|
Delaware
|
|
No. 45-0357838
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(IRS Employer
Identification No.)
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.00001 par value per share
|
TITN
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
x
|
|
|
|
|
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
o
|
|
|
|
|
|
|
|
|
Emerging growth company
|
o
|
|
||
|
|
Page No.
|
PART I.
|
FINANCIAL INFORMATION
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
|
Consolidated Balance Sheets
|
|
|
Consolidated Statements of Operations
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
Consolidated Statements of Stockholders' Equity
|
|
|
Consolidated Statements of Cash Flows
|
|
|
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, 2019
|
|
January 31, 2019
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash
|
$
|
52,420
|
|
|
$
|
56,745
|
|
Receivables, net of allowance for doubtful accounts
|
88,907
|
|
|
77,500
|
|
||
Inventories
|
624,215
|
|
|
491,091
|
|
||
Prepaid expenses and other
|
7,857
|
|
|
15,556
|
|
||
Total current assets
|
773,399
|
|
|
640,892
|
|
||
Noncurrent Assets
|
|
|
|
||||
Property and equipment, net of accumulated depreciation
|
148,090
|
|
|
138,950
|
|
||
Operating lease assets
|
92,124
|
|
|
—
|
|
||
Deferred income taxes
|
3,398
|
|
|
3,010
|
|
||
Goodwill
|
2,291
|
|
|
1,161
|
|
||
Intangible assets, net of accumulated amortization
|
9,059
|
|
|
7,247
|
|
||
Other
|
1,163
|
|
|
1,178
|
|
||
Total noncurrent assets
|
256,125
|
|
|
151,546
|
|
||
Total Assets
|
$
|
1,029,524
|
|
|
$
|
792,438
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
24,439
|
|
|
$
|
16,607
|
|
Floorplan payable
|
445,726
|
|
|
273,756
|
|
||
Senior convertible notes
|
—
|
|
|
45,249
|
|
||
Current maturities of long-term debt
|
13,280
|
|
|
2,067
|
|
||
Current operating lease liabilities
|
12,002
|
|
|
—
|
|
||
Deferred revenue
|
12,878
|
|
|
46,409
|
|
||
Accrued expenses and other
|
39,392
|
|
|
36,364
|
|
||
Total current liabilities
|
547,717
|
|
|
420,452
|
|
||
Long-Term Liabilities
|
|
|
|
||||
Long-term debt, less current maturities
|
35,754
|
|
|
20,676
|
|
||
Operating lease liabilities
|
90,063
|
|
|
—
|
|
||
Deferred income taxes
|
5,586
|
|
|
4,955
|
|
||
Other long-term liabilities
|
8,125
|
|
|
11,044
|
|
||
Total long-term liabilities
|
139,528
|
|
|
36,675
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
||
Stockholders' Equity
|
|
|
|
||||
Common stock, par value $.00001 per share, 45,000 shares authorized; 22,352 shares issued and outstanding at October 31, 2019; 22,218 shares issued and outstanding at January 31, 2019
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
249,984
|
|
|
248,423
|
|
||
Retained earnings
|
97,044
|
|
|
89,228
|
|
||
Accumulated other comprehensive loss
|
(4,749
|
)
|
|
(2,340
|
)
|
||
Total stockholders' equity
|
342,279
|
|
|
335,311
|
|
||
Total Liabilities and Stockholders' Equity
|
$
|
1,029,524
|
|
|
$
|
792,438
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Equipment
|
$
|
245,986
|
|
|
$
|
253,793
|
|
|
$
|
654,376
|
|
|
$
|
625,188
|
|
Parts
|
70,788
|
|
|
64,609
|
|
|
181,928
|
|
|
166,923
|
|
||||
Service
|
27,553
|
|
|
24,808
|
|
|
77,215
|
|
|
68,013
|
|
||||
Rental and other
|
16,609
|
|
|
17,703
|
|
|
40,688
|
|
|
41,734
|
|
||||
Total Revenue
|
360,936
|
|
|
360,913
|
|
|
954,207
|
|
|
901,858
|
|
||||
Cost of Revenue
|
|
|
|
|
|
|
|
||||||||
Equipment
|
219,484
|
|
|
225,520
|
|
|
583,345
|
|
|
555,923
|
|
||||
Parts
|
49,834
|
|
|
45,666
|
|
|
128,380
|
|
|
118,254
|
|
||||
Service
|
8,950
|
|
|
7,756
|
|
|
25,170
|
|
|
21,918
|
|
||||
Rental and other
|
10,894
|
|
|
12,429
|
|
|
27,612
|
|
|
29,762
|
|
||||
Total Cost of Revenue
|
289,162
|
|
|
291,371
|
|
|
764,507
|
|
|
725,857
|
|
||||
Gross Profit
|
71,774
|
|
|
69,542
|
|
|
189,700
|
|
|
176,001
|
|
||||
Operating Expenses
|
58,184
|
|
|
53,306
|
|
|
165,594
|
|
|
147,665
|
|
||||
Impairment of Long-Lived Assets
|
51
|
|
|
304
|
|
|
186
|
|
|
459
|
|
||||
Restructuring Costs
|
—
|
|
|
(151
|
)
|
|
—
|
|
|
414
|
|
||||
Income from Operations
|
13,539
|
|
|
16,083
|
|
|
23,920
|
|
|
27,463
|
|
||||
Other Income (Expense)
|
|
|
|
|
|
|
|
||||||||
Interest income and other income (expense)
|
1,273
|
|
|
160
|
|
|
2,687
|
|
|
2,002
|
|
||||
Floorplan interest expense
|
(1,448
|
)
|
|
(1,856
|
)
|
|
(3,724
|
)
|
|
(4,932
|
)
|
||||
Other interest expense
|
(955
|
)
|
|
(1,617
|
)
|
|
(3,562
|
)
|
|
(6,137
|
)
|
||||
Income Before Income Taxes
|
12,409
|
|
|
12,770
|
|
|
19,321
|
|
|
18,396
|
|
||||
Provision for Income Taxes
|
4,195
|
|
|
1,994
|
|
|
6,041
|
|
|
4,055
|
|
||||
Net Income
|
$
|
8,214
|
|
|
$
|
10,776
|
|
|
$
|
13,280
|
|
|
$
|
14,341
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.37
|
|
|
$
|
0.49
|
|
|
$
|
0.60
|
|
|
$
|
0.65
|
|
Diluted
|
$
|
0.37
|
|
|
$
|
0.48
|
|
|
$
|
0.60
|
|
|
$
|
0.65
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Common Shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
21,973
|
|
|
21,835
|
|
|
21,936
|
|
|
21,799
|
|
||||
Diluted
|
21,976
|
|
|
21,842
|
|
|
21,942
|
|
|
21,806
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net Income
|
$
|
8,214
|
|
|
$
|
10,776
|
|
|
$
|
13,280
|
|
|
$
|
14,341
|
|
Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(2,650
|
)
|
|
187
|
|
|
(2,409
|
)
|
|
80
|
|
