website, which enables us to offer our customers alternative purchasing options; and
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•
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our ability to sell inventory to customers in a large geographic area covering Arizona, Colorado, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, South Dakota, Wisconsin and Wyoming, which enables us to capitalize on crop diversification and disparate weather in growing regions, as well as local trends in residential, infrastructure and commercial construction.
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•
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our ability to staff a large number of highly-trained service technicians across our network of stores, which makes it possible to schedule repair services on short notice without affecting our technician utilization rates;
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•
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our ability to staff and leverage product and application specialists across our network of stores, which makes it possible to offer valuable pre-sale and aftermarket services, including equipment training, best practices education and precision farming technology support; and
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•
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our ability to innovate and lead our industry through initiatives such as GPS guidance systems to support precision farming in our geographic markets, which provide our customers with the latest advances in technology and operating practices.
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•
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employing significant marketing and advertising programs, including targeted direct mailings, advertising with targeted local media outlets, participation in and sponsorship of trade shows and industry events, our Titan Trader monthly magazine, and by hosting open houses, service clinics, equipment demonstrations, product showcases and customer appreciation outings;
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•
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supporting and providing customers with training for evolving technologies, such as precision farming, that are difficult for single-store operators to support;
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•
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maintaining state-of-the-art service facilities, mobile service trucks and trained service technicians to maximize our customers' equipment uptime through preventative maintenance programs and seasonal 24/7 service support; and
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•
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utilizing our inventory system to maximize parts and equipment availability for our customers.
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•
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our employee field marketers, who operate out of our network of local stores and call on customers in the markets surrounding each store;
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•
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parts managers and service managers, who provide our customers with comprehensive after-market support;
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•
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our website;
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•
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local and national advertising efforts, including broadcast, cable, print and web-based media; and
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•
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alternative channels for selling our aged equipment inventories.
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•
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Floorplan payable financing for the purchase of a substantial portion of our equipment inventory.
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•
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A significant percentage of the financing used by our customers to purchase CNH equipment from us.
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•
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Incentive programs and discount programs from time to time that enable us to price our products more competitively.
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•
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Promotional and marketing activities on national, regional and local levels.
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•
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difficulties in implementing our business model in foreign markets;
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•
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costs and diversion of domestic management attention related to oversight of international operations;
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•
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unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining import licenses;
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•
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unexpected adverse changes in foreign laws or regulatory requirements;
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•
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compliance with a variety of tax regulations, foreign laws and regulations which may be burdensome;
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•
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compliance with the Foreign Corrupt Practices Act and other U.S. laws that apply to the international operations of U.S. companies which may be difficult and costly to implement and monitor and which, if violated, may result in substantial financial and reputation harm;
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•
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fluctuations in foreign currency exchange rates to which we are exposed may adversely affect the results of our operations, the value of our foreign assets and liabilities and our cash flows;
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•
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political or economic changes or instability.
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•
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increase our vulnerability to general adverse economic and industry conditions;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
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•
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limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes.
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•
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incur more debt;
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•
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make investments;
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•
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create liens;
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•
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merge or consolidate;
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•
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transfer and sell assets;
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•
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pay dividends or repurchase stock;
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•
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issue equity instruments.
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•
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market prices for like new equipment;
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•
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wear and tear on the equipment;
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•
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time of year that the equipment is sold;
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•
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the supply of used equipment on the market; and
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•
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general economic conditions.
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Agriculture Segment
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Construction Segment
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International Segment
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Total
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||||
US States
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||||
North Dakota
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14
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|
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6
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|
|
—
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|
|
20
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Minnesota
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14
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|
|
3
|
|
|
—
|
|
|
17
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|
Iowa
|
12
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|
|
3
|
|
|
—
|
|
|
15
|
|
Nebraska
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13
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|
|
2
|
|
|
—
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|
|
15
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|
South Dakota
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11
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|
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2
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|
|
—
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|
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13
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Colorado
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—
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|
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3
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|
|
—
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|
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3
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Montana
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—
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|
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3
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|
|
—
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|
|
3
|
|
Arizona
|
—
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|
|
2
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|
|
—
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|
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2
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New Mexico
|
—
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|
|
1
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|
|
—
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|
|
1
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|
Wisconsin
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—
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|
|
1
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|
|
—
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|
|
1
|
|
Wyoming
|
—
|
|
|
1
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|
|
—
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|
|
1
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European Countries
|
|
|
|
|
|
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||||
Bulgaria
|
—
|
|
|
—
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|
|
7
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|
|
7
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Romania
|
—
|
|
|
—
|
|
|
7
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|
|
7
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|
Ukraine
|
—
|
|
|
—
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|
|
2
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|
|
2
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Serbia
|
—
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|
|
—
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|
|
1
|
|
|
1
|
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Total
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64
|
|
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27
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|
|
17
|
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108
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Name
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Age
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Position
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David Meyer
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62
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Board Chair and Chief Executive Officer
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Mark Kalvoda
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44
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Chief Financial Officer
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High
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Low
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||||
Fiscal 2016
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|
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||||
First Quarter
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$
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15.50
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$
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11.19
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Second Quarter
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16.99
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13.10
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Third Quarter
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14.68
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10.01
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Fourth Quarter
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13.29
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7.92
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Fiscal 2015
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||||
First Quarter
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$
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20.40
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$
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14.57
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Second Quarter
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18.25
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14.51
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Third Quarter
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14.98
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11.85
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Fourth Quarter
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15.45
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10.69
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January 31,
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||||||||||||||||||||||
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2011
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2012
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2013
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2014
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2015
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2016
|
||||||||||||
Titan Machinery Inc.
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$
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100.00
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$
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102.10
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$
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119.31
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$
|
67.27
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|
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$
|
58.32
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$
|
35.04
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|
Russell 2000 Index
|
100.00
|
|
|
101.48
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|
|
115.47
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|
|
144.75
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|
|
149.17
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|
|
132.53
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|
||||||
S&P 500 Retail Index
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100.00
|
|
|
111.34
|
|
|
140.18
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|
|
174.22
|
|
|
206.88
|
|
|
239.07
|
|
|
Year Ended January 31,
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|||||||||||||
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2016
|
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2015
|
|
2014
|
|
2013
|
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2012
|
|||||
Store Count Data
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|
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|||||
Net change in store count during fiscal year
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(4
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)
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(7
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)
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2
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|
24
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|
|
15
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Store count at end of fiscal year
|
108
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|
|
112
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|
|
119
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|
|
117
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|
|
93
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|
|
Year Ended January 31,
|
||||||||||||||||||
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2016
|
|
2015
|
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2014
|
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2013
|
|
2012
|
||||||||||
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(in thousands, except per share data)
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||||||||||||||||||
Statement of Operations Data:
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||||||||||
Revenue
|
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||||||||||
Equipment
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$
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925,471
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$
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1,398,195
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|
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$
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1,722,738
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$
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1,763,877
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|
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$
|
1,303,900
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Parts
|
245,387
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|
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270,262
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|
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275,750
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|
|
242,368
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|
|
201,404
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|
|||||
Service
|
127,457
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|
|
147,356
|
|
|
149,082
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|
|
127,779
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|
|
103,474
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|
|||||
Rental and other
|
69,520
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|
|
84,433
|
|
|
78,876
|
|
|
64,396
|
|
|
50,214
|
|
|||||
Total Revenue
|
1,367,835
|
|
|
1,900,246
|
|
|
2,226,446
|
|
|
2,198,420
|
|
|
1,658,992
|
|
|||||
Cost of Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Equipment
|
889,567
|
|
|
1,286,148
|
|
|
1,576,246
|
|
|
1,600,233
|
|
|
1,171,618
|
|
|||||
Parts
|
173,083
|
|
|
189,540
|
|
|
192,199
|
|
|
169,164
|
|
|
140,096
|
|
|||||
Service
|
46,814
|
|
|
53,924
|
|
|
54,608
|
|
|
45,748
|
|
|
37,236
|
|
|||||
Rental and other
|
52,457
|
|
|
62,250
|
|
|
55,319
|
|
|
43,914
|
|
|
34,581
|
|
|||||
Total Cost of Revenue
|
1,161,921
|
|
|
1,591,862
|
|
|
1,878,372
|
|
|
1,859,059
|
|
|
1,383,531
|
|
|||||
Gross Profit
|
205,914
|
|
|
308,384
|
|
|
348,074
|
|
|
339,361
|
|
|
275,461
|
|
|||||
Operating Expenses
|
220,524
|
|
|
273,271
|
|
|
291,202
|
|
|
247,557
|
|
|
193,860
|
|
|||||
Impairment and Realignment Costs
|
8,500
|
|
|
34,390
|
|
|
9,997
|
|
|
—
|
|
|
—
|
|
|||||
Income (Loss) from Operations
|
(23,110
|
)
|
|
723
|
|
|
46,875
|
|
|
91,804
|
|
|
81,601
|
|
|||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income and other income (expense)
|
(478
|
)
|
|
(4,272
|
)
|
|
2,109
|
|
|
1,654
|
|
|
1,643
|
|
|||||
Interest expense
|
(32,623
|
)
|
|
(34,791
|
)
|
|
(30,555
|
)
|
|
(22,762
|
)
|
|
(9,670
|
)
|
|||||
Income (Loss) Before Income Taxes
|
(56,211
|
)
|
|
(38,340
|
)
|
|
18,429
|
|
|
70,696
|
|
|
73,574
|
|
|||||
Provision for (Benefit from) Income Taxes
|
(17,982
|
)
|
|
(4,923
|
)
|
|
10,325
|
|
|
28,137
|
|
|
29,429
|
|
|||||
Net Income (Loss) Including Noncontrolling Interest
|
(38,229
|
)
|
|
(33,417
|
)
|
|
8,104
|
|
|
42,559
|
|
|
44,145
|
|
|||||
Less: Net Income (Loss) Attributable to Noncontrolling Interest
|
(337
|
)
|
|
(1,260
|
)
|
|
(747
|
)
|
|
86
|
|
|
(15
|
)
|
|||||
Net Income (Loss) Attributable to Titan Machinery Inc.
|
(37,892
|
)
|
|
(32,157
|
)
|
|
8,851
|
|
|
42,473
|
|
|
44,160
|
|
|||||
Net (Income) Loss Allocated to Participating Securities
|
717
|
|
|
559
|
|
|
(129
|
)
|
|
(443
|
)
|
|
(409
|
)
|
|||||
Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders
|
$
|
(37,175
|
)
|
|
$
|
(31,598
|
)
|
|
$
|
8,722
|
|
|
$
|
42,030
|
|
|
$
|
43,751
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (Loss) per Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(1.76
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
0.42
|
|
|
$
|
2.02
|
|
|
$
|
2.21
|
|
Diluted
|
$
|
(1.76
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
0.41
|
|
|
$
|
2.00
|
|
|
$
|
2.18
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
21,111
|
|
|
20,989
|
|
|
20,894
|
|
|
20,787
|
|
|
19,809
|
|
|||||
Diluted
|
21,111
|
|
|
20,989
|
|
|
21,040
|
|
|
20,987
|
|
|
20,110
|
|
|
January 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
89,465
|
|
|
$
|
127,528
|
|
|
$
|
74,242
|
|
|
$
|
124,360
|
|
|
$
|
79,842
|
|
Receivables, net
|
56,552
|
|
|
76,382
|
|
|
97,894
|
|
|
121,786
|
|
|
82,518
|
|
|||||
Inventories
|
689,464
|
|
|
879,440
|
|
|
1,075,978
|
|
|
929,216
|
|
|
748,047
|
|
|||||
Prepaid expenses and other
|
9,753
|
|
|
10,634
|
|
|
24,740
|
|
|
8,178
|
|
|
2,108
|
|
|||||
Income taxes receivable
|
13,011
|
|
|
166
|
|
|
851
|
|
|
503
|
|
|
3,140
|
|
|||||
Assets held for sale
|
—
|
|
|
15,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total current assets
|
858,245
|
|
|
1,109,462
|
|
|
1,273,705
|
|
|
1,184,043
|
|
|
915,655
|
|
|||||
Goodwill and intangibles, net
|
5,134
|
|
|
5,458
|
|
|
36,501
|
|
|
44,992
|
|
|
35,197
|
|
|||||
Property and Equipment, net of accumulated depreciation
|
183,179
|
|
|
208,680
|
|
|
228,000
|
|
|
194,641
|
|
|
126,282
|
|
|||||
Other assets
|
1,317
|
|
|
2,014
|
|
|
6,967
|
|
|
5,992
|
|
|
3,881
|
|
|||||
Total Assets
|
$
|
1,047,875
|
|
|
$
|
1,325,614
|
|
|
$
|
1,545,173
|
|
|
$
|
1,429,668
|
|
|
$
|
1,081,015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
16,863
|
|
|
$
|
17,659
|
|
|
$
|
23,714
|
|
|
$
|
28,282
|
|
|
$
|
28,424
|
|
Floorplan payable (1)
|
444,780
|
|
|
625,162
|
|
|
748,326
|
|
|
687,425
|
|
|
551,103
|
|
|||||
Current maturities of long-term debt
|
1,557
|
|
|
7,749
|
|
|
2,192
|
|
|
10,568
|
|
|
4,755
|
|
|||||
Customer deposits
|
31,159
|
|
|
35,090
|
|
|
61,286
|
|
|
46,775
|
|
|
49,540
|
|
|||||
Accrued expenses
|
28,914
|
|
|
35,496
|
|
|
36,968
|
|
|
29,590
|
|
|
26,735
|
|
|||||
Liabilities held for sale
|
—
|
|
|
2,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income taxes payable
|
152
|
|
|
3,529
|
|
|
344
|
|
|
310
|
|
|
—
|
|
|||||
Total current liabilities
|
523,425
|
|
|
727,520
|
|
|
872,830
|
|
|
802,950
|
|
|
660,557
|
|
|||||
Senior convertible notes
|
134,145
|
|
|
129,889
|
|
|
125,895
|
|
|
122,143
|
|
|
—
|
|
|||||
Long-term debt, less current maturities
|
38,409
|
|
|
66,563
|
|
|
94,940
|
|
|
56,051
|
|
|
57,043
|
|
|||||
Deferred income taxes
|
11,135
|
|
|
19,971
|
|
|
33,651
|
|
|
39,054
|
|
|
23,222
|
|
|||||
Other long-term liabilities
|
2,412
|
|
|
3,312
|
|
|
6,515
|
|
|
9,551
|
|
|
2,854
|
|
|||||
Total stockholders' equity
|
338,349
|
|
|
378,359
|
|
|
411,342
|
|
|
399,919
|
|
|
337,339
|
|
|||||
Total Liabilities and Stockholders' Equity
|
$
|
1,047,875
|
|
|
$
|
1,325,614
|
|
|
$
|
1,545,173
|
|
|
$
|
1,429,668
|
|
|
$
|
1,081,015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) Portion of floorplan payable balance which is interest-bearing as of January 31
|
75
|
%
|
|
75
|
%
|
|
56
|
%
|
|
61
|
%
|
|
52
|
%
|
•
|
new and used equipment sales;
|
•
|
parts sales;
|
•
|
repair and maintenance services; and
|
•
|
equipment rental and other activities.
|
•
|
CNH Industrial’s product offerings, reputation and market share
|
•
|
CNH Industrial’s product prices and incentive and discount programs
|
•
|
CNH Industrial's supply of inventory
|
•
|
CNH Industrial's offering of floorplan payable financing for the purchase of a substantial portion of our inventory
|
•
|
CNH Industrial's offering of financing used by our customers to purchase CNH Industrial equipment from us.
