|
Delaware
|
|
No. 45-0357838
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(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(IRS Employer
Identification No.)
|
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
x
|
|
|
|
|
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Non-accelerated filer
|
o
|
|
Smaller reporting company
|
o
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|
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|
|
|
Emerging growth company
|
o
|
|
|
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|
||
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|
Page No.
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PART I.
|
FINANCIAL INFORMATION
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
|
Consolidated Balance Sheets as of October 31, 2018 and January 31, 2018
|
|
|
Consolidated Statements of Operations for the three and nine months ended October 31, 2018 and 2017
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended October 31, 2018 and 2017
|
|
|
Consolidated Statements of Cash Flows for the nine months ended October 31, 2018 and 2017
|
|
|
Notes to Consolidated Financial Statements
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
|
PART II.
|
OTHER INFORMATION
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
ITEM 1A.
|
RISK FACTORS
|
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
|
ITEM 5.
|
OTHER INFORMATION
|
|
ITEM 6.
|
EXHIBITS
|
|
Exhibit Index
|
|
|
Signatures
|
|
|
October 31, 2018
|
|
January 31, 2018
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash
|
$
|
52,243
|
|
|
$
|
53,396
|
|
Receivables, net of allowance for doubtful accounts
|
81,690
|
|
|
60,672
|
|
||
Inventories
|
525,277
|
|
|
472,467
|
|
||
Prepaid expenses and other
|
9,085
|
|
|
12,611
|
|
||
Total current assets
|
668,295
|
|
|
599,146
|
|
||
Noncurrent Assets
|
|
|
|
||||
Property and equipment, net of accumulated depreciation
|
144,026
|
|
|
151,047
|
|
||
Deferred income taxes
|
3,334
|
|
|
3,472
|
|
||
Goodwill
|
1,015
|
|
|
250
|
|
||
Other intangible assets, net of accumulated amortization
|
7,288
|
|
|
5,193
|
|
||
Other
|
1,252
|
|
|
1,200
|
|
||
Total noncurrent assets
|
156,915
|
|
|
161,162
|
|
||
Total Assets
|
$
|
825,210
|
|
|
$
|
760,308
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
21,165
|
|
|
$
|
15,136
|
|
Floorplan payable
|
332,943
|
|
|
247,392
|
|
||
Senior convertible notes
|
44,847
|
|
|
—
|
|
||
Current maturities of long-term debt
|
3,822
|
|
|
1,574
|
|
||
Deferred revenue
|
16,908
|
|
|
32,324
|
|
||
Accrued expenses and other
|
28,826
|
|
|
31,863
|
|
||
Total current liabilities
|
448,511
|
|
|
328,289
|
|
||
Long-Term Liabilities
|
|
|
|
||||
Senior convertible notes
|
—
|
|
|
62,819
|
|
||
Long-term debt, less current maturities
|
26,255
|
|
|
34,578
|
|
||
Deferred income taxes
|
5,441
|
|
|
2,275
|
|
||
Other long-term liabilities
|
7,423
|
|
|
10,492
|
|
||
Total long-term liabilities
|
39,119
|
|
|
110,164
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
||
Stockholders' Equity
|
|
|
|
||||
Common stock, par value $.00001 per share, 45,000 shares authorized; 22,220 shares issued and outstanding at October 31, 2018; 22,102 shares issued and outstanding at January 31, 2018
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
247,813
|
|
|
246,509
|
|
||
Retained earnings
|
91,387
|
|
|
77,046
|
|
||
Accumulated other comprehensive loss
|
(1,620
|
)
|
|
(1,700
|
)
|
||
Total stockholders' equity
|
337,580
|
|
|
321,855
|
|
||
Total Liabilities and Stockholders' Equity
|
$
|
825,210
|
|
|
$
|
760,308
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Equipment
|
$
|
241,198
|
|
|
$
|
215,956
|
|
|
$
|
590,823
|
|
|
$
|
551,752
|
|
Parts
|
70,118
|
|
|
64,729
|
|
|
181,651
|
|
|
176,892
|
|
||||
Service
|
33,560
|
|
|
31,532
|
|
|
92,187
|
|
|
90,807
|
|
||||
Rental and other
|
18,773
|
|
|
18,124
|
|
|
44,558
|
|
|
43,879
|
|
||||
Total Revenue
|
363,649
|
|
|
330,341
|
|
|
909,219
|
|
|
863,330
|
|
||||
Cost of Revenue
|
|
|
|
|
|
|
|
||||||||
Equipment
|
218,204
|
|
|
199,154
|
|
|
534,443
|
|
|
509,400
|
|
||||
Parts
|
49,481
|
|
|
45,408
|
|
|
128,683
|
|
|
124,868
|
|
||||
Service
|
11,841
|
|
|
11,139
|
|
|
34,475
|
|
|
33,377
|
|
||||
Rental and other
|
14,581
|
|
|
13,163
|
|
|
35,617
|
|
|
32,482
|
|
||||
Total Cost of Revenue
|
294,107
|
|
|
268,864
|
|
|
733,218
|
|
|
700,127
|
|
||||
Gross Profit
|
69,542
|
|
|
61,477
|
|
|
176,001
|
|
|
163,203
|
|
||||
Operating Expenses
|
53,306
|
|
|
50,374
|
|
|
147,665
|
|
|
152,884
|
|
||||
Impairment of Long-Lived Assets
|
304
|
|
|
131
|
|
|
459
|
|
|
131
|
|
||||