||||
Comprehensive Income
|
$
|
5,564
|
|
|
$
|
10,963
|
|
|
$
|
10,871
|
|
|
$
|
14,421
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
|||||||||||||
|
Shares Outstanding
|
|
Amount
|
|
|
|
|
|||||||||||||||
BALANCE, January 31, 2018
|
22,102
|
|
|
$
|
—
|
|
|
$
|
246,509
|
|
|
$
|
77,046
|
|
|
$
|
(1,700
|
)
|
|
$
|
321,855
|
|
Common stock issued on grant of restricted stock and exercise of stock options, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax
|
(22
|
)
|
|
—
|
|
|
(598
|
)
|
|
—
|
|
|
—
|
|
|
(598
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
540
|
|
|
—
|
|
|
—
|
|
|
540
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,614
|
)
|
|
—
|
|
|
(1,614
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,301
|
|
|
1,301
|
|
|||||
BALANCE, April 30, 2018
|
22,080
|
|
|
—
|
|
|
246,451
|
|
|
75,432
|
|
|
(399
|
)
|
|
321,484
|
|
|||||
Common stock issued on grant of restricted stock and exercise of stock options, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax
|
138
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
709
|
|
|
—
|
|
|
—
|
|
|
709
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
5,180
|
|
|
—
|
|
|
5,180
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,408
|
)
|
|
(1,408
|
)
|
|||||
BALANCE, July 31, 2018
|
22,218
|
|
|
—
|
|
|
247,149
|
|
|
80,612
|
|
|
(1,807
|
)
|
|
325,954
|
|
|||||
Common stock issued on grant of restricted stock and exercise of stock options, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
664
|
|
|
—
|
|
|
—
|
|
|
664
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
10,776
|
|
|
—
|
|
|
10,776
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187
|
|
|
187
|
|
|||||
BALANCE, October 31, 2018
|
22,220
|
|
|
$
|
—
|
|
|
$
|
247,813
|
|
|
$
|
91,388
|
|
|
$
|
(1,620
|
)
|
|
$
|
337,581
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
|||||||||||||
|
Shares Outstanding
|
|
Amount
|
|
|
|
|
|||||||||||||||
BALANCE, January 31, 2019
|
22,218
|
|
|
$
|
—
|
|
|
$
|
248,423
|
|
|
$
|
89,228
|
|
|
$
|
(2,340
|
)
|
|
$
|
335,311
|
|
Cumulative-effect adjustment of adopting ASC 842, Leases
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,464
|
)
|
|
|
|
(5,464
|
)
|
||||||
Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax
|
(34
|
)
|
|
—
|
|
|
(492
|
)
|
|
—
|
|
|
—
|
|
|
(492
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
603
|
|
|
—
|
|
|
—
|
|
|
603
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(445
|
)
|
|
—
|
|
|
(445
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(771
|
)
|
|
(771
|
)
|
|||||
BALANCE, April 30, 2019
|
22,184
|
|
|
—
|
|
|
248,534
|
|
|
83,319
|
|
|
(3,111
|
)
|
|
328,742
|
|
|||||
Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax
|
170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
694
|
|
|
—
|
|
|
—
|
|
|
694
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
5,511
|
|
|
—
|
|
|
5,511
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,012
|
|
|
1,012
|
|
|||||
BALANCE, July 31, 2019
|
22,354
|
|
|
—
|
|
|
249,228
|
|
|
88,830
|
|
|
(2,099
|
)
|
|
335,959
|
|
|||||
Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax
|
(2
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
773
|
|
|
—
|
|
|
—
|
|
|
773
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8,214
|
|
|
—
|
|
|
8,214
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,650
|
)
|
|
(2,650
|
)
|
|||||
BALANCE, October 31, 2019
|
22,352
|
|
|
$
|
—
|
|
|
$
|
249,984
|
|
|
$
|
97,044
|
|
|
$
|
(4,749
|
)
|
|
$
|
342,279
|
|
|
Nine Months Ended October 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
13,280
|
|
|
$
|
14,341
|
|
Adjustments to reconcile net income to net cash used for operating activities
|
|
|
|
||||
Depreciation and amortization
|
21,061
|
|
|
17,889
|
|
||
Impairment
|
186
|
|
|
459
|
|
||
Deferred income taxes
|
629
|
|
|
2,657
|
|
||
Stock-based compensation expense
|
2,070
|
|
|
1,913
|
|
||
Noncash interest expense
|
394
|
|
|
2,024
|
|
||
Noncash lease expense
|
9,251
|
|
|
—
|
|
||
Loss on repurchase of senior convertible notes
|
—
|
|
|
615
|
|
||
Other, net
|
(63
|
)
|
|
1,116
|
|
||
Changes in assets and liabilities
|
|
|
|
||||
Receivables, prepaid expenses and other assets
|
(4,630
|
)
|
|
(11,042
|
)
|
||
Inventories
|
(133,929
|
)
|
|
(28,704
|
)
|
||
Manufacturer floorplan payable
|
113,632
|
|
|
28,992
|
|
||
Accounts payable, deferred revenue, accrued expenses and other and other long-term liabilities
|
(20,697
|
)
|
|
(18,534
|
)
|
||
Operating lease liabilities
|
(9,473
|
)
|
|
—
|
|
||
Net Cash Provided by (Used for) Operating Activities
|
(8,289
|
)
|
|
11,726
|
|
||
Investing Activities
|
|
|
|
||||
Rental fleet purchases
|
(12,765
|
)
|
|
(4,664
|
)
|
||
Property and equipment purchases (excluding rental fleet)
|
(7,637
|
)
|
|
(4,456
|
)
|
||
Proceeds from sale of property and equipment
|
1,386
|
|
|
1,101
|
|
||
Acquisition consideration, net of cash acquired
|
(11,752
|
)
|
|
(15,299
|
)
|
||
Other, net
|
13
|
|
|
(399
|
)
|
||
Net Cash Used for Investing Activities
|
(30,755
|
)
|
|
(23,717
|
)
|
||
Financing Activities
|
|
|
|
||||
Net change in non-manufacturer floorplan payable
|
62,387
|
|
|
43,896
|
|
||
Principal payments on senior convertible notes
|
(45,644
|
)
|
|
(20,025
|
)
|
||
Proceeds from long-term debt borrowings
|
21,865
|
|
|
3,183
