|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
No. 45-0357838
(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.
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
new and used equipment sales;
|
•
|
parts sales;
|
•
|
equipment repair and maintenance services; and
|
•
|
equipment rental and other activities.
|
•
|
our ability to staff a large number of highly-trained service technicians across our network of stores, which makes it possible to schedule repair services on short notice without affecting our technician utilization rates;
|
•
|
our ability to staff and leverage product and application specialists across our network of stores, which makes it possible to offer valuable pre-sale and aftermarket services, including equipment training, best practices education and precision farming technology support; and
|
•
|
our ability to innovate and lead our industry through initiatives such as precision farming and farm data management products and services, which provide our customers with the latest advances in technology and operating practices.
|
•
|
employing significant marketing and advertising programs, including targeted direct mailings, internet based marketing, advertising with targeted local media outlets, participation in and sponsorship of trade shows and industry events, our Titan Trader monthly magazine, and by hosting open houses, service clinics, equipment demonstrations, product showcases and customer appreciation outings;
|
•
|
supporting and providing customers with training on evolving technologies, such as precision farming and farm data management, which are difficult for small dealers to support;
|
•
|
maintaining state-of-the-art service facilities, mobile service trucks and trained service technicians to maximize our customers' equipment uptime through preventative maintenance programs and seasonal 24/7 service support; and
|
•
|
centrally managing our inventory to optimize the availability of equipment and parts for our customers.
|
•
|
our sales employees, who operate out of our network of local stores and call on customers in the markets surrounding each store;
|
•
|
our area product support managers, and our store parts managers and service managers, who provide our customers with comprehensive after-market support;
|
•
|
our website;
|
•
|
local and regional advertising efforts, including broadcast, cable, print and web-based media; and
|
•
|
alternative channels, such as auctions, for selling our aged equipment inventories.
|
•
|
Floorplan payable financing for the purchase of a substantial portion of our equipment inventory;
|
•
|
Retail financing used by many of our customers to purchase CNH Industrial equipment from us;
|
•
|
Reimbursement for warranty work performed by us pursuant to CNH’s product warranties;
|
•
|
Incentive programs and discount programs offered from time to time that enable us to price our products more competitively; and
|
•
|
Promotional and marketing activities on national, regional and local levels.
|
•
|
difficulties in implementing our business model in foreign markets;
|
•
|
costs and diversion of domestic management attention related to oversight of international operations;
|
•
|
unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining import licenses;
|
•
|
cyclicality of demand in European Union member states for agricultural equipment, based on availability of European Union government subsidy programs and tax incentives;
|
•
|
unexpected adverse changes in foreign laws or regulatory requirements;
|
•
|
compliance with a variety of tax regulations, foreign laws and regulations;
|
•
|
compliance with the Foreign Corrupt Practices Act and other U.S. laws that apply to the international operations of U.S. companies which may be difficult and costly to implement and monitor, can create competitive disadvantages if our competitors are not subject to such laws, and which, if violated, may result in substantial financial and reputational harm;
|
•
|
fluctuations in foreign currency exchange rates to which we are exposed may adversely affect the results of our operations, the value of our foreign assets and liabilities and our cash flows;
|
•
|
the laws of the European countries in which we operate, unlike U.S. states, do not include specific dealer protection laws and, therefore, we may be more susceptible to actions of suppliers that are adverse to our interests such as termination of our dealer agreements for any reason or installing additional dealers in our designated territories; and
|
•
|
geo-political or economic instability.