Restructuring Costs
|
(151
|
)
|
|
2,456
|
|
|
414
|
|
|
10,349
|
|
||||
Income (Loss) from Operations
|
16,083
|
|
|
8,516
|
|
|
27,463
|
|
|
(161
|
)
|
||||
Other Income (Expense)
|
|
|
|
|
|
|
|
||||||||
Interest income and other income
|
160
|
|
|
380
|
|
|
2,002
|
|
|
1,840
|
|
||||
Floorplan interest expense
|
(1,856
|
)
|
|
(1,900
|
)
|
|
(4,932
|
)
|
|
(6,719
|
)
|
||||
Other interest expense
|
(1,617
|
)
|
|
(2,110
|
)
|
|
(6,137
|
)
|
|
(6,694
|
)
|
||||
Income (Loss) Before Income Taxes
|
12,770
|
|
|
4,886
|
|
|
18,396
|
|
|
(11,734
|
)
|
||||
Provision for (Benefit from) Income Taxes
|
1,994
|
|
|
2,502
|
|
|
4,055
|
|
|
(3,000
|
)
|
||||
Net Income (Loss)
|
$
|
10,776
|
|
|
$
|
2,384
|
|
|
$
|
14,341
|
|
|
$
|
(8,734
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings (Loss) per Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.49
|
|
|
$
|
0.11
|
|
|
$
|
0.65
|
|
|
$
|
(0.40
|
)
|
Diluted
|
$
|
0.48
|
|
|
$
|
0.11
|
|
|
$
|
0.65
|
|
|
$
|
(0.40
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Common Shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
21,835
|
|
|
21,585
|
|
|
21,799
|
|
|
21,503
|
|
||||
Diluted
|
21,842
|
|
|
21,643
|
|
|
21,806
|
|
|
21,503
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Income (Loss)
|
$
|
10,776
|
|
|
$
|
2,384
|
|
|
$
|
14,341
|
|
|
$
|
(8,734
|
)
|
Other Comprehensive Income
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
187
|
|
|
1,369
|
|
|
80
|
|
|
2,760
|
|
||||
Unrealized gain on interest rate swap cash flow hedge derivative instrument, net of tax expense of $19 for the nine months ended October 31, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
||||
Reclassification of loss on interest rate swap cash flow hedge derivative instrument included in net income (loss), net of tax benefit of $39 for the three months ended October 31, 2017 and $433 for the nine months ended October 31, 2017
|
—
|
|
|
59
|
|
|
—
|
|
|
651
|
|
||||
Total Other Comprehensive Income
|
187
|
|
|
1,428
|
|
|
80
|
|
|
3,440
|
|
||||
Comprehensive Income (Loss)
|
10,963
|
|
|
3,812
|
|
|
$
|
14,421
|
|
|
$
|
(5,294
|
)
|
|
Nine Months Ended October 31,
|
||||||
|
2018
|
|
2017
|
||||
Operating Activities
|
|
|
|
||||
Net income (loss)
|
$
|
14,341
|
|
|
$
|
(8,734
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
||||
Depreciation and amortization
|
17,889
|
|
|
18,949
|
|
||
Impairment
|
459
|
|
|
131
|
|
||
Deferred income taxes
|
2,657
|
|
|
(3,121
|
)
|
||
Stock-based compensation expense
|
1,913
|
|
|
2,478
|
|
||
Noncash interest expense
|
2,024
|
|
|
2,917
|
|
||
Loss (gain) on repurchase of senior convertible notes
|
615
|
|
|
(22
|
)
|
||
Other, net
|
1,116
|
|
|
(1,663
|
)
|
||
Changes in assets and liabilities
|
|
|
|
||||
Receivables, prepaid expenses and other assets
|
(11,042
|
)
|
|
(9,784
|
)
|
||
Inventories
|
(28,704
|
)
|
|
(41,748
|
)
|
||
Manufacturer floorplan payable
|
28,992
|
|
|
97,734
|
|
||
Accounts payable, deferred revenue, accrued expenses and other and other long-term liabilities
|
(17,650
|
)
|
|
(7,328
|
)
|
||
Income taxes
|
(884
|
)
|
|
6,222
|
|
||
Net Cash Provided by Operating Activities
|
11,726
|
|
|
56,031
|
|
||
Investing Activities
|
|
|
|
||||
Rental fleet purchases
|
(4,664
|
)
|
|
(11,784
|
)
|
||
Property and equipment purchases (excluding rental fleet)
|
(4,456
|
)
|
|
(12,129
|
)
|
||
Proceeds from sale of property and equipment
|
1,101
|
|
|
4,564
|
|
||
Acquisition consideration, net of cash acquired
|
(15,299
|
)
|
|
—
|
|
||
Other, net
|
(399
|
)
|
|
430
|
|
||
Net Cash Used for Investing Activities
|
(23,717
|
)
|
|
(18,919
|
)
|
||
Financing Activities
|
|
|
|
||||
Net change in non-manufacturer floorplan payable
|
43,896
|
|
|
(14,357
|
)
|
||
Repurchase of senior convertible notes
|
(20,025
|
)
|
|
(29,093
|
)
|
||
Proceeds from long-term debt borrowings
|
3,183
|
|
|
33,000
|
|
||
Principal payments on long-term debt
|
(15,102
|
)
|
|
(36,121
|
)
|
||
Other, net
|
(643
|
)
|
|
(368
|
)
|
||
Net Cash Provided by (Used for) Financing Activities
|
11,309
|
|
|
(46,939
|
)
|
||
Effect of Exchange Rate Changes on Cash
|
(471
|
)
|
|
537
|
|
||
Net Change in Cash
|
(1,153
|
)
|
|
(9,290
|
)
|
||
Cash at Beginning of Period
|
53,396
|
|
|
53,151
|
|
||
Cash at End of Period
|
$
|
52,243
|
|
|
$
|
43,861
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
||||
Cash paid (received) during the period
|
|
|
|
||||
Income taxes, net of refunds
|
$
|
2,662
|
|
|
$
|
(5,768
|
)
|
Interest
|
$
|
8,965
|
|
|
$
|
11,254
|
|
Supplemental Disclosures of Noncash Investing and Financing Activities
|
|
|
|
||||