|
|
||
Principal payments on long-term debt and finance leases
|
(3,197
|
)
|
|
(15,102
|
)
|
||
Other, net
|
(509
|
)
|
|
(643
|
)
|
||
Net Cash Provided by Financing Activities
|
34,902
|
|
|
11,309
|
|
||
Effect of Exchange Rate Changes on Cash
|
(183
|
)
|
|
(471
|
)
|
||
Net Change in Cash
|
(4,325
|
)
|
|
(1,153
|
)
|
||
Cash at Beginning of Period
|
56,745
|
|
|
53,396
|
|
||
Cash at End of Period
|
$
|
52,420
|
|
|
$
|
52,243
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
||||
Cash paid during the period
|
|
|
|
||||
Income taxes, net of refunds
|
$
|
4,934
|
|
|
$
|
2,662
|
|
Interest
|
$
|
7,162
|
|
|
$
|
8,965
|
|
Supplemental Disclosures of Noncash Investing and Financing Activities
|
|
|
|
||||
Net property and equipment financed with long-term debt, finance leases, accounts payable and accrued liabilities
|
$
|
7,652
|
|
|
$
|
4,391
|
|
Net transfer of assets from (to) property and equipment to (from) inventories
|
$
|
(2,179
|
)
|
|
$
|
4,476
|
|
|
|
January 31, 2019
As Reported
|
|
ASC 842 Adjustment on February 1, 2019
|
|
February 1, 2019
As Adjusted
|
|||||||
|
|
(in thousands)
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
||||||
Operating lease assets
|
|
$
|
—
|
|
|
$
|
100,469
|
|
(a)
|
|
$
|
100,469
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
||||||
Current maturities of long-term debt
|
|
3,340
|
|
|
(1,273
|
)
|
(b)
|
|
2,067
|
|
|||
Current operating lease liabilities
|
|
—
|
|
|
12,266
|
|
(c)
|
|
12,266
|
|
|||
Accrued expenses and other
|
|
35,091
|
|
|
972
|
|
(d)
|
|
36,063
|
|
|||
Long-term debt, less current maturities
|
|
25,812
|
|
|
(5,136
|
)
|
(b)
|
|
20,676
|
|
|||
Operating lease liabilities
|
|
—
|
|
|
98,250
|
|
(c)
|
|
98,250
|
|
|||
Deferred income taxes
|
|
4,955
|
|
|
(374
|
)
|
(e)
|
|
4,581
|
|
|||
Other long-term liabilities
|
|
5,908
|
|
|
1,228
|
|
(f)
|
|
7,136
|
|
|||
Retained earnings
|
|
89,228
|
|
|
(5,464
|
)
|
(g)
|
|
83,764
|
|
|||
|
|
|
|
|
|
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
8,214
|
|
|
$
|
10,776
|
|
|
$
|
13,280
|
|
|
$
|
14,341
|
|
Allocation to participating securities
|
(140
|
)
|
|
(186
|
)
|
|
(207
|
)
|
|
(234
|
)
|
||||
Net income attributable to Titan Machinery Inc. common stockholders
|
$
|
8,074
|
|
|
$
|
10,590
|
|
|
$
|
13,073
|
|
|
$
|
14,107
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares outstanding
|
21,973
|
|
|
21,835
|
|
|
21,936
|
|
|
21,799
|
|
||||
Plus: incremental shares from assumed exercises of stock options and vesting of restricted stock units
|
3
|
|
|
7
|
|
|
6
|
|
|
7
|
|
||||
Diluted weighted-average common shares outstanding
|
21,976
|
|
|
21,842
|
|
|
21,942
|
|
|
21,806
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.37
|
|
|
$
|
0.49
|
|
|
$
|
0.60
|
|
|
$
|
0.65
|
|
Diluted
|
$
|
0.37
|
|
|
$
|
0.48
|
|
|
$
|
0.60
|
|
|
$
|
0.65
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares excluded from diluted weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Shares underlying senior convertible notes
|
—
|
|
|
1,057
|
|
|
—
|
|
|
1,057
|
|
|
Three Months Ended October 31, 2019
|
|
Three Months Ended October 31, 2018
|
||||||||||||||||||||||||||||
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||||||||||
Equipment
|
$
|
148,680
|
|
|
$
|
43,299
|
|
|
$
|
54,007
|
|
|
$
|
245,986
|
|
|
$
|
151,247
|
|
|
$
|
43,331
|
|
|
$
|
59,215
|
|
|
$
|
253,793
|
|
Parts
|
44,923
|
|
|
13,586
|
|
|
12,279
|
|
|
70,788
|
|
|
40,333
|
|
|
12,449
|
|
|
11,827
|
|
|
64,609
|
|
||||||||
Service
|
18,885
|
|
|
6,674
|
|
|
1,994
|
|
|
27,553
|
|
|
16,758
|
|
|
6,336
|
|
|
1,714
|
|
|
24,808
|
|
||||||||
Other
|
835
|
|
|
826
|
|
|
50
|
|
|
1,711
|
|
|
791
|
|
|
1,210
|
|
|
53
|
|
|
2,054
|
|
||||||||
Revenue from contracts with customers
|
213,323
|
|
|
64,385
|
|
|
68,330
|
|
|
346,038
|
|
|
209,129
|
|
|
63,326
|
|
|
72,809
|
|
|
345,264
|
|
||||||||
Rental
|
750
|
|
|
13,646
|
|
|
502
|
|
|
14,898
|
|
|
568
|
|
|
13,668
|
|
|
1,413
|
|
|
15,649
|
|
||||||||
Total revenues
|
$
|
214,073
|
|
|
$
|
78,031
|
|
|
$
|
68,832
|
|
|
$
|
360,936
|
|
|
$
|
209,697
|
|
|
$
|
76,994
|
|
|
$
|
74,222
|
|
|
$
|
360,913
|
|
|
Nine Months Ended October 31, 2019
|
|
Nine Months Ended October 31, 2018
|
||||||||||||||||||||||||||||
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||||||||||
Equipment
|
$
|
367,754
|
|
|
$
|
137,742
|
|
|
$
|
148,880
|
|
|
$
|
654,376
|
|
|
$
|
350,435
|
|
|
$
|
125,596
|
|
|
$
|
149,157
|
|
|
$
|
625,188
|
|
Parts
|
109,952
|
|
|
39,356
|
|
|
32,620
|
|
|
181,928
|
|
|
102,854
|
|
|
36,363
|
|
|
27,706
|
|
|
166,923
|
|
||||||||
Service
|
51,869
|
|
|
20,163
|
|
|
5,183
|
|
|
77,215
|
|
|
46,554
|
|
|
17,979
|
|
|
3,480
|
|
|
68,013
|
|
||||||||
Other
|
2,248
|
|
|
2,238
|
|
|
202
|
|
|
4,688
|
|
|
2,061
|
|
|
3,005
|
|
|
160
|
|
|
5,226
|
|
||||||||
Revenue from contracts with customers
|
531,823
|
|
|
199,499
|
|
|
186,885
|
|
|
918,207
|
|
|
501,904
|
|
|
182,943
|
|
|
180,503
|
|
|
865,350
|
|
||||||||
Rental
|
1,715
|
|
|
33,314
|
|
|
971
|
|
|
36,000
|
|
|
1,622
|
|
|
32,617
|
|
|
2,269
|
|
|
36,508
|
|
||||||||
Total revenues
|
$
|
533,538
|
|
|
$
|
232,813
|
|
|
$
|
187,856
|
|
|
$
|
954,207
|
|
|
$
|
503,526
|
|
|
$
|
215,560
|
|
|
$
|
182,772
|
|
|
$
|
901,858
|
|
|
October 31, 2019
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