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Net Income (Loss) Including Noncontrolling Interest
|
$
|
(38,229
|
)
|
|
$
|
(33,417
|
)
|
|
$
|
8,104
|
|
Adjustments
|
|
|
|
|
|
||||||
Interest Expense, Net of Interest Income
|
12,091
|
|
|
13,531
|
|
|
12,758
|
|
|||
Provision for (Benefit from) Income Taxes
|
(17,982
|
)
|
|
(4,923
|
)
|
|
10,325
|
|
|||
Depreciation and amortization
|
28,538
|
|
|
31,768
|
|
|
30,794
|
|
|||
Non-GAAP Adjustments
|
|
|
|
|
|
||||||
Impairment (1)
|
6,903
|
|
|
31,225
|
|
|
9,997
|
|
|||
Debt Issuance Cost Write-Off
|
1,558
|
|
|
—
|
|
|
—
|
|
|||
Realignment / Store Closing Costs
|
1,597
|
|
|
3,636
|
|
|
—
|
|
|||
Ukraine Remeasurement
|
2,485
|
|
|
5,753
|
|
|
—
|
|
|||
Total Adjustments
|
35,190
|
|
|
80,990
|
|
|
63,874
|
|
|||
Adjusted EBITDA (Loss)
|
$
|
(3,039
|
)
|
|
$
|
47,573
|
|
|
$
|
71,978
|
|
•
|
Equipment
: We derive equipment revenue from the sale of new and used agricultural and construction equipment.
|
•
|
Parts:
We derive parts revenue from the sale of parts for equipment that we sell, as well as for other equipment makes. Our parts sales provide us with a relatively stable revenue stream that is less sensitive to the economic cycles that affect our equipment sales.
|
•
|
Service:
We derive services revenue from repair and maintenance services to our customers' equipment. Our repair and maintenance services provide a high-margin, relatively stable source of revenue through changing economic cycles.
|
•
|
Rental and other:
We derive other revenue from equipment rentals and ancillary equipment support activities such as equipment transportation, GPS signal subscriptions and reselling finance and insurance products.
|
•
|
Equipment:
Cost of equipment revenue is the lower of the acquired cost or the market value of the specific piece of equipment sold.
|
•
|
Parts:
Cost of parts revenue is the lower of the acquired cost or the market value of the parts sold, based on average costing.
|
•
|
Service:
Cost of service revenue represents costs attributable to services provided for the maintenance and repair of customer-owned equipment and equipment then on-rent by customers.
|
•
|
Rental and other:
Costs of other revenue represent costs associated with equipment rental, such as depreciation, maintenance and repairs, as well as costs associated providing transportation, hauling, parts freight, GPS subscriptions and damage waivers, including, among other items, drivers' wages, fuel costs, shipping costs and our costs related to damage waiver policies.
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands)
|
||||||||||
Equipment
|
|
|
|
|
|
||||||
Revenue
|
$
|
925,471
|
|
|
$
|
1,398,195
|
|
|
$
|
1,722,738
|
|
Cost of revenue
|
889,567
|
|
|
1,286,148
|
|
|
1,576,246
|
|
|||
Gross profit
|
$
|
35,904
|
|
|
$
|
112,047
|
|
|
$
|
146,492
|
|
Gross profit margin
|
3.9
|
%
|
|
8.0
|
%
|
|
8.5
|
%
|
|||
Parts
|
|
|
|
|
|
||||||
Revenue
|
$
|
245,387
|
|
|
$
|
270,262
|
|
|
$
|
275,750
|
|
Cost of revenue
|
173,083
|
|
|
189,540
|
|
|
192,199
|
|
|||
Gross profit
|
$
|
72,304
|
|
|
$
|
80,722
|
|
|
$
|
83,551
|
|
Gross profit margin
|
29.5
|
%
|
|
29.9
|
%
|
|
30.3
|
%
|
|||
Service
|
|
|
|
|
|
||||||
Revenue
|
$
|
127,457
|
|
|
$
|
147,356
|
|
|
$
|
149,082
|
|
Cost of revenue
|
46,814
|
|
|
53,924
|
|
|
54,608
|
|
|||
Gross profit
|
$
|
80,643
|
|
|
$
|
93,432
|
|
|
$
|
94,474
|
|
Gross profit margin
|
63.3
|
%
|
|
63.4
|
%
|
|
63.4
|
%
|
|||
Rental and other
|
|
|
|
|
|
||||||
Revenue
|
$
|
69,520
|
|
|
$
|
84,433
|
|
|
$
|
78,876
|
|
Cost of revenue
|
52,457
|
|
|
62,250
|
|
|
55,319
|
|
|||
Gross profit
|
$
|
17,063
|
|
|
$
|
22,183
|
|
|
$
|
23,557
|
|
Gross profit margin
|
24.5
|
%
|
|
26.3
|
%
|
|
29.9
|
%
|
|
Year Ended January 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Revenue
|
|
|
|
|
|
|||
Equipment
|
67.7
|
%
|
|
73.6
|
%
|
|
77.4
|
%
|
Parts
|
17.9
|
%
|
|
14.2
|
%
|
|
12.4
|
%
|
Service
|
9.3
|
%
|
|
7.8
|
%
|
|
6.7
|
%
|
Rental and other
|
5.1
|
%
|
|
4.4
|
%
|
|
3.5
|
%
|
Total Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Total Cost of Revenue
|
84.9
|
%
|
|
83.8
|
%
|
|
84.4
|
%
|
Gross Profit Margin
|
15.1
|
%
|
|
16.2
|
%
|
|
15.6
|
%
|
Operating Expenses
|
16.2
|
%
|
|
14.4
|
%
|
|
13.1
|
%
|
Impairment and Realignment Costs
|
0.6
|
%
|
|
1.8
|
%
|
|
0.4
|
%
|
Income (Loss) from Operations
|
(1.7
|
)%
|
|
—
|
%
|
|
2.1
|
%
|
Other Income (Expense)
|
(2.4
|
)%
|
|
(2.0
|
)%
|
|
(1.3
|
)%
|
Income (Loss) Before Income Taxes
|
(4.1
|
)%
|
|
(2.0
|
)%
|
|
0.8
|
%
|
Provision for (Benefit from) Income Taxes
|
(1.3
|
)%
|
|
(0.2
|
)%
|
|
0.4
|
%
|
Net Income (Loss) Including Noncontrolling Interest
|
(2.8
|
)%
|
|
(1.8
|
)%
|
|
0.4
|
%
|
Less: Net Income (Loss) Attributable to Noncontrolling Interest
|
—
|
%
|
|
(0.1
|
)%
|
|
—
|
%
|
Net Income (Loss) Attributable to Titan Machinery Inc.
|
(2.8
|
)%
|
|
(1.7
|
)%
|
|
0.4
|
%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2016
|
|
2015
|
|
Decrease
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Equipment
|
$
|
925,471
|
|
|
$
|
1,398,195
|
|
|
$
|
(472,724
|
)
|
|
(33.8
|
)%
|
Parts
|
245,387
|
|
|
270,262
|
|
|
(24,875
|
)
|
|
(9.2
|
)%
|
|||
Service
|
127,457
|
|
|
147,356
|
|
|
(19,899
|
)
|
|
(13.5
|
)%
|
|||
Rental and other
|
69,520
|
|
|
84,433
|
|
|
(14,913
|
)
|
|
(17.7
|
)%
|
|||
Total Revenue
|
$
|
1,367,835
|
|
|
$
|
1,900,246
|
|
|
$
|
(532,411
|
)
|
|
(28.0
|
)%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2016
|
|
2015
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Gross Profit
|
|
|
|
|
|
|
|
|||||||
Equipment
|
$
|
35,904
|
|
|
$
|
112,047
|
|
|
$
|
(76,143
|
)
|
|
(68.0
|
)%
|
Parts
|
72,304
|
|
|
80,722
|
|
|
(8,418
|
)
|
|
(10.4
|
)%
|
|||
Service
|
80,643
|
|
|
93,432
|
|
|
(12,789
|
)
|
|
(13.7
|
)%
|
|||
Rental and other
|
17,063
|
|
|
22,183
|
|
|
(5,120
|
)
|
|
(23.1
|
)%
|
|||
Total Gross Profit
|
$
|
205,914
|
|
|
$
|
308,384
|
|
|
$
|
(102,470
|
)
|
|
(33.2
|
)%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|||||||
Equipment
|
3.9
|
%
|
|
8.0
|
%
|
|
(4.1
|
)%
|
|
(51.3
|
)%
|
|||
Parts
|
29.5
|
%
|
|
29.9
|
%
|
|
(0.4
|
)%
|
|
(1.3
|
)%
|
|||
Service
|
63.3
|
%
|
|
63.4
|
%
|
|
(0.1
|
)%
|
|
(0.2
|
)%
|
|||
Rental and other
|
24.5
|
%
|
|
26.3
|
%
|
|
(1.8
|
)%
|
|
(6.8
|
)%
|
|||
Total Gross Profit Margin
|
15.1
|
%
|
|
16.2
|
%
|
|
(1.1
|
)%
|
|
(6.8
|
)%
|
|||
Gross Profit Mix
|
|
|
|
|
|
|
|
|||||||
Equipment
|
17.4
|
%
|
|
36.3
|
%
|
|
(18.9
|
)%
|
|
(52.1
|
)%
|
|||
Parts
|
35.1
|
%
|
|
26.2
|
%
|
|
8.9
|
%
|
|
34.0
|
%
|
|||
Service
|
39.2
|
%
|
|
30.3
|
%
|
|
8.9
|
%
|
|
29.4
|
%
|
|||
Rental and other
|
8.3
|
%
|
|
7.2
|
%
|
|
1.1
|
%
|
|
15.3
|
%
|
|||
Total Gross Profit Mix
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2016
|
|
2015
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Operating Expenses
|
$
|
220,524
|
|
|
$
|
273,271
|
|
|
$
|
(52,747
|
)
|
|
(19.3
|
)%
|
Operating Expenses as a Percentage of Revenue
|
16.2
|
%
|
|
14.4
|
%
|
|
1.8
|
%
|
|
12.5
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2016
|
|
2015
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Impairment of Goodwill
|
$
|
—
|
|
|
$
|
24,739
|
|
|
$
|
(24,739
|
)
|
|
(100.0
|
)%
|
Impairment of Intangibles and Long-Lived Assets
|
6,903
|
|
|
6,486
|
|
|
417
|
|
|
6.4
|
%
|
|||
Realignment Costs
|
1,597
|
|
|
3,165
|
|
|
(1,568
|
)
|
|
(49.5
|
)%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2016
|
|
2015
|
|
Decrease
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Interest income and other income (expense)
|
$
|
(478
|
)
|
|
$
|
(4,272
|
)
|
|
$
|
(3,794
|
)
|
|
(88.8
|
)%
|
Floorplan interest expense
|
(18,334
|
)
|
|
(20,477
|
)
|
|
(2,143
|
)
|
|
(10.5
|
)%
|
|||
Other interest expense
|
(14,289
|
)
|
|
(14,314
|
)
|
|
(25
|
)
|
|
(0.2
|
)%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2016
|
|
2015
|
|
Increase
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Provision for (Benefit from) Income Taxes
|
$
|
(17,982
|
)
|
|
$
|
(4,923
|
)
|
|
$
|
13,059
|
|
|
265.3
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2016
|
|
2015
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
864,851
|
|
|
$
|
1,346,457
|
|
|
$
|
(481,606
|
)
|
|
(35.8
|
)%
|
Construction
|
340,916
|
|
|
389,435
|
|
|
(48,519
|
)
|
|
(12.5
|
)%
|
|||
International
|
162,068
|
|
|
164,354
|
|
|
(2,286
|
)
|
|
(1.4
|
)%
|
|||
Total
|
$
|
1,367,835
|
|
|
$
|
1,900,246
|
|
|
$
|
(532,411
|
)
|
|
(28.0
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
(29,710
|
)
|
|
$
|
(11,434
|
)
|
|
$
|
(18,276
|
)
|
|
(159.8
|
)%
|
Construction
|
(26,388
|
)
|
|
(11,941
|
)
|
|
(14,447
|
)
|
|
(121.0
|
)%
|
|||
International
|
(3,004
|
)
|
|
(17,109
|
)
|
|
14,105
|
|
|
82.4
|
%
|
|||
Segment loss before income taxes
|
(59,102
|
)
|
|
(40,484
|
)
|
|
(18,618
|
)
|
|
(46.0
|
)%
|
|||
Shared Resources
|
2,891
|
|
|
2,144
|
|
|
747
|
|
|
34.8
|
%
|
|||
Total
|
$
|
(56,211
|
)
|
|
$
|
(38,340
|
)
|
|
$
|
(17,871
|
)
|
|
(46.6
|
)%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Equipment
|
$
|
1,398,195
|
|
|
$
|
1,722,738
|
|
|
$
|
(324,543
|
)
|
|
(18.8
|
)%
|
Parts
|
270,262
|
|
|
275,750
|
|
|
(5,488
|
)
|
|
(2.0
|
)%
|
|||
Service
|
147,356
|
|
|
149,082
|
|
|
(1,726
|
)
|
|
(1.2
|
)%
|
|||
Rental and other
|
84,433
|
|
|
78,876
|
|
|
5,557
|
|
|
7.0
|
%
|
|||
Total Revenue
|
$
|
1,900,246
|
|
|
$
|
2,226,446
|
|
|
$
|
(326,200
|
)
|
|
(14.7
|
)%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Gross Profit
|
|
|
|
|
|
|
|
|||||||
Equipment
|
$
|
112,047
|
|
|
$
|
146,492
|
|
|
$
|
(34,445
|
)
|
|
(23.5
|
)%
|
Parts
|
80,722
|
|
|
83,551
|
|
|
(2,829
|
)
|
|
(3.4
|
)%
|
|||
Service
|
93,432
|
|
|
94,474
|
|
|
(1,042
|
)
|
|
(1.1
|
)%
|
|||
Rental and other
|
22,183
|
|
|
23,557
|
|
|
(1,374
|
)
|
|
(5.8
|
)%
|
|||
Total Gross Profit
|
$
|
308,384
|
|
|
$
|
348,074
|
|
|
$
|
(39,690
|
)
|
|
(11.4
|
)%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|||||||
Equipment
|
8.0
|
%
|
|
8.5
|
%
|
|
(0.5
|
)%
|
|
(5.9
|
)%
|
|||
Parts
|
29.9
|
%
|
|
30.3
|
%
|
|
(0.4
|
)%
|
|
(1.3
|
)%
|
|||
Service
|
63.4
|
%
|
|
63.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Rental and other
|
26.3
|
%
|
|
29.9
|
%
|
|
(3.6
|
)%
|
|
(12.0
|
)%
|
|||
Total Gross Profit Margin
|
16.2
|
%
|
|
15.6
|
%
|
|
0.6
|
%
|
|
3.8
|
%
|
|||
Gross Profit Mix
|
|
|
|
|
|
|
|
|||||||
Equipment
|
36.3
|
%
|
|
42.1
|
%
|
|
(5.8
|
)%
|
|
(13.8
|
)%
|
|||
Parts
|
26.2
|
%
|
|
24.0
|
%
|
|
2.2
|
%
|
|
9.2
|
%
|
|||
Service
|
30.3
|
%
|
|
27.1
|
%
|
|
3.2
|
%
|
|
11.8
|
%
|
|||
Rental and other
|
7.2
|
%
|
|
6.8
|
%
|
|
0.4
|
%
|
|
5.9
|
%
|
|||
Total Gross Profit Mix
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Operating Expenses
|
$
|
273,271
|
|
|
$
|
291,202
|
|
|
$
|
(17,931
|
)
|
|
(6.2
|
)%
|
Operating Expenses as a Percentage of Revenue
|
14.4
|
%
|
|
13.1
|
%
|
|
1.3
|
%
|
|
9.9
|
%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
Increase
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Impairment of Goodwill
|
$
|
24,739
|
|
|
$
|
6,261
|
|
|
$
|
18,478
|
|
|
295.1
|
%
|
Impairment of Intangibles and Long-Lived Assets
|
6,486
|
|
|
3,454
|
|
|
3,032
|
|
|
87.8
|
%
|
|||
Realignment Costs
|
3,165
|
|
|
282
|
|
|
2,883
|
|
|
1,022.3
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Interest income and other income (expense)
|
$
|
(4,272
|
)
|
|
$
|
2,109
|
|
|
$
|
(6,381
|
)
|
|
(302.6
|
)%
|
Floorplan interest expense
|
(20,477
|
)
|
|
(16,764
|
)
|
|
3,713
|
|
|
22.1
|
%
|
|||
Other interest expense
|
(14,314
|
)
|
|
(13,791
|
)
|
|
523
|
|
|
3.8
|
%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
Decrease
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Provision for (Benefit from) Income Taxes
|
$
|
(4,923
|
)
|
|
$
|
10,325
|
|
|
$
|
(15,248
|
)
|
|
(147.7
|
)%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
1,346,457
|
|
|
$
|
1,722,908
|
|
|
$
|
(376,451
|
)
|
|
(21.8
|
)%
|
Construction
|
389,435
|
|
|
365,421
|
|
|
24,014
|
|
|
6.6
|
%
|
|||
International
|
164,354
|
|
|
138,117
|
|
|
26,237
|
|
|
19.0
|
%
|
|||
Total
|
$
|
1,900,246
|
|
|
$
|
2,226,446
|
|
|
$
|
(326,200
|
)
|
|
(14.7
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
(11,434
|
)
|
|
$
|
62,242
|
|
|
$
|
(73,676
|
)
|
|
(118.4
|
)%
|
Construction
|
(11,941
|
)
|
|
(30,866
|
)
|
|
18,925
|
|
|
61.3
|
%
|
|||
International
|
(17,109
|
)
|
|
(6,297
|
)
|
|
(10,812
|
)
|
|
(171.7
|
)%
|
|||
Segment income (loss) before income taxes
|
(40,484
|
)
|
|
25,079
|
|
|
(65,563
|
)
|
|
(261.4
|
)%
|
|||
Shared Resources
|
2,144
|
|
|
(6,650
|
)
|
|
8,794
|
|
|
132.2
|
%
|
|||
Total
|
$
|
(38,340
|
)
|
|
$
|
18,429
|
|
|
$
|
(56,769
|
)
|
|
(308.0
|
)%
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands, except per share data)
|
||||||||||
Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders
|
|
|
|
|
|
||||||
Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders
|
$
|
(37,175
|
)
|
|
$
|
(31,598
|
)
|
|
$
|
8,722
|
|
Non-GAAP Adjustments
|
|
|
|
|
|
||||||
Impairment (1)
|
4,064
|
|
|
21,614
|
|
|
6,091
|
|
|||
Debt Issuance Cost Write-Off (2)
|
917
|
|
|
—
|
|
|
—
|
|
|||
Realignment / Store Closing Costs (3)
|
940
|
|
|
2,152
|
|
|
—
|
|
|||
Ukraine Remeasurement (4)
|
2,438
|
|
|
5,653
|
|
|
—
|
|
|||
Income Tax Valuation Adjustments (5)
|
2,339
|
|
|
306
|
|
|
1,701
|
|
|||
Total Non-GAAP Adjustments
|
10,698
|
|
|
29,725
|
|
|
7,792
|
|
|||
Adjusted Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders
|
$
|
(26,477
|
)
|
|
$
|
(1,873
|
)
|
|
$
|
16,514
|
|
|
|
|
|
|
|
||||||
Earnings (Loss) per Share - Diluted
|
|
|
|
|
|
||||||
Earnings (Loss) per Share - Diluted
|
$
|
(1.76
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
0.41
|
|
Non-GAAP Adjustments
|
|
|
|
|
|
||||||
Impairment (1)
|
0.19
|
|
|
1.03
|
|
|
0.29
|
|
|||
Debt Issuance Cost Write-Off (2)
|
0.04
|
|
|
—
|
|
|
—
|
|
|||
Realignment / Store Closing Costs (3)
|
0.05
|
|
|
0.10
|
|
|
—
|
|
|||
Ukraine Remeasurement (4)
|
0.12
|
|
|
0.27
|
|
|
—
|
|
|||
Income Tax Valuation Adjustments (5)
|
0.11
|
|
|
0.02
|
|
|
0.08
|
|
|||
Total Non-GAAP Adjustments
|
0.51
|
|
|
1.42
|
|
|
0.37
|
|
|||
Adjusted Earnings (Loss) per Share - Diluted
|
$
|
(1.25
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
0.78
|
|
(1)
|
See Notes 1 and 5 of the notes to our consolidated financial statements for details of this matter.