Net property and equipment financed with capital leases and current liabilities
|
$
|
4,391
|
|
|
$
|
729
|
|
Net transfer of assets from property and equipment to inventories
|
$
|
4,476
|
|
|
$
|
3,010
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
10,776
|
|
|
$
|
2,384
|
|
|
$
|
14,341
|
|
|
$
|
(8,734
|
)
|
Income allocated to participating securities
|
(186
|
)
|
|
(56
|
)
|
|
(234
|
)
|
|
—
|
|
||||
Net income (loss) attributable to Titan Machinery Inc. common stockholders
|
$
|
10,590
|
|
|
$
|
2,328
|
|
|
$
|
14,107
|
|
|
$
|
(8,734
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares outstanding
|
21,835
|
|
|
21,585
|
|
|
21,799
|
|
|
21,503
|
|
||||
Plus: incremental shares from assumed exercises of stock options and vesting of restricted stock units
|
7
|
|
|
58
|
|
|
7
|
|
|
—
|
|
||||
Diluted weighted-average common shares outstanding
|
21,842
|
|
|
21,643
|
|
|
21,806
|
|
|
21,503
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.49
|
|
|
$
|
0.11
|
|
|
$
|
0.65
|
|
|
$
|
(0.40
|
)
|
Diluted
|
$
|
0.48
|
|
|
$
|
0.11
|
|
|
$
|
0.65
|
|
|
$
|
(0.40
|
)
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares excluded from diluted weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Stock options and restricted stock units
|
—
|
|
|
103
|
|
|
—
|
|
|
106
|
|
||||
Shares underlying senior convertible notes
|
1,057
|
|
|
1,521
|
|
|
1,057
|
|
|
1,521
|
|
|
Three Months Ended October 31, 2018
|
||||||||||||||
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Equipment
|
$
|
142,729
|
|
|
$
|
39,254
|
|
|
$
|
59,215
|
|
|
$
|
241,198
|
|
Parts
|
43,835
|
|
|
14,456
|
|
|
11,827
|
|
|
70,118
|
|
||||
Service
|
21,903
|
|
|
9,943
|
|
|
1,714
|
|
|
33,560
|
|
||||
Other
|
1,680
|
|
|
251
|
|
|
53
|
|
|
1,984
|
|
||||
Revenue from contracts with customers
|
210,147
|
|
|
63,904
|
|
|
72,809
|
|
|
346,860
|
|
||||
Rental
|
574
|
|
|
14,802
|
|
|
1,413
|
|
|
16,789
|
|
||||
Total revenues
|
$
|
210,721
|
|
|
$
|
78,706
|
|
|
$
|
74,222
|
|
|
$
|
363,649
|
|
|
Nine Months Ended October 31, 2018
|
||||||||||||||
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Equipment
|
$
|
327,958
|
|
|
$
|
113,708
|
|
|
$
|
149,157
|
|
|
$
|
590,823
|
|
Parts
|
111,813
|
|
|
42,132
|
|
|
27,706
|
|
|
181,651
|
|
||||
Service
|
60,599
|
|
|
28,108
|
|
|
3,480
|
|
|
92,187
|
|
||||
Other
|
4,397
|
|
|
640
|
|
|
160
|
|
|
5,197
|
|
||||
Revenue from contracts with customers
|
504,767
|
|
|
184,588
|
|
|
180,503
|
|
|
869,858
|
|
||||
Rental
|
1,637
|
|
|
35,455
|
|
|
2,269
|
|
|
39,361
|
|
||||
Total revenues
|
$
|
506,404
|
|
|
$
|
220,043
|
|
|
$
|
182,772
|
|
|
$
|
909,219
|
|
|
October 31, 2018
|
|
January 31, 2018
|
||||
|
(in thousands)
|
||||||
Trade and unbilled receivables from contracts with customers
|
|
|
|
||||
Trade receivables due from customers
|
$
|
34,704
|
|
|
$
|
25,396
|
|
Trade receivables due from finance companies
|
13,590
|
|
|
8,901
|
|
||
Unbilled receivables
|
15,726
|
|
|
10,967
|
|
||
Trade and unbilled receivables from rental contracts
|
|
|
|
||||
Trade receivables
|
8,896
|
|
|
7,571
|
|
||
Unbilled receivables
|
1,457
|
|
|
847
|
|
||
Other receivables
|
|
|
|
||||
Due from manufacturers
|
10,574
|
|
|
8,805
|
|
||
Other
|
545
|
|
|
1,136
|
|
||
Total receivables
|
85,492
|
|
|
63,623
|
|
||
Less allowance for doubtful accounts
|
(3,802
|
)
|
|
(2,951
|
)
|
||
Receivables, net of allowance for doubtful accounts
|
$
|
81,690
|
|
|
$
|
60,672
|
|
|
October 31, 2018
|
|
January 31, 2018
|
||||
|
(in thousands)
|
||||||
New equipment
|
$
|
332,781
|
|
|
$
|
258,559
|
|
Used equipment
|
118,407
|
|
|
141,450
|
|
||
Parts and attachments
|
71,965
|
|
|
71,110
|
|
||
Work in process
|
2,124
|
|
|
1,348
|
|
||
|
$
|
525,277
|
|
|
$
|
472,467
|
|
|
October 31, 2018
|
|
January 31, 2018
|
||||
|
(in thousands)
|
||||||
Rental fleet equipment
|
$
|
114,094
|
|
|
$
|
123,430
|
|
Machinery and equipment
|
22,567
|
|
|
22,025
|
|
||
Vehicles
|
41,549
|
|
|
37,741
|
|
||
Furniture and fixtures
|
40,576
|
|
|
39,851
|
|
||
Land, buildings, and leasehold improvements
|
65,873
|
|
|
62,243
|
|
||
|
284,659
|
|
|
285,290
|
|
||
Less accumulated depreciation
|
(140,633
|
)
|
|
(134,243
|
)
|
||
|
$
|
144,026
|
|
|
$
|
151,047
|
|
|
October 31, 2018
|
|
January 31, 2018
|
||||
|
(in thousands)
|
||||||
Deferred revenue from contracts with customers
|
$
|
15,437
|
|
|
$
|
30,139
|
|
Deferred revenue from rental and other contracts
|
1,471
|
|
|
2,186
|
|
||
|
$
|
16,908
|
|
|
$
|
32,324
|
|
|
October 31, 2018
|
|
January 31, 2018
|
||||
|
(in thousands except conversion
rate and conversion price)
|
||||||
Principal value
|
$
|
45,644
|
|
|
$
|
65,644
|