Trade and unbilled receivables from contracts with customers
|
|
|
|
||||
Trade receivables due from customers
|
$
|
41,834
|
|
|
$
|
38,827
|
|
Trade receivables due from finance companies
|
15,060
|
|
|
10,265
|
|
||
Unbilled receivables
|
18,744
|
|
|
11,222
|
|
||
Trade and unbilled receivables from rental contracts
|
|
|
|
||||
Trade receivables
|
8,810
|
|
|
6,386
|
|
||
Unbilled receivables
|
1,363
|
|
|
828
|
|
||
Other receivables
|
|
|
|
||||
Due from manufacturers
|
6,906
|
|
|
12,950
|
|
||
Other
|
1,116
|
|
|
550
|
|
||
Total receivables
|
93,833
|
|
|
81,028
|
|
||
Less allowance for doubtful accounts
|
(4,926
|
)
|
|
(3,528
|
)
|
||
Receivables, net of allowance for doubtful accounts
|
$
|
88,907
|
|
|
$
|
77,500
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands)
|
||||||||||||||
Impairment losses on:
|
|
|
|
|
|
|
|
||||||||
Receivables from sales contracts
|
$
|
75
|
|
|
$
|
206
|
|
|
$
|
1,061
|
|
|
$
|
536
|
|
Receivables from rental contracts
|
282
|
|
|
62
|
|
|
779
|
|
|
220
|
|
||||
|
$
|
357
|
|
|
$
|
268
|
|
|
$
|
1,840
|
|
|
$
|
756
|
|
|
October 31, 2019
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
New equipment
|
$
|
417,681
|
|
|
$
|
258,081
|
|
Used equipment
|
125,992
|
|
|
158,951
|
|
||
Parts and attachments
|
78,651
|
|
|
72,760
|
|
||
Work in process
|
1,891
|
|
|
1,299
|
|
||
|
$
|
624,215
|
|
|
$
|
491,091
|
|
|
October 31, 2019
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
Rental fleet equipment
|
$
|
115,361
|
|
|
$
|
111,164
|
|
Machinery and equipment
|
22,434
|
|
|
21,646
|
|
||
Vehicles
|
49,785
|
|
|
42,330
|
|
||
Furniture and fixtures
|
41,360
|
|
|
40,645
|
|
||
Land, buildings, and leasehold improvements
|
66,278
|
|
|
63,091
|
|
||
|
295,218
|
|
|
278,876
|
|
||
Less accumulated depreciation
|
(147,128
|
)
|
|
(139,926
|
)
|
||
|
$
|
148,090
|
|
|
$
|
138,950
|
|
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance, January 31, 2019
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
911
|
|
|
$
|
1,161
|
|
Arising from business combinations
|
699
|
|
|
—
|
|
|
499
|
|
|
1,198
|
|
||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
(68
|
)
|
||||
Balance, October 31, 2019
|
$
|
949
|
|
|
$
|
—
|
|
|
$
|
1,342
|
|
|
$
|
2,291
|
|
|
October 31, 2019
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
CNH Industrial
|
$
|
245,121
|
|
|
$
|
120,319
|
|
Wells Fargo Credit Agreement (floorplan payable line)
|
98,400
|
|
|
49,100
|
|
||
DLL Finance
|
27,043
|
|
|
13,432
|
|
||
Other outstanding balances with manufacturers and non-manufacturers
|
75,162
|
|
|
90,905
|
|
||
|
$
|
445,726
|
|
|
$
|
273,756
|
|
|
October 31, 2019
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
Deferred revenue from contracts with customers
|
$
|
11,866
|
|
|
$
|
44,893
|
|
Deferred revenue from rental and other contracts
|
1,012
|
|
|
1,516
|
|
||
|
$
|
12,878
|
|
|
$
|
46,409
|
|
|
October 31, 2019
|
|
January 31, 2019
|
||||
|
(in thousands except conversion
rate and conversion price)
|
||||||
Principal value
|
$
|
—
|
|
|
$
|
45,644
|
|
Unamortized debt discount
|
—
|
|
|
(350
|
)
|
||
Unamortized debt issuance costs
|
—
|
|
|
(45
|
)
|
||
Carrying value of senior convertible notes
|
$
|
—
|
|
|
$
|
45,249
|
|
|
|
|
|
||||
Carrying value of equity component, net of deferred taxes
|
$
|
—
|
|
|
$
|
14,923
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands)
|
(in thousands)
|
|||||||||||||
Cash Interest Expense
|
|
|
|
|
|
|
|
||||||||
Coupon interest expense
|
$
|
—
|
|
|
$
|
428
|
|
|
$
|
421
|
|
|
$
|
1,579
|
|
Noncash Interest Expense
|
|
|
|
|
|
|
|
||||||||
Amortization of debt discount
|
—
|
|
|
356
|
|
|
350
|
|
|
1,271
|
|
||||
Amortization of transaction costs
|
—
|
|
|
47
|
|
|
45
|
|
|
169
|
|
||||
|
$
|
—
|
|
|
$
|
831
|
|
|
$
|
816
|
|
|
$
|
3,019
|
|
|
October 31, 2019
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
Sale-leaseback financing obligations, interest rates ranging from 3.4% to 10.3% with various maturity dates through December 2030
|
$
|
18,093
|
|
|
$
|
19,010
|
|
Wells Fargo Credit Agreement - Working Capital Line, interest accrues at a variable rate on outstanding balances, requires monthly payments of accrued interest, matures on October 28, 2020.
|
10,000
|
|
|
—
|
|
||
Real estate mortgage bearing interest at 5.11%, payable in quarterly installments of $0.3 million, maturing on May 15, 2039, secured by real estate assets
|
6,827
|
|
|
—
|
|
||
Equipment financing loan, payable in monthly installments over a 72-month term for each funded tranche, bearing interest at 3.89%, secured by vehicle assets
|
6,369
|
|
|
—
|
|
||
Real estate mortgage bearing interest at 4.62%, payable in monthly installments of $0.04 million with a final payment at maturity of $3.4 million, maturing on June 10, 2024, secured by real estate assets
|
4,465
|
|
|
—
|
|
||
Real estate mortgage bearing interest at 2.09%, payable in monthly installments, maturing on June 30, 2026, secured by real estate assets
|
2,549
|
|
|
2,978
|
|
||
Other long-term debt primarily bearing interest at three-month EURIBOR plus 2.6%, payable in quarterly installments, maturing on January 31, 2021
|
731
|
|
|
755
|
|
||
|
49,034
|
|
|
22,743
|
|
||
Less current maturities
|
(13,280
|
)
|
|
(2,067
|
)
|
||
|
$
|
35,754
|
|
|
$
|
20,676
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands)