|
(2)
|
See Note 6 of the notes to our consolidated financial statements for details of this matter.
|
(3)
|
See Note 20 of the notes to our consolidated financial statements for details of this matter.
|
(4)
|
See the Foreign Currency Remeasurement Losses section of Management's Discussion and Analysis of Financial Condition and Results of Operations for details of this matter.
|
(5)
|
Amount reflects the initial valuation allowance recognized for all deferred tax assets for which no previous valuation allowance existed.
|
|
Net Cash Provided by (Used for) Operating Activities
|
|
Net Cash Provided by (Used for) Financing Activities
|
||||||||||||||||||||
|
Year Ended January 31,
|
|
Year Ended January 31,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Cash Flow, As Reported
|
$
|
231,884
|
|
|
$
|
41,058
|
|
|
$
|
(82,243
|
)
|
|
$
|
(268,956
|
)
|
|
$
|
9,004
|
|
|
$
|
39,803
|
|
Adjustment for Non-Manufacturer Floorplan Net Payments
|
(221,912
|
)
|
|
41,114
|
|
|
31,395
|
|
|
221,912
|
|
|
(41,114
|
)
|
|
(31,395
|
)
|
||||||
Adjustment for Constant Equity in Equipment Inventory
|
34,330
|
|
|
(10,475
|
)
|
|
41,201
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Adjusted Cash Flow
|
$
|
44,302
|
|
|
$
|
71,697
|
|
|
$
|
(9,647
|
)
|
|
$
|
(47,044
|
)
|
|
$
|
(32,110
|
)
|
|
$
|
8,408
|
|
|
|
|
|
Payments Due By Period
|
||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than
1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More Than
5 Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Long-term debt obligations (1)
|
|
$
|
59,202
|
|
|
$
|
4,074
|
|
|
$
|
18,516
|
|
|
$
|
6,438
|
|
|
$
|
30,174
|
|
Senior convertible note obligations (2)
|
|
168,281
|
|
|
5,625
|
|
|
11,250
|
|
|
151,406
|
|
|
—
|
|
|||||
Operating lease (3)
|
|
187,406
|
|
|
21,256
|
|
|
38,568
|
|
|
30,335
|
|
|
97,247
|
|
|||||
Purchase obligations (4)
|
|
2,383
|
|
|
1,418
|
|
|
966
|
|
|
—
|
|
|
—
|
|
|||||
Interest rate swap obligations (5)
|
|
5,069
|
|
|
1,901
|
|
|
3,168
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities (6)
|
|
1,525
|
|
|
209
|
|
|
383
|
|
|
193
|
|
|
740
|
|
|||||
Total
|
|
$
|
423,866
|
|
|
$
|
34,483
|
|
|
$
|
72,851
|
|
|
$
|
188,372
|
|
|
$
|
128,161
|
|
(1)
|
Includes obligations under notes payable issued in favor of our lenders and estimates of interest payable.
|
(2)
|
Includes coupon payments of interest on the contractual payment dates and payment of the principal balance on maturity in May 2019.
|
(3)
|
Includes minimum lease payment obligations under operating leases. Amounts do not include insurance or real estate taxes, which we include in our operating expenses and which we estimate will be approximately
$2.9 million
for the less than 1 year period,
$5.5 million
for the 1-3 year period,
$4.5 million
for the 3-5 year period, and
$15.7 million
for the more than 5 years period for a total of approximately
$28.6 million
. See Note 12 to our consolidated financial statements for a description of our operating lease obligations.
|
(4)
|
Primarily represents contracts related to information technology systems.
|
(5)
|
Includes scheduled fixed interest payments related to our interest rate swap derivative instrument.
|
(6)
|
Includes long-term portion of trade payables.
|
•
|
our beliefs and intentions with respect to our growth strategy, including growth through acquisitions, the profitability of expansion, the types of acquisition targets we intend to pursue, the availability of suitable acquisition targets, our ability to identify such targets, the industry climate for dealer consolidation, and our ability to implement our growth strategy;
|
•
|
our beliefs with respect to factors that will affect demand and seasonality of purchasing in the agricultural and construction industries;
|
•
|
our beliefs with respect to our primary supplier (CNH Industrial) of equipment and parts inventory;
|
•
|
our beliefs with respect to the equipment market, our competitors and our competitive advantages;
|
•
|
our beliefs with respect to the impact of government subsidies on the agriculture economy;
|
•
|
our beliefs with respect to the impact of natural resource exploration and related commodity prices in our operating region on our operating results;
|
•
|
our beliefs with respect to the impact of government regulations;
|
•
|
our beliefs with respect to ERP implementation and continued operations in the event of information system inoperability;
|
•
|
our beliefs with respect to our business strengths, including the Titan Operating Model, the diversity of our customer base, and the growth rate of our shared resources expenditures and our marketing efforts;
|
•
|
our plans and beliefs with respect to real property used in our business;
|
•
|
our plans and beliefs regarding future sales, sales mix, and marketing activities;
|
•
|
our beliefs and assumptions regarding the payment of dividends and repatriation of retained earnings from foreign operations;
|
•
|
our beliefs and assumptions regarding valuation reserves, equipment inventory balances, fixed operating expenses, and absorption rate;
|
•
|
our beliefs and expectations regarding our realignment activities including the amount and recognition of related costs;
|
•
|
our beliefs and expectations regarding the effects of the political climate and unstable economy in Ukraine;
|
•
|
our beliefs and assumptions with respect to our rental equipment operations;
|
•
|
our beliefs with respect to our employee relations and the impact of employee training and management strength on our revenues;
|
•
|
our assumptions, beliefs and expectations with respect to past and future market conditions, including interest rates, lending standards and public infrastructure spending, new environmental standards, and the impact these conditions will have on our operating results;
|
•
|
our beliefs with respect to the impact of our Credit Agreements, including future interest expense, limits on corporate transactions, financial covenant compliance, and ability to negotiate amendments or waivers;
|
•
|
our beliefs with respect to the impact of increase or decrease in applicable foreign exchange rates;
|
•
|
our beliefs with respect to the adequacy of our capital resources and the funding of debt service obligations and capital expenditures;
|
•
|
our plans and assumptions for future capital expenditures;
|
•
|
our cash needs, sources of liquidity, and the adequacy of our working capital; and
|
•
|
our expectations regarding the impact of inflation.
|
•
|
incorrect assumptions regarding our cash needs;
|
•
|
general economic conditions and construction activity in the markets where we operate;
|
•
|
our relationships with equipment suppliers;
|
•
|
our substantial leverage;
|
•
|
the risks associated with the expansion of our business;
|
•
|
our possible inability to integrate any businesses we acquire;
|
•
|
competitive pressures;
|
•
|
compliance with laws and regulations; and
|
•
|
other factors discussed under "Risk Factors" or elsewhere in this Form 10-K.
|
|
January 31, 2016
|
|
January 31, 2015
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash
|
$
|
89,465
|
|
|
$
|
127,528
|
|
Receivables (net of allowance of $3,591 and $4,218 as of January 31, 2016 and January 31, 2015, respectively)
|
56,552
|
|
|
76,382
|
|
||
Inventories
|
689,464
|
|
|
879,440
|
|
||
Prepaid expenses and other
|
9,753
|
|
|
10,634
|
|
||
Income taxes receivable
|
13,011
|
|
|
166
|
|
||
Assets held for sale
|
—
|
|
|
15,312
|
|
||
Total current assets
|
858,245
|
|
|
1,109,462
|
|
||
Intangibles and Other Assets
|
|
|
|
||||
Intangible assets, net of accumulated amortization
|
5,134
|
|
|
5,458
|
|
||
Other
|
1,317
|
|
|
2,014
|
|
||
Total intangibles and other assets
|
6,451
|
|
|
7,472
|
|
||
Property and Equipment, net of accumulated depreciation
|
183,179
|
|
|
208,680
|
|
||
Total Assets
|
$
|
1,047,875
|
|
|
$
|
1,325,614
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
16,863
|
|
|
$
|
17,659
|
|
Floorplan payable
|
444,780
|
|
|
625,162
|
|
||
Current maturities of long-term debt
|
1,557
|
|
|
7,749
|
|
||
Customer deposits
|
31,159
|
|
|
35,090
|
|
||
Accrued expenses
|
28,914
|
|
|
35,496
|
|
||
Income taxes payable
|
152
|
|
|
3,529
|
|
||
Liabilities held for sale
|
—
|
|
|
2,835
|
|
||
Total current liabilities
|
523,425
|
|
|
727,520
|
|
||
Long-Term Liabilities
|
|
|
|
||||
Senior convertible notes
|
134,145
|
|
|
129,889
|
|
||
Long-term debt, less current maturities
|
38,409
|
|
|
66,563
|
|
||
Deferred income taxes
|
11,135
|
|
|
19,971
|
|
||
Other long-term liabilities
|
2,412
|
|
|
3,312
|
|
||
Total long-term liabilities
|
186,101
|
|
|
219,735
|
|
||
Commitments and Contingencies (Notes 11 and 12)
|
|
|
|
||||
Stockholders' Equity
|
|
|
|
||||
Common stock, par value $.00001 per share, 45,000 shares authorized; 21,604 shares issued and outstanding at January 31, 2016; 21,406 shares issued and outstanding at January 31, 2015
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
242,491
|
|
|
240,180
|
|
||
Retained earnings
|
99,526
|
|
|
137,418
|
|
||
Accumulated other comprehensive loss
|
(4,461
|
)
|
|
(1,099
|
)
|
||
Total Titan Machinery Inc. stockholders' equity
|
337,556
|
|
|
376,499
|
|
||
Noncontrolling interest
|
793
|
|
|
1,860
|
|
||
Total stockholders' equity
|
338,349
|
|
|
378,359
|
|
||
Total Liabilities and Stockholders' Equity
|
$
|
1,047,875
|
|
|
$
|
1,325,614
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
|
|
|
|
|
||||||
Equipment
|
$
|
925,471
|
|
|
$
|
1,398,195
|
|
|
$
|
1,722,738
|
|
Parts
|
245,387
|
|
|
270,262
|
|
|
275,750
|
|
|||
Service
|
127,457
|
|
|
147,356
|
|
|
149,082
|
|
|||
Rental and other
|
69,520
|
|
|
84,433
|
|
|
78,876
|
|
|||
Total Revenue
|
1,367,835
|
|
|
1,900,246
|
|
|
2,226,446
|
|
|||
Cost of Revenue
|
|
|
|
|
|
||||||
Equipment
|
889,567
|
|
|
1,286,148
|
|
|
1,576,246
|
|
|||
Parts
|
173,083
|
|
|
189,540
|
|
|
192,199
|
|
|||
Service
|
46,814
|
|
|
53,924
|
|
|
54,608
|
|
|||
Rental and other
|
52,457
|
|
|
62,250
|
|
|
55,319
|
|
|||
Total Cost of Revenue
|
1,161,921
|
|
|
1,591,862
|
|
|
1,878,372
|
|
|||
Gross Profit
|
205,914
|
|
|
308,384
|
|
|
348,074
|
|
|||
Operating Expenses
|
220,524
|
|
|
273,271
|
|
|
291,202
|
|
|||
Impairment of Goodwill
|
—
|
|
|
24,739
|
|
|
6,261
|
|
|||
Impairment of Intangibles and Long-Lived Assets
|
6,903
|
|
|
6,486
|
|
|
3,454
|
|
|||
Realignment Costs
|
1,597
|
|
|
3,165
|
|
|
282
|
|
|||
Income (Loss) from Operations
|
(23,110
|
)
|
|
723
|
|
|
46,875
|
|
|||
Other Income (Expense)
|
|
|
|
|
|
||||||
Interest income and other income (expense)
|
(478
|
)
|
|
(4,272
|
)
|
|
2,109
|
|
|||
Floorplan interest expense
|
(18,334
|
)
|
|
(20,477
|
)
|
|
(16,764
|
)
|
|||
Other interest expense
|
(14,289
|
)
|
|
(14,314
|
)
|
|
(13,791
|
)
|
|||
Income (Loss) Before Income Taxes
|
(56,211
|
)
|
|
(38,340
|
)
|
|
18,429
|
|
|||
Provision for (Benefit from) Income Taxes
|
(17,982
|
)
|
|
(4,923
|
)
|
|
10,325
|
|
|||
Net Income (Loss) Including Noncontrolling Interest
|
(38,229
|
)
|
|
(33,417
|
)
|
|
8,104
|
|
|||
Less: Net Income (Loss) Attributable to Noncontrolling Interest
|
(337
|
)
|
|
(1,260
|
)
|
|
(747
|
)
|
|||
Net Income (Loss) Attributable to Titan Machinery Inc.