|
Unamortized debt discount
|
(705
|
)
|
|
(2,497
|
)
|
||
Unamortized debt issuance costs
|
(92
|
)
|
|
(328
|
)
|
||
Carrying value of senior convertible notes
|
$
|
44,847
|
|
|
$
|
62,819
|
|
|
|
|
|
||||
Carrying value of equity component, net of deferred taxes
|
$
|
14,923
|
|
|
$
|
14,923
|
|
|
|
|
|
||||
Conversion rate (shares of common stock per $1,000 principal amount of notes)
|
23.1626
|
|
|
|
|||
Conversion price (per share of common stock)
|
$
|
43.17
|
|
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
(in thousands)
|
|||||||||||||
Cash Interest Expense
|
|
|
|
|
|
|
|
||||||||
Coupon interest expense
|
$
|
428
|
|
|
$
|
666
|
|
|
$
|
1,579
|
|
|
$
|
2,157
|
|
Noncash Interest Expense
|
|
|
|
|
|
|
|
||||||||
Amortization of debt discount
|
356
|
|
|
517
|
|
|
1,271
|
|
|
1,628
|
|
||||
Amortization of transaction costs
|
47
|
|
|
71
|
|
|
169
|
|
|
225
|
|
||||
|
$
|
831
|
|
|
$
|
1,254
|
|
|
$
|
3,019
|
|
|
$
|
4,010
|
|
|
Notional Amount as of:
|
||||||
|
October 31, 2018
|
|
January 31, 2018
|
||||
|
(in thousands)
|
||||||
Cash flow hedges:
|
|
|
|
||||
Interest rate swap
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Foreign currency contracts
|
12,011
|
|
|
14,368
|
|
|
|
October 31, 2018
|
|
January 31, 2018
|
||||||||||||||||||||
|
Estimated Fair Value
|
|
Carrying Value
|
|
Face Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Face Value
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Senior convertible notes
|
$
|
45,644
|
|
|
$
|
44,847
|
|
|
$
|
45,644
|
|
|
$
|
65,000
|
|
|
$
|
62,819
|
|
|
$
|
65,644
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
|
Cumulative Amount
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|||||||||||
|
(in thousands)
|
||||||||||||||||||
Lease accrual and terminations costs
|
$
|
(151
|
)
|
|
$
|
1,598
|
|
|
$
|
414
|
|
|
$
|
5,920
|
|
|
$
|
6,095
|
|
Termination benefits
|
—
|
|
|
943
|
|
|
—
|
|
|
4,667
|
|
|
5,053
|
|
|||||
Impairment of fixed assets, net of gains on asset disposition
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(620
|
)
|
|
2,206
|
|
|||||
Asset relocation and other closing costs
|
—
|
|
|
101
|
|
|
—
|
|
|
513
|
|
|
516
|
|
|||||
|
$
|
(151
|
)
|
|
$
|
2,587
|
|
|
$
|
414
|
|
|
$
|
10,480
|
|
|
$
|
13,870
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Segment
|
|
|
|
|
|
|
|
||||||||
Agriculture
|
$
|
208
|
|
|
$
|
567
|
|
|
$
|
441
|
|
|
$
|
7,239
|
|
Construction
|
(359
|
)
|
|
1,671
|
|
|
(27
|
)
|
|
2,009
|
|
||||
International
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
||||
Shared Resources
|
—
|
|
|
289
|
|
|
—
|
|
|
1,172
|
|
||||
Total
|
$
|
(151
|
)
|
|
$
|
2,587
|
|
|
$
|
414
|
|
|
$
|
10,480
|
|
|
Lease Accrual & Termination Costs
|
|
Termination Benefits
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Balance, January 31, 2018
|
$
|
5,393
|
|
|
$
|
404
|
|
|
$
|
5,797
|
|
Exist costs incurred and charged to expense
|
—
|
|
|
—
|
|
|
$
|
—
|
|
||
Adjustments
|
414
|
|
|
(17
|
)
|
|
$
|
397
|
|
||
Exit costs paid
|
(3,354
|
)
|
|
(387
|
)
|
|
$
|
(3,741
|
)
|
||
Balance, October 31, 2018
|
$
|
2,453
|
|
|
$
|
—
|
|
|
$
|
2,453
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Agriculture
|
$
|
210,721
|
|
|
$
|
186,546
|
|
|
$
|
506,404
|
|
|
$
|
488,716
|
|
Construction
|
78,706
|
|
|
72,942
|
|
|
220,043
|
|
|
214,252
|
|
||||
International
|
74,222
|
|
|
70,853
|
|
|
182,772
|
|
|
160,362
|
|
||||
Total
|
$
|
363,649
|
|
|
$
|
330,341
|
|
|
$
|
909,219
|
|
|
$
|
863,330
|
|
|
|
|
|
|
|
|
|
||||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
||||||||
Agriculture
|
$
|
9,383
|
|
|
$
|
4,909
|
|
|
$
|
15,666
|
|
|
$
|
(5,870
|
)
|
Construction
|
1,154
|
|
|
(2,373
|
)
|
|
(1,773
|
)
|
|
(4,076
|
)
|
||||
International
|
2,596
|
|
|
2,453
|
|
|
6,235
|
|
|
3,331
|
|
||||
Segment income (loss) before income taxes
|
13,133
|
|
|
4,989
|
|
|
20,128
|
|
|
(6,615
|
)
|
||||
Shared Resources
|
(363
|
)
|
|
(103
|
)
|
|
(1,732
|
)
|
|
(5,119
|
)
|
||||
Total
|
$
|
12,770
|
|
|
$
|
4,886
|
|
|
$
|
18,396
|
|
|
$
|
(11,734
|
)
|
|
October 31, 2018
|
|
January 31, 2018
|
||||
|
(in thousands)
|
||||||
Total Assets
|
|
|
|
||||
Agriculture
|
$
|
403,834
|
|
|
$
|
400,017
|
|
Construction
|
245,614
|
|
|
211,154
|
|
||
International
|
173,727
|
|
|
126,251
|
|
||
Segment assets
|
823,175
|
|
|
737,422
|
|
||
Shared Resources
|
2,035
|
|
|
22,886
|
|
||
Total
|
$
|
825,210
|
|
|
$
|
760,308
|
|
•
|
Revenue increased
10.1%
in the
third
quarter of fiscal
2019
, as compared to the
third
quarter last year. This revenue increase was primarily the result of higher equipment sales in our Agriculture segment.