|
||||||||||||||
Foreign currency contract gain (loss)
|
$
|
(3
|
)
|
|
$
|
634
|
|
|
$
|
365
|
|
|
$
|
1,757
|
|
|
Foreign Currency Translation Adjustment
|
|
Net Investment Hedging Gain
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||
|
(in thousands)
|
||||||||||
Balance, January 31, 2019
|
$
|
(5,051
|
)
|
|
$
|
2,711
|
|
|
$
|
(2,340
|
)
|
Other comprehensive loss
|
(771
|
)
|
|
—
|
|
|
(771
|
)
|
|||
Balance, April 30, 2019
|
(5,822
|
)
|
|
2,711
|
|
|
(3,111
|
)
|
|||
Other comprehensive income
|
1,012
|
|
|
—
|
|
|
1,012
|
|
|||
Balance, July 31, 2019
|
(4,810
|
)
|
|
2,711
|
|
|
(2,099
|
)
|
|||
Other comprehensive loss
|
(2,650
|
)
|
|
—
|
|
|
(2,650
|
)
|
|||
Balance, October 31, 2019
|
$
|
(7,460
|
)
|
|
$
|
2,711
|
|
|
$
|
(4,749
|
)
|
|
Foreign Currency Translation Adjustment
|
|
Net Investment Hedging Gain
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||
|
(in thousands)
|
||||||||||
Balance, January 31, 2018
|
$
|
(4,411
|
)
|
|
$
|
2,711
|
|
|
$
|
(1,700
|
)
|
Other comprehensive income
|
1,301
|
|
|
—
|
|
|
1,301
|
|
|||
Balance, April 30, 2018
|
(3,110
|
)
|
|
2,711
|
|
|
(399
|
)
|
|||
Other comprehensive loss
|
(1,408
|
)
|
|
—
|
|
|
(1,408
|
)
|
|||
Balance, July 31, 2018
|
(4,518
|
)
|
|
2,711
|
|
|
(1,807
|
)
|
|||
Other comprehensive income
|
187
|
|
|
—
|
|
|
187
|
|
|||
Balance, October 31, 2018
|
$
|
(4,331
|
)
|
|
$
|
2,711
|
|
|
$
|
(1,620
|
)
|
|
|
Classification
|
|
Three Months Ended October 31, 2019
|
|
Nine Months Ended October 31, 2019
|
||||
|
|
|
|
(in thousands)
|
||||||
Finance lease cost:
|
|
|
|
|
|
|
||||
Amortization of leased assets
|
|
Operating expenses
|
|
$
|
373
|
|
|
$
|
1,080
|
|
Interest on lease liabilities
|
|
Other interest expense
|
|
143
|
|
|
421
|
|
||
Operating lease cost
|
|
Operating expenses & rental and other cost of revenue
|
|
4,613
|
|
|
14,154
|
|
||
Short-term lease cost
|
|
Operating expenses
|
|
41
|
|
|
201
|
|
||
Variable lease cost
|
|
Operating expenses
|
|
689
|
|
|
2,024
|
|
||
Sublease income
|
|
Interest income and other income (expense)
|
|
(146
|
)
|
|
(468
|
)
|
||
|
|
|
|
$
|
5,713
|
|
|
$
|
17,412
|
|
|
|
Classification
|
|
October 31, 2019
|
||
|
|
|
|
(in thousands)
|
||
Assets
|
|
|
|
|
||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
92,124
|
|
Finance lease assets(a)
|
|
Property and equipment, net of accumulated depreciation
|
|
6,354
|
|
|
Total leased assets
|
|
|
|
$
|
98,478
|
|
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Current operating lease liabilities
|
|
$
|
12,002
|
|
Finance
|
|
Accrued expenses and other
|
|
1,640
|
|
|
Noncurrent
|
|
|
|
|
||
Operating
|
|
Operating lease liabilities
|
|
90,063
|
|
|
Finance
|
|
Other long-term liabilities
|
|
4,267
|
|
|
Total lease liabilities
|
|
|
|
$
|
107,972
|
|
|
|
|
|
|
|
|
Operating
|
|
Finance
|
|
|
||||||
|
|
Leases
|
|
Leases
|
|
Total
|
||||||
Fiscal Year Ended January 31,
|
|
(in thousands)
|
||||||||||
2020 (remainder)
|
|
$
|
4,555
|
|
|
$
|
543
|
|
|
$
|
5,098
|
|
2021
|
|
17,512
|
|
|
2,071
|
|
|
19,583
|
|
|||
2022
|
|
16,675
|
|
|
1,754
|
|
|
18,429
|
|
|||
2023
|
|
15,615
|
|
|
1,108
|
|
|
16,724
|
|
|||
2024
|
|
14,713
|
|
|
380
|
|
|
15,093
|
|
|||
2025
|
|
13,587
|
|
|
342
|
|
|
13,929
|
|
|||
Thereafter
|
|
47,171
|
|
|
1,416
|
|
|
48,585
|
|
|||
Total lease payments
|
|
129,828
|
|
|
7,614
|
|
|
137,441
|
|
|||
Less: Interest
|
|
27,763
|
|
|
1,707
|
|
|
29,470
|
|
|||
Present value of lease liabilities
|
|
$
|
102,065
|
|
|
$
|
5,907
|
|
|
$
|
107,971
|
|
|
October 31, 2019
|
|
Weighted-average remaining lease term (years):
|
|
|
Operating leases
|
8.2
|
|
Financing leases
|
5.5
|
|
Weighted-average discount rate:
|
|
|
Operating leases
|
6.1
|
%
|
Financing leases
|
10.3
|
%
|
|
Nine Months Ended October 31, 2019
|
||
|
(in thousands)
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
13,923
|
|
Operating cash flows from finance leases
|
421
|
|
|
Financing cash flows from finance leases
|
1,374
|
|
|
Operating lease assets obtained in exchange for new operating lease liabilities
|
1,073
|
|
|
Finance lease assets obtained in exchange for new finance lease liabilities
|
709
|
|
|
Operating
|
|
Capital
|
||||
|
Leases
|
|
Leases
|
||||
Fiscal year ended January 31,
|
(in thousands)
|
||||||
2020
|
$
|
20,117
|
|
|
$
|
1,933
|
|
2021
|
18,786
|
|
|
1,831
|
|
||
2022
|
17,994
|
|
|
1,524
|
|
||
2023
|
17,117
|
|
|
882
|
|
||
2024
|
16,143
|
|
|
342
|
|
||
Thereafter
|
68,409
|
|
|
1,701
|
|
||
Total lease payments
|
$
|
158,566
|
|
|
8,213
|
|
|
Less: Interest
|
|
|
1,804
|
|
|||
Present value of capital lease liabilities
|
|
|
$
|
6,409
|
|
|
October 31, 2019
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
Rental fleet equipment
|
$
|
115,361
|
|
|
$
|
111,164
|
|
Less accumulated depreciation
|
47,557
|
|
|
50,399
|
|
||
|
$
|
67,804
|
|
|
$
|
60,765
|
|
|
October 31, 2019
|
|
October 31, 2018
|
||||
|
(in thousands)
|
||||||
Assets acquired:
|
|
|
|
||||
Cash
|
$
|
—
|
|
|
$
|
3,857
|
|
Receivables
|
440
|
|
|
5,340
|
|
||
Inventories
|
6,466
|
|
|
21,725
|
|
||
Prepaid expenses and other
|
—
|
|
|
887
|
|
||
Property and equipment
|
1,675
|
|
|
3,512
|
|
||
Intangible assets
|
1,973
|
|
|
1,944
|
|
||
Goodwill
|
1,198
|
|
|
924
|
|
||
Other
|
—
|
|
|
61
|
|
||
|
11,752
|
|
|
38,250
|
|
||
Liabilities assumed:
|
|
|
|
||||
Accounts payable
|
—
|
|
|
1,553
|
|
||
Floorplan payable
|
—
|
|
|
13,820
|
|
||
Deferred revenue
|
—
|
|
|
85
|
|
||
Accrued expenses and other
|
—
|
|
|
1,279
|
|
||
Long-term debt
|
—
|
|
|
1,725
|
|
||
Deferred income taxes
|
—
|
|
|
632
|
|
||
|
—
|
|
|
19,094
|
|
||
Net assets acquired
|
$
|
11,752
|
|
|
$
|
19,156
|
|
|
|
|
|
||||
Goodwill recognized by segment:
|
|
|
|
||||
Agriculture
|
$
|
699
|
|
|
$
|
—
|
|
Construction
|
—
|
|
|
—
|
|
||
International
|
499
|
|
|
924
|
|
||
Goodwill expected to be deductible for tax purposes
|
1,198
|
|
|
$
|
—
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Agriculture
|
$
|
214,073
|
|
|
$
|
209,697
|
|
|
$
|
533,538
|
|
|
$
|
503,526
|
|
Construction
|
78,031
|
|
|
76,994
|
|
|
232,813
|
|
|
215,560
|
|
||||
International
|
68,832
|
|
|
74,222
|
|
|
187,856
|
|
|
182,772
|
|
||||
Total
|
$
|
360,936
|
|
|
$
|
360,913
|
|
|
$
|
954,207
|
|
|
$
|
901,858
|
|
|
|
|
|
|
|
|
|
||||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
||||||||
Agriculture
|
$
|
10,259
|
|
|
$
|
9,383
|
|
|
$
|
18,312
|
|
|
$
|
15,666
|
|
Construction
|
347
|
|
|
1,154
|
|
|
(541
|
)
|
|
(1,773
|
)
|
||||
International
|
2,061
|
|
|
2,596
|
|
|
2,783
|
|
|
6,235
|
|
||||
Segment income (loss) before income taxes
|
12,667
|
|
|
13,133
|
|
|
20,554
|
|
|
20,128
|
|
||||
Shared Resources
|
(258
|
)
|
|
(363
|
)
|
|
(1,233
|
)
|
|
(1,732
|
)
|
||||
Total
|
$
|
12,409
|
|
|
$
|
12,770
|
|
|
$
|
19,321
|
|
|
$
|
18,396
|
|
|
October 31, 2019
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
Total Assets
|
|
|
|
||||
Agriculture
|
$
|
462,881
|
|
|
$
|
316,224
|
|
Construction
|
297,703
|
|
|
227,261
|
|
||
International
|
199,168
|
|
|
170,187
|
|
||
Segment assets
|
959,752
|
|
|
713,672
|
|
||
Shared Resources
|
69,772
|
|
|
78,766
|
|
||
Total
|
$
|
1,029,524
|
|
|
$
|
792,438
|
|
|
Three Months Ended October 31, 2018
|
|
Nine Months Ended October 31, 2018
|
||||||||||||||||||||
|
As Previously Reported
|
|
Corrections
|
|
As Corrected
|
|
As Previously Reported
|
|
Corrections
|
|
As Corrected
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equipment
|
$
|
241,198
|
|
|
$
|
12,595
|
|
|
$
|
253,793
|
|
|
$
|
590,823
|
|
|
$
|
34,365
|
|
|
$
|
625,188
|
|
Parts
|
70,118
|
|
|
(5,509
|
)
|
|
64,609
|
|
|
181,651
|
|
|
(14,728
|
)
|
|
166,923
|
|
||||||
Service
|
33,560
|
|
|
(8,752
|
)
|
|
24,808
|
|
|
92,187
|
|
|
(24,174
|
)
|
|
68,013
|
|
||||||
Rental and other
|
18,773
|
|
|
(1,070
|
)
|
|
17,703
|
|
|
44,558
|
|
|
(2,824
|
)
|
|
41,734
|
|
||||||
Total Revenue
|
363,649
|
|
|
(2,736
|
)
|
|
360,913
|
|
|
909,219
|
|
|
(7,361
|
)
|
|
901,858
|
|
||||||
Cost of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equipment
|
218,204
|
|
|
7,316
|
|
|
225,520
|
|
|
534,443
|
|
|
21,480
|
|
|
555,923
|
|
||||||
Parts
|
49,481
|
|
|
(3,815
|
)
|
|
45,666
|
|
|
128,683
|
|
|
(10,429
|
)
|
|
118,254
|
|
||||||
Service
|
11,841
|
|
|
(4,085
|
)
|
|
7,756
|
|
|
34,475
|
|
|
(12,557
|
)
|
|
21,918
|
|
||||||
Rental and other
|
14,581
|
|
|
(2,152
|
)
|
|
12,429
|
|
|
35,617
|
|
|
(5,855
|
)
|
|
29,762
|
|
||||||
Total Cost of Revenue
|
294,107
|
|
|
(2,736
|
)
|
|
291,371
|
|
|
733,218
|
|
|
(7,361
|
)
|
|
725,857
|
|
||||||
Gross Profit
|
$
|
69,542
|
|
|
$
|
—
|
|
|
$
|
69,542
|
|
|
$
|
176,001
|
|
|
$
|
—
|
|
|
$
|
176,001
|
|
•
|
Revenue in the third quarter of fiscal 2020 was flat compared to the third quarter of fiscal 2019. Increased revenue from parts and service was offset by lower equipment and rental and other revenue. Equipment revenue within our Agriculture and International segments in the third quarter of fiscal 2020 was impacted by continued uncertainty in the agriculture sector and crop and weather conditions in certain markets.
|
•
|
Gross profit margin in the third quarter of fiscal 2020 improved to 19.9%, compared to 19.3% for the third quarter of fiscal 2019. The improvement in gross profit margin was primarily the result of a change in gross profit mix with more revenue generated by our higher margin parts and service businesses in the third quarter of fiscal 2020, as compared to the third quarter last year.
|
•
|
Operating expenses increased $4.9 million, or 9.2%, in the third quarter of fiscal 2020, as compared to the third quarter last year. Operating expenses as a percentage of revenue increased from 14.8% in the third quarter of fiscal 2019 to 16.1% in the third quarter of fiscal 2020. The increase in operating expenses is primarily the result of incremental costs associated with our ERP transition and increased costs required to support higher business volumes in our Agriculture and Construction segments.
|
•
|
Floorplan and other interest expense decreased a combined 30.8% in the third quarter of fiscal 2020, as compared to the third quarter last year, primarily due to a decrease in our level of interest-bearing inventory in the third quarter of fiscal 2020, and the repayment in full of our senior convertible notes in the second quarter of fiscal 2020.
|
•
|
Our effective tax rate for the third quarter of fiscal 2020 was 33.8%, compared to 15.6% in the third quarter last year. The increase in our effective tax rate for the third quarter of fiscal 2020 was primarily due to foreign currency gains recognized as a result of a strengthening Ukrainian hryvnia.