|
(37,892
|
)
|
|
(32,157
|
)
|
|
8,851
|
|
|||
Net (Income) Loss Allocated to Participating Securities - Note 1
|
717
|
|
|
559
|
|
|
(129
|
)
|
|||
Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders
|
$
|
(37,175
|
)
|
|
$
|
(31,598
|
)
|
|
$
|
8,722
|
|
Earnings (Loss) per Share - Note 1
|
|
|
|
|
|
||||||
Earnings (Loss) per Share - Basic
|
$
|
(1.76
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
0.42
|
|
Earnings (Loss) per Share - Diluted
|
$
|
(1.76
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
0.41
|
|
Weighted Average Common Shares - Basic
|
21,111
|
|
|
20,989
|
|
|
20,894
|
|
|||
Weighted Average Common Shares - Diluted
|
21,111
|
|
|
20,989
|
|
|
21,040
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income (Loss) Including Noncontrolling Interest
|
$
|
(38,229
|
)
|
|
$
|
(33,417
|
)
|
|
$
|
8,104
|
|
Other Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(4,598
|
)
|
|
(3,043
|
)
|
|
2,314
|
|
|||
Unrealized gain on net investment hedge derivative instruments, net of tax expense of $132, $1,900 and $114 for the years ended January 31, 2016, 2015 and 2014, respectively
|
201
|
|
|
2,849
|
|
|
170
|
|
|||
Unrealized loss on interest rate swap cash flow hedge derivative instrument, net of tax benefit of $524, $1,038 and $490 for the years ended January 31, 2016, 2015 and 2014, respectively
|
(785
|
)
|
|
(1,557
|
)
|
|
(737
|
)
|
|||
Unrealized gain (loss) on foreign currency contract cash flow hedge derivative instruments, net of tax expense (benefit) of $29 and ($85) for the year ended January 31, 2015 and 2014, respectively
|
—
|
|
|
44
|
|
|
(126
|
)
|
|||
Reclassification of loss on interest rate swap cash flow hedge derivative instruments included in net income (loss), net of tax benefit of $702 and $235 for the years ended January 31, 2016 and 2015, respectively
|
1,053
|
|
|
354
|
|
|
—
|
|
|||
Reclassification of loss on foreign currency contract cash flow hedge derivative instruments included in net income (loss), net of tax benefit of $24 and $31 for the years ended January 31, 2016 and 2015, respectively
|
37
|
|
|
45
|
|
|
—
|
|
|||
Total Other Comprehensive Income (Loss)
|
(4,092
|
)
|
|
(1,308
|
)
|
|
1,621
|
|
|||
Comprehensive Income (Loss)
|
(42,321
|
)
|
|
(34,725
|
)
|
|
9,725
|
|
|||
Comprehensive Income (Loss) Attributable to Noncontrolling Interest
|
(1,067
|
)
|
|
(1,130
|
)
|
|
(200
|
)
|
|||
Comprehensive Income (Loss) Attributable To Titan Machinery Inc.
|
$
|
(41,254
|
)
|
|
$
|
(33,595
|
)
|
|
$
|
9,925
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Shares Outstanding
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gains (Losses) on Net Investment Hedges
|
|
Unrealized Gains (Losses) on Interest Rate Swap Cash Flow Hedges
|
|
Unrealized Gains (Losses) on Foreign Currency Contract Cash Flow Hedges
|
|
Total
|
|
Total Titan Machinery Inc. Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Stockholders' Equity
|
|||||||||||||||||||||||
BALANCE, JANUARY 31, 2013
|
21,092
|
|
|
$
|
—
|
|
|
$
|
236,521
|
|
|
$
|
160,724
|
|
|
$
|
(226
|
)
|
|
$
|
(509
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(735
|
)
|
|
$
|
396,510
|
|
|
$
|
3,409
|
|
|
$
|
399,919
|
|
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options, and tax benefits of equity awards
|
147
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
254
|
|
|||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,131
|
|
|
—
|
|
|
2,131
|
|
|||||||||||
Other
|
22
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(638
|
)
|
|
(687
|
)
|
|||||||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
8,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,851
|
|
|
(747
|
)
|
|
8,104
|
|
|||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,767
|
|
|
170
|
|
|
(737
|
)
|
|
(126
|
)
|
|
1,074
|
|
|
1,074
|
|
|
547
|
|
|
1,621
|
|
|||||||||||
Total comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,925
|
|
|
(200
|
)
|
|
9,725
|
|
|||||||||||
BALANCE, JANUARY 31, 2014
|
21,261
|
|
|
—
|
|
|
238,857
|
|
|
169,575
|
|
|
1,541
|
|
|
(339
|
)
|
|
(737
|
)
|
|
(126
|
)
|
|
339
|
|
|
408,771
|
|
|
2,571
|
|
|
411,342
|
|
|||||||||||
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options, and tax benefits of equity awards
|
145
|
|
|
—
|
|
|
(310
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(310
|
)
|
|
—
|
|
|
(310
|
)
|
|||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,135
|
|
|
—
|
|
|
2,135
|
|
|||||||||||
Other
|
—
|
|
|
—
|
|
|
(502
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(502
|
)
|
|
419
|
|
|
(83
|
)
|
|||||||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,157
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,157
|
)
|
|
(1,260
|
)
|
|
(33,417
|
)
|
|||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,173
|
)
|
|
2,849
|
|
|
(1,203
|
)
|
|
89
|
|
|
(1,438
|
)
|
|
(1,438
|
)
|
|
130
|
|
|
(1,308
|
)
|
|||||||||||
Total comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,595
|
)
|
|
(1,130
|
)
|
|
(34,725
|
)
|
|||||||||||
BALANCE, JANUARY 31, 2015
|
21,406
|
|
|
—
|
|
|
240,180
|
|
|
137,418
|
|
|
(1,632
|
)
|
|
2,510
|
|
|
(1,940
|
)
|
|
(37
|
)
|
|
(1,099
|
)
|
|
376,499
|
|
|
1,860
|
|
|
378,359
|
|
|||||||||||
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options, and tax benefits of equity awards
|
198
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
208
|
|
|||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,103
|
|
|
—
|
|
|
2,103
|
|
|||||||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,892
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,892
|
)
|
|
(337
|
)
|
|
(38,229
|
)
|
|||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,868
|
)
|
|
201
|
|
|
268
|
|
|
37
|
|
|
(3,362
|
)
|
|
(3,362
|
)
|
|
(730
|
)
|
|
(4,092
|
)
|
|||||||||||
Total comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,254
|
)
|
|
(1,067
|
)
|
|
(42,321
|
)
|
|||||||||||
BALANCE, JANUARY 31, 2016
|
21,604
|
|
|
$
|
—
|
|
|
$
|
242,491
|
|
|
$
|
99,526
|
|
|
$
|
(5,500
|
)
|
|
$
|
2,711
|
|
|
$
|
(1,672
|
)
|
|
$
|
—
|
|
|
$
|
(4,461
|
)
|
|
$
|
337,556
|
|
|
$
|
793
|
|
|
$
|
338,349
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interest
|
$
|
(38,229
|
)
|
|
$
|
(33,417
|
)
|
|
$
|
8,104
|
|
Adjustments to reconcile net income (loss) including noncontrolling interest to net cash provided by (used for) operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
28,538
|
|
|
31,768
|
|
|
30,794
|
|
|||
Impairment of goodwill, intangible assets and long-lived assets
|
6,903
|
|
|
31,225
|
|
|
9,715
|
|
|||
Deferred income taxes
|
(9,171
|
)
|
|
(14,837
|
)
|
|
(4,939
|
)
|
|||
Stock-based compensation expense
|
2,103
|
|
|
2,135
|
|
|
2,131
|
|
|||
Noncash interest expense
|
6,717
|
|
|
4,723
|
|
|
4,537
|
|
|||
Unrealized foreign currency (gain) loss on loans to international subsidiaries
|
(179
|
)
|
|
5,788
|
|
|
(534
|
)
|
|||
Other, net
|
(517
|
)
|
|
90
|
|
|
(515
|
)
|
|||
Changes in assets and liabilities
|
|
|
|
|
|
||||||
Receivables, prepaid expenses and other assets
|
24,326
|
|
|
25,395
|
|
|
13,067
|
|
|||
Inventories
|
196,983
|
|
|
171,595
|
|
|
(182,374
|
)
|
|||
Manufacturer floorplan payable
|
45,005
|
|
|
(157,352
|
)
|
|
27,630
|
|
|||
Accounts payable, customer deposits, accrued expenses and other long-term liabilities
|
(14,318
|
)
|
|
(29,603
|
)
|
|
10,455
|
|
|||
Income taxes
|
(16,277
|
)
|
|
3,548
|
|
|
(314
|
)
|
|||
Net Cash Provided by (Used for) Operating Activities
|
231,884
|
|
|
41,058
|
|
|
(82,243
|
)
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Rental fleet purchases
|
(341
|
)
|
|
(806
|
)
|
|
(783
|
)
|
|||
Property and equipment purchases (excluding rental fleet)
|
(8,070
|
)
|
|
(16,206
|
)
|
|
(18,227
|
)
|
|||
Proceeds from sale of property and equipment
|
7,777
|
|
|
16,803
|
|
|
16,712
|
|
|||
Purchase of equipment dealerships, net of cash purchased
|
—
|
|
|
(584
|
)
|
|
(4,848
|
)
|
|||
Proceeds upon settlement of net investment hedge derivative instruments
|
337
|
|
|
5,840
|
|
|
1,108
|
|
|||
Payments upon settlement of net investment hedge derivative instruments
|
(23
|
)
|
|
(915
|
)
|
|
(981
|
)
|
|||
Other, net
|
194
|
|
|
271
|
|
|
(58
|
)
|
|||
Net Cash Provided by (Used for) Investing Activities
|
(126
|
)
|
|
4,403
|
|
|
(7,077
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net change in non-manufacturer floorplan payable
|
(221,912
|
)
|
|
41,114
|
|
|
31,395
|
|
|||
Proceeds from long-term debt borrowings
|
72,907
|
|
|
113,000
|
|
|
143,918
|
|
|||
Principal payments on long-term debt
|
(116,876
|
)
|
|
(140,728
|
)
|
|
(133,960
|
)
|
|||
Payment on other long-term liabilities
|
—
|
|
|
(3,748
|
)
|
|
—
|
|
|||
Payment of debt issuance costs
|
(3,397
|
)
|
|
(581
|
)
|
|
(1,057
|
)
|
|||
Other, net
|
322
|
|
|
(53
|
)
|
|
(493
|
)
|
|||
Net Cash Provided by (Used for) Financing Activities
|
(268,956
|
)
|
|
9,004
|
|
|
39,803
|
|
|||
Effect of Exchange Rate Changes on Cash
|
(865
|
)
|
|
(1,179
|
)
|
|
(601
|
)
|
|||
Net Change in Cash
|
(38,063
|
)
|
|
53,286
|
|
|
(50,118
|
)
|
|||
Cash at Beginning of Period
|
127,528
|
|
|
74,242
|
|
|
124,360
|
|
|||
Cash at End of Period
|
$
|
89,465
|
|
|
$
|
127,528
|
|
|
$
|
74,242
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the period
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
$
|
7,324
|
|
|
$
|
6,369
|
|
|
$
|
15,729
|
|
Interest
|
$
|
25,840
|
|
|
$
|
30,044
|
|
|
$
|
26,134
|
|
Supplemental Disclosures of Noncash Investing and Financing Activities
|
|
|
|
|
|
||||||
Net property and equipment financed with long-term debt, accounts payable and accrued liabilities
|
$
|
12,156
|
|
|
$
|
3,829
|
|
|
$
|
22,242
|
|
Long-term debt extinguished upon sale of property and equipment
|
$
|
3,315
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net transfer of assets to (from) property and equipment from (to) inventories
|
$
|
(3,912
|
)
|
|
$
|
8,128
|
|
|
$
|
41,582
|
|
•
|
CNH Industrial provides a significant percentage of the financing used by its customers to purchase CNH Industrial equipment from the Company.
|
Buildings and leasehold improvements
|
Lesser of 10 - 40 years or lease term
|
Machinery and equipment
|
3 - 10 years
|
Furniture and fixtures
|
3 - 10 years
|
Vehicles
|
5 - 10 years
|
Rental fleet
|
3 - 10 years
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Basic Weighted-Average Common Shares Outstanding
|
21,111
|
|
|
20,989
|
|
|
20,894
|
|
|||
Plus: Incremental Shares From Assumed Exercise of Stock Options
|
—
|
|
|
—
|
|
|
146
|
|
|||
Diluted Weighted-Average Common Shares Outstanding
|
21,111
|
|
|
20,989
|
|
|
21,040
|
|
|||
|
|
|
|
|
|
||||||
Anti-Dilutive Shares Excluded From Diluted Weighted-Average Common Shares Outstanding
|
|
|
|
|
|
||||||
Stock Options
|
174
|
|
|
221
|
|
|
99
|
|
|||
Shares Underlying Senior Convertible Notes (conversion price of $43.17)
|
3,474
|
|
|
3,474
|
|
|
3,474
|
|
|||
|
|
|
|
|
|
||||||
Earnings (Loss) per Share - Basic
|
$
|
(1.76
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
0.42
|
|
Earnings (Loss) per Share - Diluted
|
$
|
(1.76
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
0.41
|
|
|
January 31, 2016
|
|
January 31, 2015
|
||||
|
(in thousands)
|
||||||
Trade accounts receivable
|
|
|
|
||||
Due from customers
|
$
|
29,204
|
|
|
$
|
46,526
|
|
Due from finance companies
|
19,250
|
|
|
15,489
|
|
||
Due from manufacturers
|
11,642
|
|
|
18,480
|
|
||
Total trade accounts receivable
|
60,096
|
|
|
80,495
|
|
||
Other receivables
|
47
|
|
|
105
|
|
||
|
60,143
|
|
|
80,600
|
|
||
Less allowance for doubtful accounts
|
(3,591
|
)
|
|
(4,218
|
)
|
||
|
$
|
56,552
|
|
|
$
|
76,382
|
|
|
January 31, 2016
|
|
January 31, 2015
|
||||
|
(in thousands)
|
||||||
New equipment
|
$
|
323,393
|
|
|
$
|
442,984
|
|
Used equipment
|
267,893
|
|
|
318,308
|
|
||
Parts and attachments
|
87,807
|
|
|
107,893
|
|
||
Work in process
|
10,371
|
|
|
10,255
|
|
||
|
$
|
689,464
|
|
|
$
|
879,440
|
|
|
January 31, 2016
|
|
January 31, 2015
|
||||
|
(in thousands)
|
||||||
Rental fleet equipment
|
$
|
137,754
|
|
|
$
|
148,198
|
|
Machinery and equipment
|
23,051
|
|
|
24,071
|
|
||
Vehicles
|
36,537
|
|
|
43,435
|
|
||
Furniture and fixtures
|
38,149
|
|
|
39,421
|
|
||
Land, buildings, and leasehold improvements
|
63,460
|
|
|
57,630
|
|
||
|
298,951
|
|
|
312,755
|
|
||
Less accumulated depreciation
|
(115,772
|
)
|
|
(104,075
|
)
|
||
|
$
|
183,179
|
|
|
$
|
208,680
|
|
|
January 31, 2016
|
|
January 31, 2015
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Covenants not to compete
|
$
|
972
|
|
|
$
|
(720
|
)
|
|
$
|
252
|
|
|
$
|
2,078
|
|
|
$
|
(1,521
|
)
|
|
$
|
557
|
|
Customer relationships
|
—
|
|
|
—
|
|
|
—
|
|
|
1,188
|
|
|
(1,169
|
)
|
|
19
|
|
||||||
|
$
|
972
|
|
|
$
|
(720
|
)
|
|
$
|
252
|
|
|
$
|
3,266
|
|
|
$
|
(2,690
|
)
|
|
$
|
576
|
|
Years ending January 31,
|
Amount
|
||
|
(in thousands)
|
||
2017
|
$
|
132
|
|
2018
|
74
|
|
|
2019
|
27
|
|
|
2020
|
15
|
|
|
2021
|
4
|
|
|
|
$
|
252
|
|
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at January 31, 2014
|
$
|
9,584
|
|
|
$
|
72
|
|
|
$
|
809
|
|
|
$
|
10,465
|
|
Arising in completed business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Impairment
|
(4,774
|
)
|
|
—
|
|
|
(724
|
)
|
|
(5,498
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
(85
|
)
|
||||
Balance at January 31, 2015
|
4,810
|
|
|
72
|
|
|
—
|
|
|
4,882
|
|
||||
Arising in completed business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at January 31, 2016
|
$
|
4,810
|
|
|
$
|
72
|
|
|
$
|
—
|
|
|
$
|
4,882
|
|
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at January 31, 2014
|
$
|
24,642
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
24,751
|
|
Arising in completed business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Impairment
|
(24,642
|
)
|
|
—
|
|
|
(97
|
)
|
|
(24,739
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
||||
Balance at January 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
i.
|
During any fiscal quarter commencing after July 31, 2012, if for at least 20 trading days (whether or not consecutive) during the
30
consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of the Company's common stock on such trading day is greater than or equal to
120%
of the applicable conversion price on such trading day.
|
ii.
|
During the
five
consecutive business day period immediately following any
five
consecutive trading day period in which, for each trading day of that period, the trading price per $1,000 principal amount of the Senior Convertible Notes is less than
98%
of the product of the last reported sale price of the Company's common stock on such trading day and the applicable conversion rate on such trading day.
|
iii.
|
If the Company calls any or all of the Senior Convertible Notes for redemption at any time prior to the close of business on the business day immediately preceding the redemption date.