|
•
|
Total gross profit margin increased to
19.1%
for the
third
quarter of fiscal
2019
, as compared to
18.6%
for the
third
quarter of fiscal
2018
. The increase in gross profit margin was primarily the result of higher gross profit margins on equipment revenues.
|
•
|
In the
third
quarter of fiscal
2019
, restructuring and impairment charges decreased $2.4 million as compared to the
third
quarter last year, due to restructuring charges associated with our Fiscal 2018 Restructuring Plan primarily being incurred during fiscal 2018. See the Fiscal 2018 Restructuring Plan section below for further details.
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(dollars in thousands)
|
|
(dollars in thousands)
|
||||||||||||
Equipment
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
$
|
241,198
|
|
|
$
|
215,956
|
|
|
$
|
590,823
|
|
|
$
|
551,752
|
|
Cost of revenue
|
218,204
|
|
|
199,154
|
|
|
534,443
|
|
|
509,400
|
|
||||
Gross profit
|
$
|
22,994
|
|
|
$
|
16,802
|
|
|
$
|
56,380
|
|
|
$
|
42,352
|
|
Gross profit margin
|
9.5
|
%
|
|
7.8
|
%
|
|
9.5
|
%
|
|
7.7
|
%
|
||||
Parts
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
70,118
|
|
|
$
|
64,729
|
|
|
$
|
181,651
|
|
|
$
|
176,892
|
|
Cost of revenue
|
49,481
|
|
|
45,408
|
|
|
128,683
|
|
|
124,868
|
|
||||
Gross profit
|
$
|
20,637
|
|
|
$
|
19,321
|
|
|
$
|
52,968
|
|
|
$
|
52,024
|
|
Gross profit margin
|
29.4
|
%
|
|
29.8
|
%
|
|
29.2
|
%
|
|
29.4
|
%
|
||||
Service
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
33,560
|
|
|
$
|
31,532
|
|
|
$
|
92,187
|
|
|
$
|
90,807
|
|
Cost of revenue
|
11,841
|
|
|
11,139
|
|
|
34,475
|
|
|
33,377
|
|
||||
Gross profit
|
$
|
21,719
|
|
|
$
|
20,393
|
|
|
$
|
57,712
|
|
|
$
|
57,430
|
|
Gross profit margin
|
64.7
|
%
|
|
64.7
|
%
|
|
62.6
|
%
|
|
63.2
|
%
|
||||
Rental and other
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
18,773
|
|
|
$
|
18,124
|
|
|
$
|
44,558
|
|
|
$
|
43,879
|
|
Cost of revenue
|
14,581
|
|
|
13,163
|
|
|
35,617
|
|
|
32,482
|
|
||||
Gross profit
|
$
|
4,192
|
|
|
$
|
4,961
|
|
|
$
|
8,941
|
|
|
$
|
11,397
|
|
Gross profit margin
|
22.3
|
%
|
|
27.4
|
%
|
|
20.1
|
%
|
|
26.0
|
%
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Revenue
|
|
|
|
|
|
|
|
|
|
||
Equipment
|
66.3
|
%
|
|
65.4
|
%
|
|
65.0
|
%
|
|
63.9
|
%
|
Parts
|
19.3
|
%
|
|
19.6
|
%
|
|
20.0
|
%
|
|
20.5
|
%
|
Service
|
9.2
|
%
|
|
9.5
|
%
|
|
10.1
|
%
|
|
10.5
|
%
|
Rental and other
|
5.2
|
%
|
|
5.5
|
%
|
|
4.9
|
%
|
|
5.1
|
%
|
Total Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Total Cost of Revenue
|
80.9
|
%
|
|
81.4
|
%
|
|
80.6
|
%
|
|
81.1
|
%
|
Gross Profit Margin
|
19.1
|
%
|
|
18.6
|
%
|
|
19.4
|
%
|
|
18.9
|
%
|
Operating Expenses
|
14.7
|
%
|
|
15.2
|
%
|
|
16.2
|
%
|
|
17.7
|
%
|
Impairment of Intangible and Long-Lived Assets
|
0.1
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|
—
|
%
|
Restructuring Costs
|
—
|
%
|
|
0.8
|
%
|
|
—
|
%
|
|
1.2
|
%
|
Income (Loss) from Operations
|
4.4
|
%
|
|
2.6
|
%
|
|
3.0
|
%
|
|
—
|
%
|
Other Income (Expense)
|
(0.9
|
)%
|
|
(1.1
|
)%
|
|
(1.0
|
)%
|
|
(1.4
|
)%
|
Income (Loss) Before Income Taxes
|
3.5
|
%
|
|
1.5
|
%
|
|
2.0
|
%
|
|
(1.4
|
)%
|
Provision for (Benefit from) Income Taxes
|
0.5
|
%
|
|
0.8
|
%
|
|
0.4
|
%
|
|
(0.4
|
)%
|
Net Income (Loss)
|
3.0
|
%
|
|
0.7
|
%
|
|
1.6
|
%
|
|
(1.0
|
)%
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
||||||||||
Equipment
|
$
|
241,198
|
|
|
$
|
215,956
|
|
|
$
|
25,242
|
|
|
11.7
|
%
|
Parts
|
70,118
|
|
|
64,729
|
|
|
5,389
|
|
|
8.3
|
%
|
|||
Service
|
33,560
|
|
|
31,532
|
|
|
2,028
|
|
|
6.4
|
%
|
|||
Rental and other
|
18,773
|
|
|
18,124
|
|
|
649
|
|
|
3.6
|
%
|
|||
Total Revenue
|
$
|
363,649
|
|
|
$
|
330,341
|
|
|
$
|
33,308
|
|
|
10.1
|
%