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(dollars in thousands)
|
|
(dollars in thousands)
|
||||||||||||
Equipment
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
$
|
245,986
|
|
|
$
|
253,793
|
|
|
$
|
654,376
|
|
|
$
|
625,188
|
|
Cost of revenue
|
219,484
|
|
|
225,520
|
|
|
583,345
|
|
|
555,923
|
|
||||
Gross profit
|
$
|
26,502
|
|
|
$
|
28,273
|
|
|
$
|
71,031
|
|
|
$
|
69,265
|
|
Gross profit margin
|
10.8
|
%
|
|
11.1
|
%
|
|
10.9
|
%
|
|
11.1
|
%
|
||||
Parts
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
70,788
|
|
|
$
|
64,609
|
|
|
$
|
181,928
|
|
|
$
|
166,923
|
|
Cost of revenue
|
49,834
|
|
|
45,666
|
|
|
128,380
|
|
|
118,254
|
|
||||
Gross profit
|
$
|
20,954
|
|
|
$
|
18,943
|
|
|
$
|
53,548
|
|
|
$
|
48,669
|
|
Gross profit margin
|
29.6
|
%
|
|
29.3
|
%
|
|
29.4
|
%
|
|
29.2
|
%
|
||||
Service
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
27,553
|
|
|
$
|
24,808
|
|
|
$
|
77,215
|
|
|
$
|
68,013
|
|
Cost of revenue
|
8,950
|
|
|
7,756
|
|
|
25,170
|
|
|
21,918
|
|
||||
Gross profit
|
$
|
18,603
|
|
|
$
|
17,052
|
|
|
$
|
52,045
|
|
|
$
|
46,095
|
|
Gross profit margin
|
67.5
|
%
|
|
68.7
|
%
|
|
67.4
|
%
|
|
67.8
|
%
|
||||
Rental and other
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
16,609
|
|
|
$
|
17,703
|
|
|
$
|
40,688
|
|
|
$
|
41,734
|
|
Cost of revenue
|
10,894
|
|
|
12,429
|
|
|
27,612
|
|
|
29,762
|
|
||||
Gross profit
|
$
|
5,715
|
|
|
$
|
5,274
|
|
|
$
|
13,076
|
|
|
$
|
11,972
|
|
Gross profit margin
|
34.4
|
%
|
|
29.8
|
%
|
|
32.1
|
%
|
|
28.7
|
%
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Revenue
|
|
|
|
|
|
|
|
|
|
||
Equipment
|
68.2
|
%
|
|
70.3
|
%
|
|
68.6
|
%
|
|
69.3
|
%
|
Parts
|
19.6
|
%
|
|
17.9
|
%
|
|
19.1
|
%
|
|
18.5
|
%
|
Service
|
7.6
|
%
|
|
6.9
|
%
|
|
8.1
|
%
|
|
7.5
|
%
|
Rental and other
|
4.6
|
%
|
|
4.9
|
%
|
|
4.3
|
%
|
|
4.6
|
%
|
Total Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Total Cost of Revenue
|
80.1
|
%
|
|
80.7
|
%
|
|
80.1
|
%
|
|
80.5
|
%
|
Gross Profit Margin
|
19.9
|
%
|
|
19.3
|
%
|
|
19.9
|
%
|
|
19.5
|
%
|
Operating Expenses
|
16.0
|
%
|
|
14.8
|
%
|
|
17.4
|
%
|
|
16.4
|
%
|
Impairment of Intangible and Long-Lived Assets
|
—
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
0.1
|
%
|
Restructuring Costs
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Income from Operations
|
3.8
|
%
|
|
4.5
|
%
|
|
2.5
|
%
|
|
3.0
|
%
|
Other Income (Expense)
|
(0.3
|
)%
|
|
(0.9
|
)%
|
|
(0.5
|
)%
|
|
(1.0
|
)%
|
Income Before Income Taxes
|
3.4
|
%
|
|
3.5
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
Provision for Income Taxes
|
1.2
|
%
|
|
0.6
|
%
|
|
0.6
|
%
|
|
0.4
|
%
|
Net Income
|
2.3
|
%
|
|
3.0
|
%
|
|
1.4
|
%
|
|
1.6
|
%
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
||||||||||
Equipment
|
$
|
245,986
|
|
|
$
|
253,793
|
|
|
$
|
(7,807
|
)
|
|
(3.1
|
)%
|
Parts
|
70,788
|
|
|
64,609
|
|
|
6,179
|
|
|
9.6
|
%
|
|||
Service
|
27,553
|
|
|
24,808
|
|
|
2,745
|
|
|
11.1
|
%
|
|||
Rental and other
|
16,609
|
|
|
17,703
|
|
|
(1,094
|
)
|
|
(6.2
|
)%
|
|||
Total Revenue
|
$
|
360,936
|
|
|
$
|
360,913
|
|
|
$
|
23
|
|
|
—
|
%
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
||||||||||
Gross Profit
|
|
|
|
|
|
|
|
|||||||
Equipment
|
$
|
26,502
|
|
|
$
|
28,273
|
|
|
$
|
(1,771
|
)
|
|
(6.3
|
)%
|
Parts
|
20,954
|
|
|
18,943
|
|
|
2,011
|
|
|
10.6
|
%
|
|||
Service
|
18,603
|
|
|
17,052
|
|
|
1,551
|
|
|
9.1
|
%
|
|||
Rental and other
|
5,715
|
|
|
5,274
|
|
|
441
|
|
|
8.4
|
%
|
|||
Total Gross Profit
|
$
|
71,774
|
|
|
$
|
69,542
|
|
|
$
|
2,232
|
|
|
3.2
|
%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|||||||
Equipment
|
10.8
|
%
|
|
11.1
|
%
|
|
(0.3
|
)%
|
|
(2.7
|
)%
|
|||
Parts
|
29.6
|
%
|
|
29.3
|
%
|
|
0.3
|
%
|
|
1.0
|
%
|
|||
Service
|
67.5
|
%
|
|
68.7
|
%
|
|
(1.2
|
)%
|
|
(1.7
|
)%
|
|||
Rental and other
|
34.4
|
%
|
|
29.8
|
%
|
|
4.6
|
%
|
|
15.4
|
%
|
|||
Total Gross Profit Margin
|
19.9
|
%
|
|
19.3
|
%
|
|
0.6
|
%
|
|
3.1
|
%
|
|||
Gross Profit Mix
|
|
|
|
|
|
|
|
|||||||
Equipment
|
36.9
|
%
|
|
40.7
|
%
|
|
(3.8
|
)%
|
|
(9.3
|
)%
|
|||
Parts
|
29.2
|
%
|
|
27.2
|
%
|
|
2.0
|
%
|
|
7.4
|
%
|
|||
Service
|
25.9
|
%
|
|
24.5
|
%
|
|
1.4
|
%
|
|
5.7
|
%
|
|||
Rental and other
|
8.0
|
%
|
|
7.6
|
%
|
|
0.4
|
%
|
|
5.3
|
%
|
|||
Total Gross Profit Mix
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Operating Expenses
|
$
|
58,184
|
|
|
$
|
53,306
|
|
|
$
|
4,878
|
|
|
(9.2
|
)%
|
Operating Expenses as a Percentage of Revenue
|
16.1
|
%
|
|
14.8
|
%
|
|
1.3
|
%
|
|
(8.8
|
)%
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Impairment of Long-Lived Assets
|
$
|
51
|
|
|
$
|
304
|
|
|
$
|
(253
|
)
|
|
83.0%
|
Restructuring Costs
|
—
|
|
|
(151
|
)
|
|
151
|
|
|
100.0%
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Interest income and other income (expense)
|
$
|
1,273
|
|
|
$
|
157
|
|
|
$
|
1,116
|
|
|
n/m
|
|
Floorplan interest expense
|
(1,448
|
)
|
|
(1,856
|
)
|
|
(408
|
)
|
|
22.0
|
%
|
|||
Other interest expense
|
(955
|
)
|
|
(1,617
|
)
|
|
(662
|
)
|
|
40.9
|
%
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Provision for Income Taxes
|
$
|
4,195
|
|
|
$
|
1,994
|
|
|
$
|
2,201
|
|
|
(110.4
|
)%
|
|
Three Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
214,073
|
|
|
$
|
209,697
|
|
|
$
|
4,376
|
|
|
2.1
|
%
|
Construction
|
78,031
|
|
|
76,994
|
|
|
1,037
|
|
|
1.3
|
%
|
|||
International
|
68,832
|
|
|