|
iv.
|
Upon the occurrence of corporate transactions specified in the Indenture.
|
v.
|
At any time on and after February 1, 2019 until the close of business on the business day immediately preceding the maturity date.
|
|
January 31, 2016
|
|
January 31, 2015
|
||||
|
(in thousands, except conversion rate and conversion price)
|
||||||
Principal value
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Unamortized debt discount
|
(13,946
|
)
|
|
(17,650
|
)
|
||
Unamortized debt issuance costs
|
(1,909
|
)
|
|
(2,461
|
)
|
||
Carrying value of senior convertible notes
|
$
|
134,145
|
|
|
$
|
129,889
|
|
|
|
|
|
||||
Carrying value of equity component, net of deferred taxes
|
$
|
15,546
|
|
|
$
|
15,546
|
|
|
|
|
|
||||
Conversion rate (shares of common stock per $1,000 principal amount of notes)
|
23.1626
|
|
|
|
|||
Conversion price (per share of common stock)
|
$
|
43.17
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Cash Interest Expense
|
|
|
|
|
|
||||||
Coupon interest expense
|
$
|
5,625
|
|
|
$
|
5,625
|
|
|
$
|
5,625
|
|
Noncash Interest Expense
|
|
|
|
|
|
||||||
Amortization of debt discount
|
3,703
|
|
|
3,457
|
|
|
3,227
|
|
|||
Amortization of transaction costs
|
552
|
|
|
538
|
|
|
524
|
|
|||
|
$
|
9,880
|
|
|
$
|
9,620
|
|
|
$
|
9,376
|
|
|
January 31, 2016
|
|
January 31, 2015
|
||||
|
(in thousands)
|
||||||
Sale-leaseback financing obligations and capital leases, interest rates primarily ranging from 3.4% to 12.6%,with various maturity dates through December 2030
|
$
|
25,559
|
|
|
$
|
13,313
|
|
Variable rate notes payable to GE Commercial Distribution Finance Corporation, interest rate of LIBOR + 3.24%, monthly installment payments including interest, various maturity dates through December 2018, secured by rental fleet equipment
|
11,767
|
|
|
14,489
|
|
||
Fixed rate notes payable to various finance companies, interest rates primarily ranging from 2.94% to 4.50%, due in monthly installments including interest and various maturity dates through February 2021, secured by fixed assets
|
2,640
|
|
|
5,577
|
|
||
Fixed rate notes payable to Wells Fargo Bank, N.A., interest rates of 3.96%, monthly interest payments with the principal payment due February 2016, secured by rental fleet equipment
|
—
|
|
|
21,333
|
|
||
Working Capital Line payable to Wells Fargo (see details in Note 6), net of unamortized debt issuance costs of $560 as of January 31, 2015
|
—
|
|
|
18,159
|
|
||
Other
|
—
|
|
|
1,441
|
|
||
|
39,966
|
|
|
74,312
|
|
||
Less current maturities
|
(1,557
|
)
|
|
(7,749
|
)
|
||
|
$
|
38,409
|
|
|
$
|
66,563
|
|
|
Sale-Leaseback Financing Obligations & Capital Leases
|
|
|
|
Total Present Value of Minimum Lease Payments and Other Long-Term Debt
|
||||||||||||||
Years Ending January 31,
|
Minimum Lease Payments
|
|
Interest
|
|
Present Value of Minimum Lease Payments
|
|
Other Long-Term Debt
|
|
|||||||||||
|
(in thousands)
|
||||||||||||||||||
2017
|
$
|
3,120
|
|
|
$
|
1,985
|
|
|
$
|
1,135
|
|
|
$
|
422
|
|
|
$
|
1,557
|
|
2018
|
3,132
|
|
|
1,904
|
|
|
1,228
|
|
|
11,969
|
|
|
13,197
|
|
|||||
2019
|
3,077
|
|
|
1,816
|
|
|
1,261
|
|
|
157
|
|
|
1,418
|
|
|||||
2020
|
3,041
|
|
|
1,729
|
|
|
1,312
|
|
|
120
|
|
|
1,432
|
|
|||||
2021
|
3,041
|
|
|
1,716
|
|
|
1,325
|
|
|
76
|
|
|
1,401
|
|
|||||
Thereafter
|
28,504
|
|
|
9,206
|
|
|
19,298
|
|
|
1,663
|
|
|
20,961
|
|
|||||
|
$
|
43,915
|
|
|
$
|
18,356
|
|
|
$
|
25,559
|
|
|
$
|
14,407
|
|
|
$
|
39,966
|
|
|
Notional Amount as of:
|
||||||
|
January 31, 2016
|
|
January 31, 2015
|
||||
|
(in thousands)
|
||||||
Net investment hedge:
|
|
|
|
||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
14,223
|
|
Cash flow hedges:
|
|
|
|
||||
Interest rate swap
|
100,000
|
|
|
100,000
|
|
||
Foreign currency contracts
|
—
|
|
|
—
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Foreign currency contracts
|
13,148
|
|
|
30,030
|
|
|
Fair Value as of:
|
|
|
||||||
|
January 31, 2016
|
|
January 31, 2015
|
|
Balance Sheet Location
|
||||
|
(in thousands)
|
|
|
||||||
Asset Derivatives:
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
125
|
|
|
$
|
—
|
|
|
Prepaid expenses and other
|
Total Asset Derivatives
|
$
|
125
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||
Liability Derivatives:
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Net investment hedges:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
19
|
|
|
Accrued expenses
|
Cash flow hedges:
|
|
|
|
|
|
||||
Interest rate swap
|
2,836
|
|
|
3,233
|
|
|
Accrued expenses
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency contracts
|
—
|
|
|
17
|
|
|
Accrued expenses
|
||
Total Liability Derivatives
|
$
|
2,836
|
|
|
$
|
3,269
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
OCI
|
|
Income
|
|
OCI
|
|
Income
|
|
OCI
|
|
Income
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts
|
$
|
333
|
|
|
$
|
—
|
|
|
$
|
4,749
|
|
|
$
|
—
|
|
|
$
|
284
|
|
|
$
|
—
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap (a)
|
(1,309
|
)
|
|
(1,755
|
)
|
|
(2,595
|
)
|
|
(589
|
)
|
|
(1,227
|
)
|
|
—
|
|
||||||
Foreign currency contracts (b)
|
—
|
|
|
(62
|
)
|
|
73
|
|
|
(76
|
)
|
|
(211
|
)
|
|
—
|
|
||||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts (c)
|
—
|
|
|
996
|
|
|
—
|
|
|
5,683
|
|
|
—
|
|
|
(720
|
)
|
||||||
Total Derivatives
|
$
|
(976
|
)
|
|
$
|
(821
|
)
|
|
$
|
2,227
|
|
|
$
|
5,018
|
|
|
$
|
(1,154
|
)
|
|
$
|
(720
|
)
|
|
January 31, 2016
|
|
January 31, 2015
|
||||
|
(in thousands)
|
||||||
Compensation
|
$
|
13,985
|
|
|
$
|
17,289
|
|
Sales, payroll, real estate and value added taxes
|
3,806
|
|
|
4,826
|
|
||
Interest
|
2,466
|
|
|
2,377
|
|
||
Insurance
|
1,395
|
|
|
1,607
|
|
||
Deferred revenue
|
1,247
|
|
|
3,022
|
|
||
Derivative liabilities
|
2,836
|
|
|
3,269
|
|
||
Other
|
3,179
|
|
|
3,106
|
|
||
|
$
|
28,914
|
|
|
$
|
35,496
|
|
Years ending January 31,
|
Amount
|
||
|
(in thousands)
|
||
2017
|
$
|
21,256
|
|
2018
|
19,887
|
|
|
2019
|
18,681
|
|
|
2020
|
15,492
|
|
|
2021
|
14,843
|
|
|
Thereafter
|
97,247
|
|
|
|
$
|
187,406
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
U.S.
|
$
|
(53,211
|
)
|
|
$
|
(20,825
|
)
|
|
$
|
25,713
|
|
Foreign
|
(3,000
|
)
|
|
(17,515
|
)
|
|
(7,284
|
)
|
|||
Total
|
$
|
(56,211
|
)
|
|
$
|
(38,340
|
)
|
|
$
|
18,429
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(9,193
|
)
|
|
$
|
8,615
|
|
|
$
|
13,086
|
|
State
|
147
|
|
|
1,245
|
|
|
2,029
|
|
|||
Foreign
|
235
|
|
|
54
|
|
|
149
|
|
|||
Total current taxes
|
(8,811
|
)
|
|
9,914
|
|
|
15,264
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(7,766
|
)
|
|
(13,372
|
)
|
|
(4,832
|
)
|
|||
State
|
(1,427
|
)
|
|
(1,504
|
)
|
|
(533
|
)
|
|||
Foreign
|
22
|
|
|
39
|
|
|
426
|
|
|||
Total deferred taxes
|
(9,171
|
)
|
|
(14,837
|
)
|
|
(4,939
|
)
|
|||
|
$
|
(17,982
|
)
|
|
$
|
(4,923
|
)
|
|
$
|
10,325
|
|
|
2016
|
|
2015
|
|
2014
|
|||
U.S. statutory rate
|
(35.0
|
)%
|
|
(35.0
|
)%
|
|
35.0
|
%
|
Foreign statutory rates
|
0.6
|
%
|
|
14.6
|
%
|
|
2.9
|
%
|
State taxes on income net of federal tax benefit
|
(4.1
|
)%
|
|
(4.4
|
)%
|
|
4.5
|
%
|
Valuation allowances
|
5.7
|
%
|
|
14.6
|
%
|
|
10.3
|
%
|
Impairment of nondeductible goodwill from stock acquisitions
|
—
|
%
|
|
6.9
|
%
|
|
—
|
%
|
Foreign currency devaluation
|
(1.0
|
)%
|
|
(11.6
|
)%
|
|
—
|
%
|
All other, net
|
1.8
|
%
|
|
2.1
|
%
|
|
3.3
|
%
|
|
(32.0
|
)%
|
|
(12.8
|
)%
|
|
56.0
|
%
|
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventory allowances
|
$
|
18,494
|
|
|
$
|
11,568
|
|
Goodwill and other intangibles
|
6,998
|
|
|
7,995
|
|
||
Net operating losses
|
6,176
|
|
|
5,888
|
|
||
Accrued liabilities and other
|
3,670
|
|
|
4,980
|
|
||
Receivables
|
1,115
|
|
|
994
|
|
||
Hedging and derivatives
|
1,085
|
|
|
1,286
|
|
||
Stock-based compensation
|
863
|
|
|
1,125
|
|
||
Other
|
778
|
|
|
631
|
|
||
Total deferred tax assets
|
39,179
|
|
|
34,467
|
|
||
Valuation allowances
|
(8,853
|
)
|
|
(7,545
|
)
|
||
Deferred tax assets, net of valuation allowances
|
$
|
30,326
|
|
|
$
|
26,922
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
(36,141
|
)
|
|
$
|
(40,177
|
)
|
Senior convertible notes
|
(5,320
|
)
|
|
(6,716
|
)
|
||
Total deferred tax liabilities
|
$
|
(41,461
|
)
|
|
$
|
(46,893
|
)
|
|
|
|
|
||||
Net deferred tax liability
|
$
|
(11,135
|
)
|
|
$
|
(19,971
|
)
|
|
Number of Stock Options
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Weighted Average Remaining Contractual Life (Years)
|
|||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||
Outstanding at January 31, 2015
|
375
|
|
|
$
|
11.74
|
|
|
$
|
1,731
|
|
|
2.8
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(55
|
)
|
|
4.77
|
|
|
|
|
|
|||
Forfeited
|
(31
|
)
|
|
19.96
|
|
|
|
|
|
|||
Outstanding at January 31, 2016
|
289
|
|
|
$
|
12.19
|
|
|
$
|
76
|
|
|
2.0
|
Exercisable at January 31, 2016
|
289
|
|
|
$
|
12.19
|
|
|
$
|
76
|
|
|
2.0
|
|
|
Stock Options Outstanding and Exercisable
|
|||||||
Range of Exercise Prices
|
|
Number
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Weighted Average Exercise Price
|
|||
|
|
(in thousands)
|
|
|
|
|
|||
$ 4.00-8.50
|
|
179
|
|
|
1.7
|
|
$
|
8.07
|
|
10.20-14.69
|
|
36
|
|
|
2.8
|
|
11.40
|
|
|
21.21-26.84
|
|
74
|
|
|
2.5
|
|
22.56
|
|
|
|
|
289
|
|
|
2.0
|
|
$
|
12.19
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average Remaining Contractual Life (Years)
|
|||
|
(in thousands)
|
|
|
|
|
|||
Nonvested at January 31, 2015
|
382
|
|
|
$
|
20.38
|
|
|
3.3
|
Granted
|
191
|
|
|
15.41
|
|
|
|
|
Forfeited
|
(48
|
)
|
|
19.40
|
|
|
|
|
Vested
|
(123
|
)
|
|
20.12
|
|
|
|
|
Nonvested at January 31, 2016
|
402
|
|
|
$
|
18.21
|
|
|
3.4
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average Remaining Contractual Life (Years)
|
|||
|
(in thousands)
|
|
|
|
|
|||
Nonvested at January 31, 2015
|
30
|
|
|
$
|
18.12
|
|
|
2.2
|
Granted
|
32
|
|
|
15.47
|
|
|
|
|
Forfeited
|
(1
|
)
|
|
18.12
|
|
|
|
|
Vested
|
—
|
|
|
—
|
|
|
|
|
Nonvested at January 31, 2016
|
61
|
|
|
$
|
16.71
|
|
|
1.7
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Cash
|
$
|
—
|
|
|
$
|
2
|
|
Receivables
|
147
|
|
|
270
|
|
||
Inventories
|
525
|
|
|
2,658
|
|
||
Property and equipment
|
156
|
|
|
2,119
|
|
||
Intangible assets
|
—
|
|
|
182
|
|
||
Goodwill
|
—
|
|
|
71
|
|
||
|
$
|
828
|
|
|
$
|
5,302
|
|
|
|
|
|
||||
Customer deposits
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
|
|
|
||||
Cash consideration
|
$
|
584
|
|
|
$
|
4,850
|
|
Non-cash consideration: liabilities incurred
|
244
|
|
|
448
|
|
||
Total consideration
|
$
|
828
|
|
|
$
|
5,298
|
|
|
|
|
|
||||
Goodwill related to the Construction operating segment
|
$
|
—
|
|
|
$
|
71
|
|
|
|
|
|
||||
Goodwill expected to be deductible for tax purposes
|
$
|
—
|
|
|
$
|
71
|
|
|
January 31, 2016
|
|
January 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Financial Assets
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
2,836
|
|
|
$
|
—
|
|
|
$
|
2,836
|
|
|
$
|
—
|
|
|
$
|
3,233
|
|
|
$
|
—
|
|
|
$
|
3,233
|
|
Foreign currency contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
||||||||
Total Financial Liabilities
|
$
|
—
|
|
|
$
|
2,836
|
|
|
$
|
—
|
|
|
$
|
2,836
|
|
|
$
|
—
|
|
|
$
|
3,269
|
|
|
$
|
—
|
|
|
$
|
3,269
|
|
|
January 31, 2016
|
|
January 31, 2015
|
||||||||||||||||||||
|
Estimated Fair Value
|
|
Carrying Value
|
|
Face Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Face Value
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Senior convertible notes
|
$
|
105,000
|
|
|
$
|
134,145
|
|
|
$
|
150,000
|
|
|
$
|
111,000
|
|
|
$
|
129,889
|
|
|
$
|
150,000
|
|
|
2016
|
|
2015
|
|
2014
|
|
Income Statement Classification
|
||||||
|
(in thousands)
|
|
|
||||||||||
Agriculture Segment
|
|
|
|
|
|
|
|
||||||
Lease termination costs
|
$
|
283
|
|
|
$
|
148
|
|
|
$
|
—
|
|
|
Realignment Costs
|
Employee severance costs
|
362
|
|
|
118
|
|
|
—
|
|
|
Realignment Costs
|
|||
Impairment of fixed assets, net of gains on asset disposition
|
249
|
|
|
85
|
|
|
—
|
|
|
Impairment of Intangibles and Long-Lived Assets
|
|||
Asset relocation and other closing costs
|
88
|
|
|
84
|
|
|
—
|
|
|
Realignment Costs
|
|||
Inventory cost adjustments
|
—
|
|
|
471
|
|
|
—
|
|
|
Cost of Revenue - Equipment
|
|||
|
$
|
982
|
|
|
$
|
906
|
|
|
$
|
—
|
|
|
|
Construction Segment
|
|
|
|
|
|
|
|
||||||
Lease termination costs
|
$
|
372
|
|
|
$
|
1,795
|
|
|
$
|
282
|
|
|
Realignment Costs
|
Employee severance costs
|
225
|
|
|
497
|
|
|
—
|
|
|
Realignment Costs
|
|||
Impairment of fixed assets, net of gains on asset disposition
|
10
|
|
|
(60
|
)
|
|
—
|
|
|
Impairment of Intangibles and Long-Lived Assets
|
|||
Asset relocation and other closing costs