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
||||||||||
Gross Profit
|
|
|
|
|
|
|
|
|||||||
Equipment
|
$
|
22,994
|
|
|
$
|
16,802
|
|
|
$
|
6,192
|
|
|
36.9
|
%
|
Parts
|
20,637
|
|
|
19,321
|
|
|
1,316
|
|
|
6.8
|
%
|
|||
Service
|
21,719
|
|
|
20,393
|
|
|
1,326
|
|
|
6.5
|
%
|
|||
Rental and other
|
4,192
|
|
|
4,961
|
|
|
(767
|
)
|
|
(15.5
|
)%
|
|||
Total Gross Profit
|
$
|
69,542
|
|
|
$
|
61,477
|
|
|
$
|
8,066
|
|
|
13.1
|
%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|||||||
Equipment
|
9.5
|
%
|
|
7.8
|
%
|
|
1.7
|
%
|
|
21.8
|
%
|
|||
Parts
|
29.4
|
%
|
|
29.8
|
%
|
|
(0.4
|
)%
|
|
(1.3
|
)%
|
|||
Service
|
64.7
|
%
|
|
64.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Rental and other
|
22.3
|
%
|
|
27.4
|
%
|
|
(5.1
|
)%
|
|
(18.6
|
)%
|
|||
Total Gross Profit Margin
|
19.1
|
%
|
|
18.6
|
%
|
|
0.5
|
%
|
|
2.7
|
%
|
|||
Gross Profit Mix
|
|
|
|
|
|
|
|
|||||||
Equipment
|
33.1
|
%
|
|
27.3
|
%
|
|
5.8
|
%
|
|
21.2
|
%
|
|||
Parts
|
29.7
|
%
|
|
31.4
|
%
|
|
(1.7
|
)%
|
|
(5.4
|
)%
|
|||
Service
|
31.2
|
%
|
|
33.2
|
%
|
|
(2.0
|
)%
|
|
(6.0
|
)%
|
|||
Rental and other
|
6.0
|
%
|
|
8.1
|
%
|
|
(2.1
|
)%
|
|
(25.9
|
)%
|
|||
Total Gross Profit Mix
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Operating Expenses
|
$
|
53,306
|
|
|
$
|
50,374
|
|
|
$
|
2,932
|
|
|
5.8
|
%
|
Operating Expenses as a Percentage of Revenue
|
14.7
|
%
|
|
15.2
|
%
|
|
(0.5
|
)%
|
|
(3.3
|
)%
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Impairment of Long-Lived Assets
|
$
|
304
|
|
|
$
|
131
|
|
|
$
|
173
|
|
|
(132.1)%
|
Restructuring Costs
|
(151
|
)
|
|
2,456
|
|
|
(2,607
|
)
|
|
n/m
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Interest income and other income
|
$
|
160
|
|
|
$
|
380
|
|
|
$
|
(220
|
)
|
|
(57.9
|
)%
|
Floorplan interest expense
|
(1,856
|
)
|
|
(1,900
|
)
|
|
(44
|
)
|
|
2.3
|
%
|
|||
Other interest expense
|
(1,617
|
)
|
|
(2,110
|
)
|
|
(493
|
)
|
|
23.4
|
%
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Provision for Income Taxes
|
$
|
1,994
|
|
|
$
|
2,502
|
|
|
$
|
(508
|
)
|
|
20.3
|
%
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
210,721
|
|
|
$
|
186,546
|
|
|
$
|
24,175
|
|
|
13.0
|
%
|
Construction
|
78,706
|
|
|
72,942
|
|
|
5,764
|
|
|
7.9
|
%
|
|||
International
|
74,222
|
|
|
70,853
|
|
|
3,369
|
|
|
4.8
|
%
|
|||
Total
|
$
|
363,649
|
|
|
$
|
330,341
|
|
|
$
|
33,308
|
|
|
10.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
9,383
|
|
|
$
|
4,909
|
|
|
$
|
4,474
|
|
|
91.1
|
%
|
Construction
|
1,154
|
|
|
(2,373
|
)
|
|
3,527
|
|
|
n/m
|
|
|||
International
|
2,596
|
|
|
2,453
|
|
|
143
|
|
|
5.8
|
%
|
|||
Segment income (loss) before income taxes
|
13,133
|
|
|
4,989
|
|
|
8,144
|
|
|
n/m
|
|
|||
Shared Resources
|
(363
|
)
|
|
(103
|
)
|
|
(260
|
)
|
|
n/m
|
|
|||
Total
|
$
|
12,770
|
|
|
$
|
4,886
|
|
|
$
|
7,884
|
|
|
n/m
|
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
||||||||||
Equipment
|
$
|
590,823
|
|
|
$
|
551,752
|
|
|
$
|
39,071
|
|
|
7.1
|
%
|
Parts
|
181,651
|
|
|
176,892
|
|
|
4,759
|
|
|
2.7
|
%
|
|||
Service
|
92,187
|
|
|
90,807
|
|
|
1,380
|
|
|
1.5
|
%
|
|||
Rental and other
|
44,558
|
|
|
43,879
|
|
|
679
|
|
|
1.5
|
%
|
|||
Total Revenue
|
$
|
909,219
|
|
|
$
|
863,330
|
|
|
$
|
45,889
|
|
|
5.3
|
%
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
||||||||||
Gross Profit
|
|
|
|
|
|
|
|
|||||||
Equipment
|
$
|
56,380
|
|
|
$
|
42,352
|
|
|
$
|
14,028
|
|
|
33.1
|
%
|
Parts
|
52,968
|
|
|
52,024
|
|
|
944
|
|
|
1.8
|
%
|
|||
Service
|
57,712
|
|
|
57,430
|
|
|
282
|
|
|
0.5
|
%
|
|||
Rental and other
|
8,941
|
|
|
11,397
|
|
|
(2,456
|
)
|
|
(21.5
|
)%
|
|||
Total Gross Profit
|
$
|
176,001
|
|
|
$
|
163,203
|
|
|
$
|
12,798
|
|
|
7.8
|
%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|||||||