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
|
•
|
limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes.
|
•
|
incur more debt;
|
•
|
make investments;
|
•
|
create liens;
|
•
|
merge, consolidate, or make certain acquisitions;
|
•
|
transfer and sell assets;
|
•
|
pay dividends or repurchase stock; and
|
•
|
issue equity instruments.
|
•
|
market prices for like equipment;
|
•
|
hours and condition of the equipment;
|
•
|
time of year that the equipment is sold;
|
•
|
the supply of used equipment in the market; and
|
•
|
general economic conditions.
|
|
Agriculture Segment
|
|
Construction Segment
|
|
International Segment
|
|
Total
|
||||
US States
|
|
|
|
|
|
|
|
||||
North Dakota
|
10
|
|
|
5
|
|
|
—
|
|
|
15
|
|
Minnesota
|
10
|
|
|
3
|
|
|
—
|
|
|
13
|
|
Iowa
|
10
|
|
|
3
|
|
|
—
|
|
|
13
|
|
Nebraska
|
11
|
|
|
2
|
|
|
—
|
|
|
13
|
|
South Dakota
|
8
|
|
|
2
|
|
|
—
|
|
|
10
|
|
Colorado
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Montana
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Arizona
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Wisconsin
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Wyoming
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
European Countries
|
|
|
|
|
|
|
|
||||
Bulgaria
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
Germany
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
Romania
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
Ukraine
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
Serbia
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Total
|
49
|
|
|
25
|
|
|
33
|
|
|
107
|
|
Name
|
|
Age
|
|
Position
|
David Meyer
|
|
66
|
|
Board Chair and Chief Executive Officer
|
Mark Kalvoda
|
|
48
|
|
Chief Financial Officer and Treasurer
|
Bryan Knutson
|
|
41
|
|
Chief Operating Officer
|
|
January 31,
|
||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||||
Titan Machinery Inc.
|
$
|
100.00
|
|
|
$
|
60.08
|
|
|
$
|
97.74
|
|
|
$
|
152.09
|
|
|
$
|
132.63
|
|
|
$
|
86.41
|
|
Russell 2000 Index
|
100.00
|
|
|
88.84
|
|
|
116.86
|
|
|
135.15
|
|
|
129.01
|
|
|
138.71
|
|
||||||
S&P 500 Retail Index
|
100.00
|
|
|
115.56
|
|
|
135.00
|
|
|
194.19
|
|
|
203.54
|
|
|
243.26
|
|
|
Year Ended January 31,
|
|||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|||||
Store Count Data
|
|
|
|
|
|
|
|
|
|
|||||
Net change in store count during fiscal year
|
3
|
|
|
7
|
|
|
(12
|
)
|
|
1
|
|
|
(4
|
)
|
Store count at end of fiscal year
|
107
|
|
|
104
|
|
|
97
|
|
|
109
|
|
|
108
|
|
|
Year Ended January 31,
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Equipment
|
$
|
917,202
|
|
|
$
|
909,178
|
|
|
$
|
844,768
|
|
|
$
|
838,037
|
|
|
$
|
972,496
|
|
Parts
|
234,217
|
|
|
210,796
|
|
|
203,231
|
|
|
214,103
|
|
|
222,982
|
|
|||||
Service
|
99,165
|
|
|
86,840
|
|
|
88,794
|
|
|
94,408
|
|
|
94,216
|
|
|||||
Rental and other
|
54,587
|
|
|
54,691
|
|
|
55,813
|
|
|
55,149
|
|
|
66,098
|
|
|||||
Total Revenue
|
1,305,171
|
|
|
1,261,505
|
|
|
1,192,606
|
|
|
1,201,697
|
|
|
1,355,792
|
|
|||||
Cost of Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Equipment
|
818,707
|
|
|
812,467
|
|
|
764,649
|
|
|
769,924
|
|
|
917,779
|
|
|||||
Parts
|
165,190
|
|
|
149,615
|
|
|
143,729
|
|
|
149,212
|
|
|
156,563
|
|
|||||
Service
|
33,446
|
|
|
29,036
|
|
|
30,679
|
|
|
31,490
|
|
|
30,121
|
|
|||||
Rental and other
|
37,010
|
|
|
38,799
|
|
|
38,249
|
|
|
37,342
|
|
|
45,415
|
|
|||||
Total Cost of Revenue
|
1,054,353
|
|
|