|
38
|
|
|
379
|
|
|
—
|
|
|
Realignment Costs
|
|||
|
$
|
645
|
|
|
$
|
2,611
|
|
|
$
|
282
|
|
|
|
International
|
|
|
|
|
|
|
|
||||||
Employee severance costs
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
Realignment Costs
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
|
Shared Resource Center
|
|
|
|
|
|
|
|
||||||
Lease termination costs
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Employee severance costs
|
187
|
|
|
300
|
|
|
—
|
|
|
Realignment Costs
|
|||
Impairment of fixed assets, net of gains on asset disposition
|
110
|
|
|
—
|
|
|
—
|
|
|
Impairment of Intangibles and Long-Lived Assets
|
|||
|
$
|
334
|
|
|
$
|
300
|
|
|
$
|
—
|
|
|
|
Total
|
|
|
|
|
|
|
|
||||||
Lease termination costs
|
$
|
692
|
|
|
$
|
1,943
|
|
|
$
|
282
|
|
|
Realignment Costs
|
Employee severance costs
|
774
|
|
|
971
|
|
|
—
|
|
|
Realignment Costs
|
|||
Impairment of fixed assets, net of gains on asset disposition
|
369
|
|
|
25
|
|
|
—
|
|
|
Impairment of Intangibles and Long-Lived Assets
|
|||
Asset relocation and other closing costs
|
126
|
|
|
463
|
|
|
—
|
|
|
Realignment Costs
|
|||
Inventory cost adjustments
|
—
|
|
|
471
|
|
|
—
|
|
|
Cost of Revenue - Equipment
|
|||
|
$
|
1,961
|
|
|
$
|
3,873
|
|
|
$
|
282
|
|
|
|
|
Amount
|
||
|
(in thousands)
|
||
Balance, January 31, 2014
|
$
|
548
|
|
Exit costs incurred and charged to expense
|
|
||
Lease termination costs
|
1,943
|
|
|
Employee severance costs
|
971
|
|
|
Exit costs paid
|
|
||
Lease termination costs
|
(679
|
)
|
|
Employee severance costs
|
(971
|
)
|
|
Adjustments
|
|
||
Lease termination costs
|
(106
|
)
|
|
Balance, January 31, 2015
|
1,706
|
|
|
Exit costs incurred and charged to expense
|
|
||
Lease termination costs
|
692
|
|
|
Employee severance costs
|
774
|
|
|
Exit costs paid
|
|
||
Lease termination costs
|
(1,738
|
)
|
|
Employee severance costs
|
(774
|
)
|
|
Balance, January 31, 2016
|
$
|
660
|
|
|
January 31, 2015
|
||
|
(in thousands)
|
||
Assets Held for Sale
|
|
||
Receivables
|
$
|
147
|
|
Inventories
|
|
||
New equipment
|
6,269
|
|
|
Used equipment
|
3,973
|
|
|
Parts and attachments
|
920
|
|
|
Work in process
|
65
|
|
|
Total inventories
|
11,227
|
|
|
Property and equipment
|
|
||
Machinery and equipment
|
114
|
|
|
Vehicles
|
155
|
|
|
Furniture and fixtures
|
57
|
|
|
Land, buildings, and leasehold improvements
|
3,612
|
|
|
Total property and equipment
|
3,938
|
|
|
|
$
|
15,312
|
|
Liabilities Held for Sale
|
|
||
Accounts payable
|
$
|
151
|
|
Floorplan payable
|
1,771
|
|
|
Customer deposits
|
913
|
|
|
|
$
|
2,835
|
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Agriculture
|
$
|
864,851
|
|
|
$
|
1,346,457
|
|
|
$
|
1,722,908
|
|
Construction
|
340,916
|
|
|
389,435
|
|
|
365,421
|
|
|||
International
|
162,068
|
|
|
164,354
|
|
|
138,117
|
|
|||
Total
|
$
|
1,367,835
|
|
|
$
|
1,900,246
|
|
|
$
|
2,226,446
|
|
Income (Loss) Before Income Taxes
|
|
|
|
|
|
||||||
Agriculture
|
$
|
(29,710
|
)
|
|
$
|
(11,434
|
)
|
|
$
|
62,242
|
|
Construction
|
(26,388
|
)
|
|
(11,941
|
)
|
|
(30,866
|
)
|
|||
International
|
(3,004
|
)
|
|
(17,109
|
)
|
|
(6,297
|
)
|
|||
Segment income (loss) before income taxes
|
(59,102
|
)
|
|
(40,484
|
)
|
|
25,079
|
|
|||
Shared Resources
|
2,891
|
|
|
2,144
|
|
|
(6,650
|
)
|
|||
Total
|
$
|
(56,211
|
)
|
|
$
|
(38,340
|
)
|
|
$
|
18,429
|
|
Total Impairment
|
|
|
|
|
|
||||||
Agriculture
|
$
|
3,975
|
|
|
$
|
30,008
|
|
|
$
|
—
|
|
Construction
|
2,752
|
|
|
266
|
|
|
7,961
|
|
|||
International
|
—
|
|
|
951
|
|
|
1,754
|
|
|||
Segment impairment
|
6,727
|
|
|
31,225
|
|
|
9,715
|
|
|||
Shared Resources
|
176
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
6,903
|
|
|
$
|
31,225
|
|
|
$
|
9,715
|
|
Realignment Costs
|
|
|
|
|
|
||||||
Agriculture
|
$
|
738
|
|
|
$
|
350
|
|
|
$
|
—
|
|
Construction
|
635
|
|
|
2,459
|
|
|
282
|
|
|||
International
|
—
|
|
|
56
|
|
|
—
|
|
|||
Segment impairment
|
1,373
|
|
|
2,865
|
|
|
282
|
|
|||
Shared Resources
|
224
|
|
|
300
|
|
|
—
|
|
|||
Total
|
$
|
1,597
|
|
|
$
|
3,165
|
|
|
$
|
282
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Interest Income
|
|
|
|
|
|
||||||
Agriculture
|
$
|
159
|
|
|
$
|
214
|
|
|
$
|
270
|
|
Construction
|
396
|
|
|
459
|
|
|
638
|
|
|||
International
|
68
|
|
|
83
|
|
|
102
|
|
|||
Segment interest income
|
623
|
|
|
756
|
|
|
1,010
|
|
|||
Shared Resources
|
17
|
|
|
27
|
|
|
22
|
|
|||
Total
|
$
|
640
|
|
|
$
|
783
|
|
|
$
|
1,032
|
|
Interest Expense
|
|
|
|
|
|
||||||
Agriculture
|
$
|
15,596
|
|
|
$
|
16,983
|
|
|
$
|
16,052
|
|
Construction
|
12,575
|
|
|
12,110
|
|
|
10,751
|
|
|||
International
|
4,159
|
|
|
8,002
|
|
|
4,562
|
|
|||
Segment interest expense
|
32,330
|
|
|
37,095
|
|
|
31,365
|
|
|||
Shared Resources
|
293
|
|
|
(2,304
|
)
|
|
(810
|
)
|
|||
Total
|
$
|
32,623
|
|
|
$
|
34,791
|
|
|
$
|
30,555
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Agriculture
|
$
|
7,760
|
|
|
$
|
8,666
|
|
|
$
|
8,196
|
|
Construction
|
15,965
|
|
|
17,647
|
|
|
18,064
|
|
|||
International
|
1,255
|
|
|
1,710
|
|
|
1,110
|
|
|||
Segment depreciation and amortization
|
24,980
|
|
|
28,023
|
|
|
27,370
|
|
|||
Shared Resources
|
3,558
|
|
|
3,745
|
|
|
3,424
|
|
|||
Total
|
$
|
28,538
|
|
|
$
|
31,768
|
|
|
$
|
30,794
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
Agriculture
|
$
|
2,861
|
|
|
$
|
3,324
|
|
|
$
|
4,634
|
|
Construction
|
1,492
|
|
|
4,779
|
|
|
2,752
|
|
|||
International
|
657
|
|
|
1,726
|
|
|
4,015
|
|
|||
Segment capital expenditures
|
5,010
|
|
|
9,829
|
|
|
11,401
|
|
|||
Shared Resources
|
3,401
|
|
|
7,183
|
|
|
7,609
|
|
|||
Total
|
$
|
8,411
|
|
|
$
|
17,012
|
|
|
$
|
19,010
|
|
|
|
|
|
|
|
||||||
|
January 31, 2016
|
|
January 31, 2015
|
|
|
||||||
Total Assets
|
(in thousands)
|
|
|
||||||||
Agriculture
|
$
|
557,579
|
|
|
$
|
734,894
|
|
|
|
||
Construction
|
294,891
|
|
|
393,573
|
|
|
|
||||
International
|
109,706
|
|
|
152,557
|
|
|
|
||||
Segment assets
|
962,176
|
|
|
1,281,024
|
|
|
|
||||
Shared Resources
|
85,699
|
|
|
44,590
|
|
|
|
||||
Total
|
$
|
1,047,875
|
|
|
$
|
1,325,614
|
|
|
|
|
Revenue
|
|
Gross Profit
|
|
Net Income (Loss) Including Noncontrolling Interest
|
|
Net Income (Loss) Attributable to Titan Machinery Inc.
|
|
Earnings (Loss) per Share-Basic
|
|
Earnings (Loss) per Share-Diluted
|
||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First quarter
|
$
|
353,196
|
|
|
$
|
60,435
|
|
|
$
|
(6,890
|
)
|
|
$
|
(6,304
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.29
|
)
|
Second quarter
|
334,190
|
|
|
62,069
|
|
|
170
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||
Third quarter
|
344,975
|
|
|
67,141
|
|
|
3,483
|
|
|
3,456
|
|
|
0.16
|
|
|
0.16
|
|
||||||
Fourth quarter
|
335,474
|
|
|
16,269
|
|
|
(34,992
|
)
|
|
(35,050
|
)
|
|
(1.62
|
)
|
|
(1.62
|
)
|
||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First quarter
|
$
|
465,463
|
|
|
$
|
75,939
|
|
|
$
|
(6,893
|
)
|
|
$
|
(6,549
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.31
|
)
|
Second quarter
|
450,990
|
|
|
79,653
|
|
|
(775
|
)
|
|
(614
|
)
|
|
(0.03
|
)
|
|
(0.03
|
)
|
||||||
Third quarter
|
493,141
|
|
|
84,691
|
|
|
2,313
|
|
|
2,470
|
|
|
0.12
|
|
|
0.11
|
|
||||||
Fourth quarter
|
490,652
|
|
|
68,101
|
|
|
(28,062
|
)
|
|
(27,464
|
)
|
|
(1.28
|
)
|
|
(1.28
|
)
|
Classification
|
Beginning Balance
|
|
Additions Charged to Expenses
|
|
Deductions for Write-offs, Net of Recoveries
|
|
Foreign currency translation adjustment
|
|
Ending Balance
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Valuation reserve deduction from receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended January 31, 2016
|
$
|
4,218
|
|
|
$
|
3,896
|
|
|
$
|
(4,591
|
)
|
|
$
|
68
|
|
|
$
|
3,591
|
|
Year ended January 31, 2015
|
3,663
|
|
|
5,938
|
|
|
(5,452
|
)
|
|
69
|
|
|
4,218
|
|
|||||
Year ended January 31, 2014
|
2,337
|
|
|
4,804
|
|
|
(3,478
|
)
|
|
—
|
|
|
3,663
|
|
(a)
|
Documents filed as part of this report.
|
(1)
|
Financial Statements. The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
|
(2)
|
Financial Statement Schedules. The following consolidated financial statement schedule is included in Item 8:
|
(3)
|
Exhibits. See the Exhibit Index to our Form 10-K immediately following the signature page to this Annual Report on Form 10-K
|
By
|
|
/s/ DAVID J. MEYER
|
|
By
|
|
/s/ MARK KALVODA
|
|
|
David J. Meyer,
Board Chair and Chief Executive Officer
|
|
|
|
Mark Kalvoda,
Chief Financial Officer
|
Signature
|
Title
|
Date
|
|
/s/ DAVID J. MEYER
|
Board Chair, Chief Executive Officer (principal executive officer)
|
|
April 13, 2016
|
David J. Meyer
|
|
|
|
|
|
|
|
/s/ MARK KALVODA
|
Chief Financial Officer (principal financial officer and principal accounting officer)
|
|
April 13, 2016
|
Mark Kalvoda
|
|
|
|
|
|
|
|
*
|
Director
|
|
|
John Bode
|
|
|
April 13, 2016
|
|
|
|
|
*
|
Director
|
|
|
Tony Christianson
|
|
|
April 13, 2016
|
|
|
|
|
*
|
Director
|
|
|
Theodore Crosbie
|
|
|
April 13, 2016
|
|
|
|
|
*
|
Director
|
|
|
Stanley Dardis
|
|
|
April 13, 2016
|
|
|
|
|
*
|
Director
|
|
|
Jody Horner
|
|
|
April 13, 2016
|
|
|
|
|
*
|
Director
|
|
|
James Irwin
|
|
|
April 13, 2016
|
|
|
|
|
*
|
Director
|
|
|
Richard Mack
|
|
|
April 13, 2016
|
*By
|
|
/s/ MARK KALVODA
|
|
|
|
Mark Kalvoda, Attorney-in-Fact
|
|
No.
|
|
Description
|
|
3.1
|
|
|
Certificate of Incorporation of the registrant, as amended (incorporated herein by reference to Exhibit 3.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 10, 2012).
|
|
|
|
|
3.2
|
|
|
Bylaws of the registrant, as amended (incorporated herein by reference to Exhibit 3.2 of the registrant's Annual Report on Form 10-K filed with the Commission on April 16, 2009).
|
|
|
|
|
4.1
|
|
|
Specimen Certificate representing shares of common stock of Titan Machinery Inc. (incorporated by reference to Exhibit 4.1 of the registrant's Amendment No. 6 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on December 5, 2007).
|
|
|
|
|
4.2
|
|
|
Indenture, dated as of April 24, 2012, by and between the registrant and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed with the Commission on April 24, 2012).
|
|
|
|
|
10.1
|
|
|
Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013).**
|
10.1.1
|
|
|
Amendment dated March 1, 2014 to the Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.54 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2014).**
|
|
|
|
|
10.2
|
|
|
Services Agreement dated May 11, 2015 between Peter Christianson and the registrant (incorporated herein by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on June 9, 2015.
|
|
|
|
|
10.3
|
|
|
Amended and Restated Employment Agreement, dated September 4, 2015, between Mark Kalvoda and the registrant (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2015).**
|
|
|
|
|
10.4
|
|
|
Agricultural Equipment Sales & Service Agreement, dated December 31, 2002, between Case, LLC and the registrant (incorporated herein by reference to Exhibit 10.5 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.4.1
|
|
|
Amendment dated November 14, 2007 to Agricultural Equipment Sales & Service Agreements dated December 31, 2002 (IPO), between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.28 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.5
|
|
|
Construction Equipment Sales & Service Agreement, dated effective April 8, 2003, between Case, LLC and the registrant (incorporated herein by reference to Exhibit 10.6 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.6
|
|
|
Construction Equipment Sales & Service Agreement, dated effective June 15, 2006, between CNH America, LLC and the registrant (incorporated herein by reference to Exhibit 10.8 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.7
|
|
|
Amendment to All Case Construction Equipment Sales & Service Agreements, dated November 14, 2007 (IPO), between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.29 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.8
|
|
|
Dealer Agreement (Construction), dated April 14, 2003, between New Holland North America, Inc. and the registrant, as amended December 27, 2005 and December 9, 2006 (incorporated herein by reference to the Exhibit 10.7 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.9
|
|
|
Amendment to CNH America LLC Dealer Agreement for New Holland Construction Products, dated November 14, 2007 (IPO), between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.31 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.10
|
|
|
Dealer Agreement (AG), effective February 20, 2007, between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.9 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
No.