Equipment
|
9.5
|
%
|
|
7.7
|
%
|
|
1.8
|
%
|
|
23.4
|
%
|
|||
Parts
|
29.2
|
%
|
|
29.4
|
%
|
|
(0.2
|
)%
|
|
(0.7
|
)%
|
|||
Service
|
62.6
|
%
|
|
63.2
|
%
|
|
(0.6
|
)%
|
|
(0.9
|
)%
|
|||
Rental and other
|
20.1
|
%
|
|
26.0
|
%
|
|
(5.9
|
)%
|
|
(22.7
|
)%
|
|||
Total Gross Profit Margin
|
19.4
|
%
|
|
18.9
|
%
|
|
0.5
|
%
|
|
2.6
|
%
|
|||
Gross Profit Mix
|
|
|
|
|
|
|
|
|||||||
Equipment
|
32.0
|
%
|
|
26.0
|
%
|
|
6.0
|
%
|
|
23.1
|
%
|
|||
Parts
|
30.1
|
%
|
|
31.8
|
%
|
|
(1.7
|
)%
|
|
5.3
|
%
|
|||
Service
|
32.8
|
%
|
|
35.2
|
%
|
|
(2.4
|
)%
|
|
(6.8
|
)%
|
|||
Rental and other
|
5.1
|
%
|
|
7.0
|
%
|
|
(1.9
|
)%
|
|
(27.1
|
)%
|
|||
Total Gross Profit Mix
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Operating Expenses
|
$
|
147,665
|
|
|
$
|
152,884
|
|
|
$
|
(5,219
|
)
|
|
(3.4
|
)%
|
Operating Expenses as a Percentage of Revenue
|
16.2
|
%
|
|
17.7
|
%
|
|
(1.5
|
)%
|
|
(8.5
|
)%
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
Decrease
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Impairment of Long-Lived Assets
|
$
|
459
|
|
|
$
|
131
|
|
|
$
|
328
|
|
|
n/m
|
|
Restructuring Costs
|
414
|
|
|
10,349
|
|
|
(9,935
|
)
|
|
96.0
|
%
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Interest income and other income
|
$
|
2,002
|
|
|
$
|
1,840
|
|
|
$
|
162
|
|
|
8.8
|
%
|
Floorplan interest expense
|
(4,932
|
)
|
|
(6,719
|
)
|
|
(1,787
|
)
|
|
26.6
|
%
|
|||
Other interest expense
|
(6,137
|
)
|
|
(6,694
|
)
|
|
(557
|
)
|
|
8.3
|
%
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
||||||||
|
2018
|
|
2017
|
|
Decrease
|
|
Change
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Provision for (Benefit from) Income Taxes
|
$
|
4,055
|
|
|
$
|
(3,000
|
)
|
|
$
|
7,055
|
|
|
n/m
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
506,404
|
|
|
$
|
488,716
|
|
|
$
|
17,688
|
|
|
3.6
|
%
|
Construction
|
220,043
|
|
|
214,252
|
|
|
5,791
|
|
|
2.7
|
%
|
|||
International
|
182,772
|
|
|
160,362
|
|
|
22,410
|
|
|
14.0
|
%
|
|||
Total
|
$
|
909,219
|
|
|
$
|
863,330
|
|
|
$
|
45,889
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
15,666
|
|
|
$
|
(5,870
|
)
|
|
$
|
21,536
|
|
|
n/m
|
|
Construction
|
(1,773
|
)
|
|
(4,076
|
)
|
|
2,303
|
|
|
56.5
|
%
|
|||
International
|
6,235
|
|
|
3,331
|
|
|
2,904
|
|
|
87.2
|
%
|
|||
Segment income (loss) before income taxes
|
20,128
|
|
|
(6,615
|
)
|
|
26,743
|
|
|
n/m
|
|
|||
Shared Resources
|
(1,732
|
)
|
|
(5,119
|
)
|
|
3,387
|
|
|
66.2
|
%
|
|||
Total
|
$
|
18,396
|
|
|
$
|
(11,734
|
)
|
|
$
|
30,130
|
|
|
n/m
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(dollars in thousands, except per share data)
|
||||||||||||||
Adjusted Net Income (Loss)
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss)
|
$
|
10,776
|
|
|
$
|
2,384
|
|
|
$
|
14,341
|
|
|
$
|
(8,734
|
)
|
Adjustments
|
|
|
|
|
|
|
|
||||||||
(Gain) loss on repurchase of senior convertible notes
|
—
|
|
|
18
|
|
|
615
|
|
|
(22
|
)
|
||||
Debt issuance cost write-off
|
—
|
|
|
—
|
|
|
—
|
|
|
416
|
|
||||
Restructuring & impairment charges
|
153
|
|
|
2,587
|
|
|
873
|
|
|
10,480
|
|
||||
Interest rate swap termination & reclassification
|
—
|
|
|
—
|
|
|
—
|
|
|
631
|
|
||||
Total Pre-Tax Adjustments
|
153
|
|
|
2,605
|
|
|
1,488
|
|
|
11,505
|
|
||||
Less: Tax Effect of Adjustments (1)
|
32
|
|
|
895
|
|
|
280
|
|
|
4,010
|
|
||||
Plus: Income Tax Valuation Allowance
|
—
|
|
|
325
|
|
|
—
|
|
|
525
|
|
||||
Total Adjustments
|
121
|
|
|
2,035
|
|
|
1,208
|
|
|
8,020
|
|
||||
Adjusted Net Income (Loss)
|
$
|
10,897
|
|
|
$
|
4,419
|
|
|
$
|
15,549
|
|
|
$
|
(714
|
)
|
|
|
|
|
|
|
|
|
||||||||
Adjusted Diluted EPS
|
|
|
|
|
|
|
|
||||||||
Diluted EPS
|
$
|
0.48
|
|
|
$
|
0.11
|
|
|
$
|
0.65
|
|
|
$
|
(0.40
|
)
|
Adjustments (2)
|
|
|
|
|
|
|
|