74,222
|
|
|
(5,390
|
)
|
|
(7.3
|
)%
|
|||
Total
|
$
|
360,936
|
|
|
$
|
360,913
|
|
|
$
|
23
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|||||||
Income Before Income Taxes
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
10,259
|
|
|
$
|
9,383
|
|
|
$
|
876
|
|
|
9.3
|
%
|
Construction
|
347
|
|
|
1,154
|
|
|
(807
|
)
|
|
(69.9
|
)%
|
|||
International
|
2,061
|
|
|
2,596
|
|
|
(535
|
)
|
|
(20.6
|
)%
|
|||
Segment income (loss) before income taxes
|
12,667
|
|
|
13,133
|
|
|
(466
|
)
|
|
(3.5
|
)%
|
|||
Shared Resources
|
(258
|
)
|
|
(363
|
)
|
|
105
|
|
|
28.9
|
%
|
|||
Total
|
$
|
12,409
|
|
|
$
|
12,770
|
|
|
$
|
(361
|
)
|
|
(2.8
|
)%
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
||||||||||
Equipment
|
$
|
654,376
|
|
|
$
|
625,188
|
|
|
$
|
29,188
|
|
|
4.7
|
%
|
Parts
|
181,928
|
|
|
166,923
|
|
|
15,005
|
|
|
9.0
|
%
|
|||
Service
|
77,215
|
|
|
68,013
|
|
|
9,202
|
|
|
13.5
|
%
|
|||
Rental and other
|
40,688
|
|
|
41,734
|
|
|
(1,046
|
)
|
|
(2.5
|
)%
|
|||
Total Revenue
|
$
|
954,207
|
|
|
$
|
901,858
|
|
|
$
|
52,349
|
|
|
5.8
|
%
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|
||||||||||
Gross Profit
|
|
|
|
|
|
|
|
|||||||
Equipment
|
$
|
71,031
|
|
|
$
|
69,265
|
|
|
$
|
1,766
|
|
|
2.5
|
%
|
Parts
|
53,548
|
|
|
48,669
|
|
|
4,879
|
|
|
10.0
|
%
|
|||
Service
|
52,045
|
|
|
46,095
|
|
|
5,950
|
|
|
12.9
|
%
|
|||
Rental and other
|
13,076
|
|
|
11,972
|
|
|
1,104
|
|
|
9.2
|
%
|
|||
Total Gross Profit
|
$
|
189,700
|
|
|
$
|
176,001
|
|
|
$
|
13,699
|
|
|
7.8
|
%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|||||||
Equipment
|
10.9
|
%
|
|
11.1
|
%
|
|
(0.2
|
)%
|
|
(1.8
|
)%
|
|||
Parts
|
29.4
|
%
|
|
29.2
|
%
|
|
0.2
|
%
|
|
0.7
|
%
|
|||
Service
|
67.4
|
%
|
|
67.8
|
%
|
|
(0.4
|
)%
|
|
(0.6
|
)%
|
|||
Rental and other
|
32.1
|
%
|
|
28.7
|
%
|
|
3.4
|
%
|
|
11.8
|
%
|
|||
Total Gross Profit Margin
|
19.9
|
%
|
|
19.5
|
%
|
|
0.4
|
%
|
|
2.1
|
%
|
|||
Gross Profit Mix
|
|
|
|
|
|
|
|
|||||||
Equipment
|
37.4
|
%
|
|
39.4
|
%
|
|
(2.0
|
)%
|
|
(5.1
|
)%
|
|||
Parts
|
28.2
|
%
|
|
27.7
|
%
|
|
0.5
|
%
|
|
1.8
|
%
|
|||
Service
|
27.4
|
%
|
|
26.2
|
%
|
|
1.2
|
%
|
|
4.6
|
%
|
|||
Rental and other
|
7.0
|
%
|
|
6.7
|
%
|
|
0.3
|
%
|
|
4.5
|
%
|
|||
Total Gross Profit Mix
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Operating Expenses
|
$
|
165,594
|
|
|
$
|
147,665
|
|
|
$
|
17,929
|
|
|
(12.1
|
)%
|
Operating Expenses as a Percentage of Revenue
|
17.4
|
%
|
|
16.4
|
%
|
|
1.0
|
%
|
|
(6.1
|
)%
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
Decrease
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Impairment of Long-Lived Assets
|
$
|
186
|
|
|
$
|
459
|
|
|
$
|
(273
|
)
|
|
59.0%
|
|
Restructuring Costs
|
—
|
|
|
414
|
|
|
(414
|
)
|
|
100.0
|
%
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Interest income and other income (expense)
|
$
|
2,687
|
|
|
$
|
2,003
|
|
|
$
|
684
|
|
|
34.1
|
%
|
Floorplan interest expense
|
(3,724
|
)
|
|
(4,932
|
)
|
|
(1,208
|
)
|
|
24.5
|
%
|
|||
Other interest expense
|
(3,562
|
)
|
|
(6,137
|
)
|
|
(2,575
|
)
|
|
42.0
|
%
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
||||||||
|
2019
|
|
2018
|
|
Decrease
|
|
Change
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Provision for Income Taxes
|
$
|
6,041
|
|
|
$
|
4,055
|
|
|
$
|
1,986
|
|
|
(49.0)%
|
|
Nine Months Ended October 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
533,538
|
|
|
$
|
503,526
|
|
|
$
|
30,012
|
|
|
6.0
|
%
|
Construction
|
232,813
|
|
|
215,560
|
|
|
17,253
|
|
|
8.0
|
%
|
|||
International
|
187,856
|
|
|
182,772
|
|
|
5,084
|
|
|
2.8
|
%
|
|||
Total
|
$
|
954,207
|
|
|
$
|
901,858
|
|
|
$
|
52,349
|
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Income Before Income Taxes
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
18,312
|
|
|
$
|
15,666
|
|
|
$
|
2,646
|
|
|
16.9
|
%
|
Construction
|
(541
|
)
|
|
(1,773
|
)
|
|
1,232
|
|
|
69.5
|
%
|
|||
International
|
2,783
|
|
|
6,235
|
|
|
(3,452
|
)
|
|
(55.4
|
)%
|
|||
Segment income (loss) before income taxes
|
20,554
|
|
|
20,128
|
|
|
426
|
|
|
2.1
|
%
|
|||
Shared Resources
|
(1,233
|
)
|
|
(1,732
|
)
|
|
499
|
|
|
28.8
|
%
|
|||
Total
|
$
|
19,321
|
|
|
$
|
18,396
|
|
|
$
|
925
|
|
|
5.0
|
%
|
|
Net Cash Provided by (Used for) Operating Activities
|
|
Net Cash Provided by (Used for) Financing Activities
|
||||||||||||
|
Nine Months Ended October 31, 2019
|
|
Nine Months Ended October 31, 2018
|
|
Nine Months Ended October 31, 2019
|
|
Nine Months Ended October 31, 2018
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Cash Flow, As Reported
|
$
|
(8,289
|
)
|
|
$
|
11,726
|
|
|
$
|
34,902
|
|
|
$
|
11,309
|
|
Adjustment for Non-Manufacturer Floorplan
|
62,387
|
|
|
43,896
|
|
|
(62,387
|
)
|
|
(43,896
|
)
|
||||
Adjustment for Constant Equity in Equipment Inventory
|
(89,076
|
)
|
|
(54,109
|
)
|
|
—
|
|
|
—
|
|
||||
Adjusted Cash Flow
|
$
|
(34,978
|
)
|
|
$
|
1,513
|
|
|
$
|
(27,485
|
)
|
|
$
|
(32,587
|
)
|
No.
|
|
Description
|
|
|
|
|
Amendment dated November 13, 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, 2019, 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 5, 2019
|
|
|
|
|
TITAN MACHINERY INC.
|
|
|
|
|
|
|
|
|
|
|
|
By
|
/s/ Mark Kalvoda
|
|
|
|
Mark Kalvoda
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
/s/ Mike VanVlaenderen
|
|
|
/s/ Mark Kalvoda
|
|
|
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
|