|
|
Description
|
|
10.11
|
|
|
Dealer Agreement (AG), dated effective June 22, 2006, between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.10 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.12
|
|
|
Dealer Agreements (AG), dated effective April 1, 2006, between CNH America and the registrant (incorporated herein by reference to Exhibit 10.11 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.13
|
|
|
Dealer Agreement (AG), dated effective January 1, 2000 between New Holland North America, Inc. and the registrant (incorporated herein by reference to Exhibit 10.13 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.14
|
|
|
Amendment to CNH America LLC Dealer Agreement for New Holland Agricultural Equipment, dated November 14, 2007 (IPO), between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.32 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.15
|
|
|
Dealer Security Agreement dated April 14, 2003 between New Holland North America, Inc. and the registrant (incorporated herein by reference to Exhibit 10.14 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.16
|
|
|
Dealer Security Agreements between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.15 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.17
|
|
|
Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement, dated November 13, 2007, between CNH Capital America LLC and the registrant (incorporated herein by reference to Exhibit 10.25 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.17.1
|
|
|
Letter Agreement with CNH Capital America, LLC dated September 30, 2011, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 9, 2011).
|
|
|
|
|
10.17.2
|
|
|
Letter Agreement with CNH Capital America, LLC dated November 20, 2012, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 6, 2012).
|
|
|
|
|
10.17.3
|
|
|
Letter Agreement with CNH Capital America, LLC dated February 15, 2013, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.49 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013).
|
|
|
|
|
10.17.4
|
|
|
Amendment dated December 8, 2014 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 10, 2014).
|
|
|
|
|
10.17.5*
|
|
|
Second Amendment dated March 31, 2016 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC.
|
|
|
|
|
10.18
|
|
|
Second Amended and Restated Credit Agreement dated as of October 28, 2015 by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institutions Party Thereto (incorporated by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on November 2, 2015).
|
|
|
|
|
10.18.1*
|
|
|
Amendment No. 1 to Second Amended and Restated Credit Agreement dated December 29, 2015 by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institutions Party Thereto.
|
|
|
|
|
10.18.2*
|
|
|
Amendment No. 2 to Second Amended and Restated Credit Agreement dated March 25, 2016 by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institutions Party Thereto.
|
|
|
|
|
|
|
|
|
10.19
|
|
|
Amended and Restated Wholesale Financing Plan, dated as of October 31, 2013, by and among the registrant and Agricredit Acceptance LLC n/k/a DLL Finance LLC (incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 5, 2013).
|
|
|
|
No.
|
|
Description
|
|
10.19.1
|
|
|
Amendment No. 1 to the Amended and Restated Wholesale Financing Plan, dated as of April 1, 2015, by and among the registrant and Agricredit Acceptance LLC n/k/a DLL Finance LLC (incorporated herein by reference to Exhibit 10.21.1 of the registrant's Annual Report on Form 10-K filed with the Commission on April 15, 2015).
|
|
|
|
|
10.19.2
|
|
|
Amendment No. 2 to the Amended and Restated Wholesale Financing Plan, dated as of September 1, 2015, by and among the registrant and Agricredit Acceptance LLC n/k/a DLL Finance LLC (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2015).
|
|
|
|
|
10.19.3*
|
|
|
Amendment No. 3 to the Amended and Restated Wholesale Financing Plan, dated as of April 1, 2016, by and among the registrant and DLL Finance LLC.
|
|
|
|
|
10.20
|
|
|
Amended and Restated Inventory Security Agreement dated October 31, 2013 by and between the registrant and and Agricredit Acceptance LLC n/k/a DLL Finance LLC (incorporated herein by reference to Exhibit 10.22 of the registrant's Annual Report on Form 10-K filed with the Commission on April 15, 2015)
|
|
|
|
|
10.20.1
|
|
|
Amendment No. 1 to the Amended and Restated Inventory Security Agreement, dated as of April 1, 2015, by and among the registrant and Agricredit Acceptance LLC n/k/a DLL Finance LLC (incorporated herein by reference to Exhibit 10.22 of the registrant's Annual Report on Form 10-K filed with the Commission on April 15, 2015).
|
|
|
|
|
10.20.2*
|
|
|
Amendment No. 2 to the Amended and Restated Inventory Security Agreement, dated as of June 1, 2015, by and among the registrant and Agricredit Acceptance LLC n/k/a DLL Finance LLC.
|
|
|
|
|
10.20.3*
|
|
|
Amendment No. 3 to the Amended and Restated Inventory Security Agreement, dated as of April 1, 2016, by and between the registrant and DLL Finance LLC.
|
|
|
|
|
10.21
|
|
|
Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on June 6, 2011).**
|
|
|
|
|
10.22
|
|
|
Form of Incentive Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.22 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
|
10.23
|
|
|
Form of Non-Qualified Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.23 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
|
10.24
|
|
|
Form of Restricted Stock Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.24 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
|
10.25
|
|
|
Titan Machinery Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on June 3, 2014).**
|
|
|
|
|
10.26
|
|
|
Form of Titan Machinery Inc. Performance Award Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2014).**
|
|
|
|
|
10.27
|
|
|
Form of Titan Machinery Inc. Restricted Stock Agreement (for non-employee directors) under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2014).**
|
|
|
|
|
10.28
|
|
|
Form of Titan Machinery Inc. Restricted Stock Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2014).**
|
|
|
|
|
10.29
|
|
|
Form of Titan Machinery Inc. Restricted Stock Unit Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2014).**
|
|
|
||
10.30
|
|
|
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.34 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2012).
|
|
|
|
|
10.31
|
|
|
Titan Machinery Inc. Non-Employee Director Compensation Plan (incorporated herein by reference to Exhibit 10.37 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2015).**
|
|
|
|
|
10.32
|
|
|
Description of Titan Machinery Inc.’s Executive Cash Bonus Plan (incorporated herein by reference to Exhibit 10.34 of the registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2015.**
|
|
|
|
No.
|
|
Description
|
|
21.1*
|
|
|
Subsidiaries of Titan Machinery Inc.
|
|
|
|
|
23.1*
|
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
24.1*
|
|
|
Power of Attorney
|
|
|
|
|
31.1*
|
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
31.2*
|
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.1*
|
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.2*
|
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101
|
|
|
The following materials from Titan Machinery Inc.'s Annual Report on Form 10-K for the year ended January 31, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the fiscal years ended January 31, 2016, 2015 and 2014, (ii) the Consolidated Statements of Operations for the fiscal years ended January 31, 2016, 2015 and 2014, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended January 31, 2016, 2015 and 2014, (iv) the Consolidated Statements of Stockholders' Equity for the fiscal years ended January 31, 2016, 2015 and 2014, (v) the Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2016, 2015 and 2014, and (vi) the Notes to the Consolidated Financial Statements.
|
*
|
Filed herewith
|
**
|
Indicates management contract or compensatory plan or arrangement.
|
1.
|
The existing definition of
“Consolidated EBITDAR”
is hereby deleted in its entirety from the WFSA.
|
2.
|
A new definition of
“Consolidated EBITDAR”
is hereby inserted into Section 1.01 of the WFSA in alphabetical order.
|
1.
|
The Compliance Certificate as required by subsection 5.02(e) is amended as further provided in Exhibit 1 attached hereto and incorporated herein by reference.
|
1.
|
Borrower has the full power and authority under its organizational documents to execute and deliver this Amendment and to continue to perform the obligations under the WFSA as amended hereby.
|
2.
|
The parties hereto acknowledge and agree that this Amendment constitutes a legal, valid and binding agreement of Lender and Borrower enforceable in accordance with its terms. This Amendment is the final expression of the Amendment to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement by and between Borrower and Lender and may not be contradicted by evidence of any prior or contemporaneous oral agreement between the parties hereto.
|
3.
|
This Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
|
4.
|
Except as amended or affected hereby, all of the terms and conditions of the WFSA are hereby affirmed, confirmed and ratified.
|
5.
|
This Amendment shall be construed and enforced as a contract in accordance with the laws of the State of Wisconsin without regard to internal principles relating to conflict of laws. This Agreement shall bind and inure to the benefit of Lender and Borrower and each of their respective successors, assigns and legal representatives.
|
CNH INDUSTRIAL CAPITAL AMERICA LLC
|
TITAN MACHINERY INC.
|
By:
/s/ Thomas A. Mariani
|
By:
/s/ Ted O. Christianson
|
Name: Thomas A. Mariani
|
Name: Ted O. Christianson
|
Title: Chief Credit Officer
|
Title: Treasurer
|
Date: 3/31/16
|
Date: 3/31/16
|
1.
|
I am the duly elected, qualified and acting Vice President, Finance and Treasurer of the Borrower.
|
2.
|
I have reviewed and am familiar with the contents of this Certificate. The matters set forth herein are true to the best of my knowledge after reasonable inquiry.
|
3.
|
On the date hereof, Borrower’s representations and warranties set forth in the Credit Agreement are true and correct.
|
4.
|
Borrower has performed and complied with all covenants, agreements, obligations and conditions contained in the Credit Agreement that are required to be performed or complied with by it on or before the date hereof.
|
5.
|
I have reviewed the terms of the Credit Agreement and the other Transaction Documents and have made or caused to be made under my supervision, a review in reasonable detail of the transactions and financial condition of the Borrower.
ANNEX 1
attached hereto and incorporated herein by this reference sets forth the financial data and computations evidencing Borrower’s compliance with the financial covenants set forth in Sections 5.01(a) and (b) of the Credit Agreement, all of which data and computations are true, complete and correct in all material respects.
|
6.
|
On the date hereof, no Default or Event of Default has occurred and is continuing.
|
ANNEX 1
|
|
|
|
|
|
|
|
|
|
The information describe herein is as of the last day of the fiscal quarter ending
|
|
|
||
|
|
date mm/dd/yy
|
|
|
|
|
|
|
|
A. Minimum Consolidated Fixed Charge Coverage Ratio (trailing 12 mos.)
|
|
|
||
|
|
|
|
|
|
Calculation
|
|
|
|
|
|
A. Consolidated Net Income
|
|
|
|
|
B. Consolidated Interest Expense (net of interest income)
|
|
|
|
|
C. Depreciation/Amortization
|
|
|
|
|
D. Consolidated Rent Expense
|
|
|
|
|
E. Income Tax Expense
|
|
|
|
|
F. Rent-to-Own COGS Expense
|
|
|
|
|
G. Non-Cash Restructuring Charges
Ukraine Remeasurement
|
|
|
|
|
H. Extraordinary Losses
|
|
|
|
|
I. Non-Cash Goodwill, Intangible Asset and Fixed Asset Impairment Charges
Inventory Impairment
|
|
|
|
|
J. less: Extraordinary Gains
|
|
|
|
|
K. less: Non-Cash Restructuring Gains
|
|
|
|
|
L. Consolidated EBITDAR (A+B+C+D+E+F+G+H+I-J-K)
|
|
|
|
|
M. less Taxes Paid in Cash
|
|
|
|
|
N. less Capital Expenditures Paid in Cash (minus rental fleet & net of sale proceeds)
|
|
|
|
|
O. less Restricted Payments
|
|
|
|
|
Adjusted EBITDAR
|
|
|
|
|
|
|
|
|
|
P. All scheduled and mandatory repayments of Debt including capital leases
|
|
|
|
|
Q. Consolidated Rent Expense
|
|
|
|
|
R. Cash Portion of Consolidated Interest Expense
|
|
|
|
|
S. Cash Restructuring Charges
|
|
|
|
|
|
|
|
|
|
Calculation: L+M+N+O divided by P+Q+R+S
|
|
|
|
|
|
|
|
|
|
Not less than
|
1.25
|
|
|
|
in compliance
|
y/n
|
|
|
|
|
|
|
B. Adjusted Debt to Tangible Net Worth Ratio
|
|
|
||
|
|
|
|
|
|
Calculation
|
|
|
|
|
|
Total Liabilities
|
|
|
|
-
|
Non-interest bearing FP
|
|
|
|
-
|
Subordinated Debt
|
|
|
|
|
Debt
|
|
|
|
|
|
|
|
|
|
Net Worth
|
|
|
|
+
|
Subordinated Debt
|
|
|
|
-
|
Intangible Assets
|
|
|
|
-
|
Rec/Loans Related Parties
|
|
|
|
+
|
70% LIFO Reserves
|
|
|
|
|
Tangible Net Worth
|
|
|
|
|
|
|
|
|
|
Ratio
|
|
|
|
|
|
|
|
|
|
Not higher than
|
3.00
|
|
|
|
in compliance
|
y/n
|
|
|
|
|
|
|
Secured Party
|
Financing Statement Filing Number
|
Financing Statement Filing Date
|
Krone NA, Inc.
|
20081120532
|
03/31/08
|
Pettibone/Traverse Lift, L.L.C.
|
20083745229
|
10/31/08
|
MacDon Industries Ltd.
|
20091239398
|
04/20/09
|
Woods Equipment Company
|
20084038657
|
12/05/08
|
Brandt Agricultural Products Ltd.
|
20091283305
|
04/22/09
|
Terex USA, LLC
|
20103039736
|
08/31/10
|
Red Iron Acceptance, LLC
|
20101591647
|
05/06/10
|
|
BORROWER:
TITAN MACHINERY, INC.
By: /s/ Ted Christianson Name: Ted Christianson Title: Treasurer |
WELLS FARGO BANK, NATIONAL ASSOCIATION
, as Agent and as a Lender
By: /s/ Laura Wheeland Name: Laura Wheeland Title: Vice President |
|
BANK OF AMERICA, N.A.
,
as a Lender By: /s/ Carlos Gil Name: Carlos Gil
Title: Senior Vice President
|
|
PNC BANK, NATIONAL ASSOCIATION
,
as a Lender By: /s/ Dennis Cloud Name: Dennis Cloud
Title: Vice President
|
|
REGIONS BANK
,
as a Lender By: /s/ Stephen J. McGreevy Name: Stephen J. McGreevy
Title: Managing Director
|
|
COMPASS BANK
,
as a Lender By: /s/ Jason Nichols Name: Jason Nichols
Title: Senior Vice President
|
|
SIEMENS FINANCIAL SERVICES, INC.
,
as a Lender By: /s/ Mark B. Schafer Name: Mark B. Schafer
Title: Vice President
By:
/s/ John Finore
Name: John Finore
Title: Vice President
|
|
WOODFOREST NATIONAL BANK
,
as a Lender By: /s/ Charles D. Stephenson Name: Charles D. Stephenson
Title: SVP
|
|
AGCOUNTRY FARM CREDIT SERVICES, FLCA
,
as a Lender By: /s/ Nicole Schwartz Name: Nicole Schwartz
Title: Vice President
|
(i)
|
all conditions precedent set forth in this Section 3.2 have been satisfied with respect to such Quarter End Borrowing;
|
(ii)
|
the amount of such Quarter End Borrowing is within Borrower’s borrowing capacity for Revolving Loans under
Section 2.1
and/or Floorplan Loans under
Section 2.2
, as applicable, in each case as evidenced by the then applicable Borrowing Base Certificate(s);
|
(iii)
|
the proceeds of such Quarter End Borrowing are placed into a Deposit Account maintained with Wells Fargo, which Deposit Account is the subject of the Control Agreement that provides Agent with springing control over such Deposit Account upon a Triggering Event (as such term is defined in the Guaranty and Security Agreement), it being agreed and understood that if Agent has exercised control, Borrower shall have no access to such Deposit Account maintaining proceeds of any Quarter End Borrowing while such funds are maintained in such Deposit Account;
|
(iv)
|
an amount equal to such Quarter End Borrowing is repaid in full within two (2) Business Days after being advanced; and
|
(v)
|
at all times that any Quarter End Borrowing is outstanding, Excess Availability is greater than $25,000,000.
|
|
BORROWER:
TITAN MACHINERY, INC.
By: /s/ Ted Christianson Name: Ted Christianson Title: Treasurer |
WELLS FARGO BANK, NATIONAL ASSOCIATION
, as Agent and as a Lender
By: /s/ Laura Wheeland Name: Laura Wheeland Title: Vice President |
|
BANK OF AMERICA, N.A.
,
as a Lender By: /s/ Carlos Gil Name: Carlos Gil
Title: Senior Vice President
|
|
PNC BANK, NATIONAL ASSOCIATION
,
as a Lender By: /s/ Dennis Cloud Name: Dennis Cloud
Title: Vice President
|
|
REGIONS BANK
,
as a Lender By: /s/ Stephen J. McGreevy Name: Stephen J. McGreevy
Title: Managing Director
|
|
COMPASS BANK
,
as a Lender By: /s/ Jason Nichols Name: Jason Nichols
Title: Senior Vice President
|
|
SIEMENS FINANCIAL SERVICES, INC.