||||||||
(Gain) loss on repurchase of senior convertible notes
|
—
|
|
|
—
|
|
|
0.03
|
|
|
—
|
|
||||
Debt issuance cost write-off
|
—
|
|
|
—
|
|
|
—
|
|
|
0.02
|
|
||||
Restructuring & impairment charges
|
0.01
|
|
|
0.12
|
|
|
0.04
|
|
|
0.49
|
|
||||
Interest rate swap termination & reclassification
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
||||
Total Pre-Tax Adjustments
|
0.01
|
|
|
0.12
|
|
|
0.07
|
|
|
0.54
|
|
||||
Less: Tax Effect of Adjustments (1)
|
—
|
|
|
0.04
|
|
|
0.01
|
|
|
0.19
|
|
||||
Plus: Income Tax Valuation Allowance
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.02
|
|
||||
Total Adjustments
|
0.01
|
|
|
0.09
|
|
|
0.06
|
|
|
0.37
|
|
||||
Adjusted Diluted EPS
|
$
|
0.49
|
|
|
$
|
0.20
|
|
|
$
|
0.71
|
|
|
$
|
(0.03
|
)
|
|
Net Cash Provided by (Used for) Operating Activities
|
|
Net Cash Provided by (Used for) Financing Activities
|
||||||||||||
|
Nine Months Ended October 31, 2018
|
|
Nine Months Ended October 31, 2017
|
|
Nine Months Ended October 31, 2018
|
|
Nine Months Ended October 31, 2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Cash Flow, As Reported
|
$
|
11,726
|
|
|
$
|
56,031
|
|
|
$
|
11,309
|
|
|
$
|
(46,939
|
)
|
Adjustment for Non-Manufacturer Floorplan Net Payments
|
43,896
|
|
|
(14,357
|
)
|
|
(43,896
|
)
|
|
14,357
|
|
||||
Adjustment for Constant Equity in Equipment Inventory
|
(54,109
|
)
|
|
(52,506
|
)
|
|
—
|
|
|
—
|
|
||||
Adjusted Cash Flow
|
$
|
1,513
|
|
|
$
|
(10,832
|
)
|
|
$
|
(32,587
|
)
|
|
$
|
(32,582
|
)
|
No.
|
|
Description
|
|
|
|
|
Amendment dated November 30, 2018 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.
|
|
|
|
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101
|
|
Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended October 31, 2018, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.
|
|
Dated:
|
December 6, 2018
|
|
|
|
|
TITAN MACHINERY INC.
|
|
|
|
|
|
|
|
|
|
|
|
By
|
/s/ Mark Kalvoda
|
|
|
|
Mark Kalvoda
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
1.
|
For purposes of calculating the “Consolidated Fixed Charge Coverage Ratio” (as defined in the WFSA), Lender shall exclude the $46,000,000 representing Borrower’s convertible bond obligations set to mature on May 1, 2019.
|
2.
|
The “Adjusted Debt to Tangible Net Worth Ratio” (as defined in the WFSA) is hereby revised and amended to 3.50 : 1.00 as of the date of this Amendment.
|
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
|
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. Borrower hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the WFSA to which it is a party (after giving effect hereto), ratifies and reaffirms its grant of security interests and liens provided for thereunder and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Borrower hereby consents to this Amendment and acknowledges that the WFSA remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of Lender, constitute a waiver of any provision of the WFSA or serve to effect a novation of the Obligations.
|
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/ Mike VanVlaenderen
|
|
By:
|
/s/ Mark Kalvoda
|
Name:
|
Mike VanVlaenderen
|
|
Name:
|
Mark Kalvoda
|
Title:
|
Strategic Accounts Manager
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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;
|
(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
|
(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
|
(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
|
(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/ Mark Kalvoda
|
|
Mark Kalvoda
|
|
Chief Financial Officer
|
|
/s/ David J. Meyer
|
|
David J. Meyer
|
|
Board Chair and Chief Executive Officer
|
|
/s/ Mark Kalvoda
|
|
Mark Kalvoda
|
|
Chief Financial Officer
|