,
as a Lender By: /s/ Mark B. Schafer Name: Mark B. Schafer
Title: Vice President
By:
/s/ John Finore
Name: John Finore
Title: Vice President
|
|
WOODFOREST NATIONAL BANK
,
as a Lender By: /s/ Charles D. Stephenson Name: Charles D. Stephenson
Title: SVP
|
|
AGCOUNTRY FARM CREDIT SERVICES, FLCA
,
as a Lender By: /s/ Nicole Schwartz Name: Nicole Schwartz
Title: Vice President
|
1.
|
Integration
. Except as amended herein, the terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall prevail. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.
|
2.
|
Amendment
. The Agreement shall be amended as follows:
|
a.
|
The Total Amount of Uncommitted Credit Facility at Approval, as indicated on the first page of the Agreement, shall be deleted and replaced with One Hundred Ten Million Dollars ($110,000,000.00). Debtor waives receipt of written notice from Secured Party regarding the foregoing.
|
b.
|
The first phrase prior to (a) in the first sentence of Section 6 titled “Payment Terms” is hereby deleted in its entirety and replaced with the following:
|
c.
|
Subsection (b)(1), titled “Standard Rate” of Section 6 titled “Payment Terms” is hereby deleted in its entirety and replaced with the following:
|
1.
|
Standard Rate
. All accrued and unpaid interest is due and payable on the 25
th
of each month according to the following schedule: Unless otherwise announced by Secured Party, interest will accrue on the principal balance of all outstanding balances due hereunder from the date of the Dealer Wholesale Funding Request applicable to such Inventory and shall thereafter accrue on the unpaid balance at an annual rate (the “Standard Rate”), which for any particular month, shall be equal to the “LIBOR Rate” in effect for the first day of such month, plus:
|
a.
|
If the average daily outstanding principal balance for the prior month is less than $35,000,000, then 4.44%;
|
b.
|
If the average daily outstanding principal balance for the prior month is equal to $35,000,000 but less than $55,000,000, then 4.19%; or
|
c.
|
If the average daily outstanding principal balance for the prior month is equal to or more than $55,000,000, then 3.94%.
|
•
|
If on March 25 the LIBOR Rate is 0.50% and the 90 day LIBOR Rate is 0.70%, that is a difference of 0.20%. If on the next date of measurement, June 25, the LIBOR Rate is 0.50% and the 90 day LIBOR Rate is 0.80%, that is a difference of 0.30%. Therefore, the change in such difference between the dates of measurement is equal to a 0.10% increase and the Quarterly Adjustment shall be an increase of 0.10% and the resulting Standard Rate for the following calendar quarter shall be the LIBOR Rate plus, depending on then applicable average outstanding principal balance for the prior month as set forth in paragraphs (a) through (c) of this subsection above, 4.54%, 4.29%, or 4.04%.
|
•
|
In contrast, if on March 25 the LIBOR Rate is 0.50% and the 90 day LIBOR Rate is 0.70%, that is a difference of 0.20%. If on the next date of measurement, June 25, the LIBOR Rate is 0.60% and the 90 day LIBOR Rate is 0.70%, that is a difference of 0.10%. Therefore, the change in such difference between the dates of measurement is equal to a 0.10% decrease and the Quarterly Adjustment shall be a decrease of 0.10% and the resulting Standard Rate for the following calendar quarter shall be the LIBOR Rate plus, depending on then applicable average outstanding principal balance for the prior month as set forth in paragraphs (a) through (c) of this subsection above, 4.34%, 4.09%, or 3.84%.
|
•
|
Finally, if on March 25 the LIBOR Rate is 0.50% and the 90 day LIBOR Rate is 0.60%, and on June 25 the LIBOR Rate is 0.60% and the 90 day LIBOR Rate is 0.70%, then there was no change in the difference from the prior measurement and there shall be no Quarterly Adjustment.
|
d.
|
Exhibit A
defined in the Agreement as the “Terms Schedule” is hereby deleted in its entirety and replaced with
Exhibit A
attached hereto and incorporated by reference.
|
3.
|
Miscellaneous
. This Amendment may be executed in counterparts, including facsimile counterparts, each of which will constitute an original, but which collectively will form one and the same instrument. This Amendment constitutes the final agreement between the Parties and is the exclusive expression of the Parties’ agreement on the matters contained herein. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained herein are expressly merged into and superseded by this Amendment. Any modification or additions to the terms of this Amendment must be in a written agreement identified as an amendment and executed by both Parties.
|
IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the date set forth above.
|
|||||
|
Titan Machinery, Inc.
|
|
DLL Finance LLC
At: 8001 Birchwood Court, Johnston, IA 50131
|
||
Debtor
|
|||||
/s/ Ted O. Christianson, Treasurer
|
/s/ Todd R. Cate, VP Operations
|
||||
Authorized Signature
|
Authorized Signature
|
||||
Ted O. Christianson
|
4/6/2016
|
Todd R. Cate 4/6/16
|
|||
Print Name & Title
|
Date
|
Print Name & Title
|
Date
|
Equipment Age
|
Type
|
Advance Rate
|
0 – 12 Months
|
New
|
90%
|
13 – 24 Months
|
New (<25 hours)
|
80%
|
13 – 24 Months
|
Used (>25 hours)
|
80%
|
25 – 36 Months
|
Used
|
70%
|
37 – 48 Months
|
Used
|
60%
|
49 – 84 Months
|
Used
|
50%
|
84+ Months
|
Used
|
0%
|
Start Period
|
Payment Date
|
Payment %
|
Funding Date
|
9 Months
|
5%
|
Funding Date
|
12 Months
|
5%
|
Funding Date
|
15 Months
|
5%
|
Funding Date
|
18 Months
|
10%
|
Funding Date
|
21 Months
|
10%
|
Funding Date
|
24 Months
|
DIF
|
1.
|
Integration. Except as amended herein, the terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall prevail. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement, as amended.
|
2.
|
Amendment. The Agreement shall be amended as follows:
|
3.
|
Miscellaneous. This Amendment may be executed in counterparts, including facsimile counterparts, each of which will constitute an original, but which collectively will form one and the same instrument. This Amendment constitutes the final agreement between the Parties and is the exclusive expression of the Parties’ agreement on the matters contained herein. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained herein are expressly merged into and superseded by this Amendment. Any modification or additions to the terms of this Amendment must be in a written agreement identified as an amendment and executed by both Parties.
|
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first set forth above.
|
|||||
|
Titan Machinery, Inc.
|
|
Agricredit Acceptance LLC
At: 8001 Birchwood Court, Johnston, IA 50131
|
||
Debtor
|
|||||
/s/ Ted O. Christianson, Treasurer
|
/s/
Douglas Kinent, VP
|
||||
Authorized Signature
|
Authorized Signature
|
||||
Ted O. Christianson
|
9/1/15
|
Douglas Kinent 9/2/15
|
|||
Print Name & Title
|
Date
|
Print Name & Title
|
Date
|
1.
|
Consolidated Net Leverage Ratio
. As measured at the end of each fiscal quarter of Debtor, the Debt of Debtor shall not exceed the Consolidated Tangible Net Worth of Debtor by a ratio of greater than:
|
Applicable Calendar Quarter(s):
|
Maximum Debt to Consolidated Tangible Net Worth:
|
FYE January 31, 2015
|
3.00 to 1.00
|
FQE April 30, 2015
|
3.00 to 1.00
|
FQE July 31, 2015
|
2.75 to 1.00
|
FQE October 31, 2015
|
2.75 to 1.00
|
FYE January 31, 2016 and each Fiscal Quarter thereafter
|
2.50 to 1.00
|
2.
|
Minimum Consolidated Fixed Charge Coverage Ratio
. As measured at the end of each fiscal quarter of Debtor on a trailing twelve (12) month basis, the Consolidated Fixed Coverage Charge Ratio shall exceed:
|
Applicable Calendar Quarter(s):
|
Minimum Consolidated Fixed Charge Coverage Ratio:
|
FQE October 31, 2014 and each Fiscal Quarter thereafter
|
1.25 to 1.00
|
3.
|
Acquisitions
. Debtor shall not acquire any Capital Securities in a Person, or acquire all or substantially all of the assets of a Person (including without limitation assets comprising all or substantially all of an unincorporated business unit or division of any Person) for consideration in excess of ten percent (10%) of the Debtor’s Total Assets in any single Acquisition or series of related Acquisitions and twenty percent (20%) of the Debtor’s Total Assets for all acquisitions in a fiscal year, except if approved in writing by Secured Party (any such approved acquisition or acquisitions, being a “Permitted Acquisition”).
|
4.
|
Distributions
.
Debtor shall not, without the prior written consent of Secured Party, make any distributions to the shareholders of Debtor;
provided, however
, (a) so long as no Event of Default exists prior to or immediately following such action or otherwise results from such action, Debtor may declare or pay cash dividends to its shareholders in an amount not to exceed 50% of Debtor’s Consolidated Net Income for the then trailing four (4) quarters, and (b) in lieu of issuing stock to participants in the Debtor’s restricted stock plan, pay the associated tax liability with other stock issued.
|
1.
|
Consolidated Net Leverage Ratio
. As measured at the end of each fiscal quarter, the Debt of Debtor shall not exceed the Consolidated Tangible Net Worth of Debtor by a ratio of greater than:
|
Applicable Calendar Quarter(s):
|
Maximum Debt to Consolidated Tangible Net Worth:
|
FYE January 31, 2015
|
3.00 to 1.00
|
FQE April 30, 2015
|
3.00 to 1.00
|
FQE July 31, 2015
|
2.75 to 1.00
|
FQE October 31, 2015
|
2.75 to 1.00
|
FYE January 31, 2016 and each Fiscal Quarter thereafter
|
2.50 to 1.00
|
Consolidated Net Leverage Ratio Calculation:
|
|
|
(a) Consolidated Total Liabilities,
minus
|
$
|
|
(b) Cash Equivalents that exceed $30,000,000
|
$
|
|
Total
|
$
|
|
|
|
|
(c) Consolidated Tangible Net Worth
|
|
|
Consolidated Net Leverage Ratio
(a)
minus
(b),
divided by
(c)
|
=
|
|
Applicable Calendar Quarter(s):
|
Minimum Consolidated Fixed Charge Coverage Ratio:
|
FYE January 31, 2015 and each Fiscal Quarter thereafter
|
1.25 to 1.00
|
Debtor’s Minimum Consolidated Fixed Charge Ratio Calculation:
|
|
|
(a) Consolidated EBITDAR
|
$
|
|
(b) all payments in cash for taxes related to income
|
$
|
|
(c) Unfinanced Capital Expenditures
|
$
|
|
(d) Restricted Payments
|
$
|
|
(e) Consolidated Interest Expense
|
$
|
|
(f) Rent Expense
|
$
|
|
(g) Interest Expense
|
$
|
|
(h) debt payments
|
$
|
|
(i) cash restructuring charges
|
$
|
|
(j) Consolidated Fixed Charge Coverage Ratio
|
|
|
((a) minus ( b) minus (c) minus ( d)), divided by (e + f + g +h + i)
|
=
|
|
1.
|
Acquisitions
.
Debtor has not acquired any Capital Securities in a Person, or acquired all or substantially all of the assets of a Person (including without limitation assets comprising all or substantially all of an unincorporated business unit or division of any Person) for consideration in excess of ten percent (10%) of the Debtor’s Total Assets in any single Acquisition or series of related Acquisitions and twenty percent (20%) of the Debtor’s Total Assets for all acquisitions in a fiscal year, except if approved in writing by Secured Party.
|
2.
|
Distributions
. Debtor has not, unless the action was approved in writing by Secured Party, made any distributions to the shareholders of Debtor, except that Debtor may have, (a) so long as no Event of Default existed prior to or immediately following such action or otherwise resulted from such action, declared or paid cash dividends to its shareholders in an amount not to exceed 50% of Debtor’s Consolidated Net Income for the then trailing four (4) quarters, and (b) in lieu of issuing stock to participants in the Debtor’s restricted stock plan, paid the associated tax liability with other stock issued.
|
|
Titan Machinery, Inc.
|
|
Debtor
|
||
|
||
Authorized Signature
|
||
|
||
Print Name & Title
|
Date
|
1.
|
Integration
. Except as amended herein, the terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall prevail. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement, as amended.
|
2.
|
Amendments
. The Agreement shall be amended as follows:
|
a.
|
The following paragraph shall be added to the end of Section 3 of the Agreement, titled “
Security Interest
”:
|
b.
|
The second sentence of Section 4 of the Agreement, titled “Payments,” shall be deleted in its entirety and replaced with the following:
|
c.
|
The fourth paragraph of Section 4 of the Agreement, titled “Payments” is hereby deleted in its entirety.
|
d.
|
The last sentence of the first paragraph of Section 8 of the Agreement, titled “Inspection / Books and Records,” is hereby deleted in its entirety.
|
e.
|
Paragraph (f) of Section 6 of the Agreement, titled “Covenants,” shall be deleted in its entirety and replaced with the following:
|
f.
|
Paragraph (g) of Section 10 of the Agreement, titled “Default,” shall be deleted in its entirety and replaced with the following:
|
g.
|
Paragraph (s) of Section 10 of the Agreement, titled “Default,” shall be deleted in its entirety and replaced with the following:
|
h.
|
The following definition of “Business Day” shall be added to
Exhibit B
, Definitions, to the Agreement:
|
i.
|
The following definition of “Orderly Liquidation Value” shall be added to
Exhibit B
, Definitions, to the Agreement:
|
j.
|
Section 2 of
Exhibit C
, Financial Covenants, to the Agreement titled “Minimum Consolidated Fixed Charge Coverage Ratio” is hereby deleted in its entirety and replaced with the following:
|
Applicable Calendar Quarters(s):
|
Minimum Consolidated Fixed Charge Coverage Ratio:
|
FQE April 30, 2016, FQE July 31, 2016, and FQE October 31, 2016
|
1.10 to 1.00
|
FYE January 31, 2017 and each Fiscal Quarter thereafter
|
1.25 to 1.00
|
3.
|
Miscellaneous
. This Amendment may be executed in counterparts, including facsimile counterparts, each of which will constitute an original, but which collectively will form one and the same instrument. This Amendment constitutes the final agreement between the Parties and is the exclusive expression of the Parties’ agreement on the matters contained herein. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained herein are expressly merged into and superseded by this Amendment. Any modification or additions to the terms of this Amendment must be in a written agreement identified as an amendment and executed by both Parties.
|
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first set forth above.
|
|||||
|
Titan Machinery, Inc.
|
|
DLL Finance LLC
At: 8001 Birchwood Court, Johnston, IA 50131
|
||
Debtor
|
|||||
/s/ Ted O. Christianson, Treasurer
|
/s/ Todd R. Cate, VP Operations
|
||||
Authorized Signature
|
Authorized Signature
|
||||
Ted O. Christianson
|
4/6/2016
|
Ted R. Cate 4/6/16
|
|||
Print Name & Title
|
Date
|
Print Name & Title
|
Date
|
Name
|
|
Ownership
|
|
Jurisdiction of
Incorporation/
Organization
|
NW Property Solutions LLC
|
|
100%
|
|
North Dakota
|
Titan European Holdings S.a.r.l.
|
|
100%
|
|
Luxembourg
|
Titan Machinery Ukraine LLC
|
|
100%
|
|
Ukraine
|
Titan Machinery D.o.o. Novi Sad
|
|
100%
|
|
Serbia
|
Titan Machinery Austria GmbH
|
|
100%
|
|
Austria
|
Titan Machinery Romania S.R.L.
|
|
100%
|
|
Romania
|
Titan Machinery Bulgaria AD
|
|
70%
|
|
Bulgaria
|
|
/s/ David J. Meyer
David J. Meyer, Board Chair and CEO
|
/s/ Mark Kalvoda
Mark P. Kalvoda, CFO
|
/s/ John Bode
John Bode, Director
|
/s/ Tony Christianson
Tony Christianson, Director
|
/s/ Theodore Crosbie
Theodore Crosbie, Director
|
/s/ Stanley Dardis
Stanley Dardis, Director
|
/s/ Jody Horner
Jody Horner, Director
|
/s/ James Irwin
James Irwin, Director
|
/s/ Richard Mack
Richard Mack, Director
|
|
1.
|
I have reviewed this report on Form 10-K of Titan Machinery Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting
|
/s/ DAVID J. MEYER
|
David J. Meyer
|
Board Chair and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K of Titan Machinery Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ MARK KALVODA
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Mark Kalvoda
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Chief Financial Officer
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/s/ DAVID J. MEYER
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David J. Meyer
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Board Chair and Chief Executive Officer
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/s/ MARK KALVODA
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Mark Kalvoda
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Chief Financial Officer
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