1,029,917
|
|
|
977,306
|
|
|
987,968
|
|
|
1,149,878
|
|
|||||
Gross Profit
|
250,818
|
|
|
231,588
|
|
|
215,300
|
|
|
213,729
|
|
|
205,914
|
|
|||||
Operating Expenses
|
225,722
|
|
|
201,537
|
|
|
203,203
|
|
|
211,372
|
|
|
220,524
|
|
|||||
Impairment and Restructuring Costs
|
3,764
|
|
|
2,570
|
|
|
11,172
|
|
|
4,729
|
|
|
8,500
|
|
|||||
Income (Loss) from Operations
|
21,332
|
|
|
27,481
|
|
|
925
|
|
|
(2,372
|
)
|
|
(23,110
|
)
|
|||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income and other income (expense)
|
3,126
|
|
|
2,547
|
|
|
1,635
|
|
|
1,524
|
|
|
(478
|
)
|
|||||
Interest expense
|
(9,806
|
)
|
|
(13,874
|
)
|
|
(16,999
|
)
|
|
(21,865
|
)
|
|
(32,623
|
)
|
|||||
Income (Loss) Before Income Taxes
|
14,652
|
|
|
16,154
|
|
|
(14,439
|
)
|
|
(22,713
|
)
|
|
(56,211
|
)
|
|||||
Provision for (Benefit from) Income Taxes
|
699
|
|
|
3,972
|
|
|
(7,390
|
)
|
|
(8,178
|
)
|
|
(17,982
|
)
|
|||||
Net Income (Loss) Including Noncontrolling Interest
|
13,953
|
|
|
12,182
|
|
|
(7,049
|
)
|
|
(14,535
|
)
|
|
(38,229
|
)
|
|||||
Less: Loss Attributable to Noncontrolling Interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(356
|
)
|
|
(337
|
)
|
|||||
Net Income (Loss) Attributable to Titan Machinery Inc.
|
$
|
13,953
|
|
|
$
|
12,182
|
|
|
$
|
(7,049
|
)
|
|
$
|
(14,179
|
)
|
|
$
|
(37,892
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (Loss) per Share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.63
|
|
|
$
|
0.55
|
|
|
$
|
(0.32
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(1.76
|
)
|
Diluted
|
$
|
0.63
|
|
|
$
|
0.55
|
|
|
$
|
(0.32
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(1.76
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
21,946
|
|
|
21,809
|
|
|
21,543
|
|
|
21,294
|
|
|
21,111
|
|
|||||
Diluted
|
21,953
|
|
|
21,816
|
|
|
21,543
|
|
|
21,294
|
|
|
21,111
|
|
•
|
new and used equipment sales;
|
•
|
parts sales;
|
•
|
equipment repair and maintenance services; and
|
•
|
equipment rental and other activities.
|
•
|
CNH Industrial’s product offerings, reputation and market share;
|
•
|
CNH Industrial’s product prices and incentive and discount programs;
|
•
|
CNH Industrial's supply of inventory;
|
•
|
CNH Industrial's offering of floorplan payable financing for the purchase of a substantial portion of our inventory; and
|
•
|
CNH Industrial's offering of financing and leasing used by our customers to purchase CNH Industrial equipment from us.
|
•
|
Equipment: We derive equipment revenue from the sale of new and used agricultural and construction equipment.
|
•
|
Parts: We derive parts revenue from the sale of parts for brands of equipment that we sell, other makes of equipment, and other types of equipment and related components. Our parts sales provide us with a relatively stable revenue stream that is less sensitive to the economic cycles that affect our equipment sales.
|
•
|
Service: We derive service revenue from repair and maintenance services to our customers' equipment. Our repair and maintenance services provide a high-margin, relatively stable source of revenue through changing economic cycles.
|
•
|
Rental and other: We derive other revenue from equipment rentals and ancillary equipment support activities such as equipment transportation, GPS signal subscriptions and reselling financial and insurance products.
|
•
|
Equipment: Cost of equipment revenue is the lower of the acquired cost or the market value of the specific piece of equipment sold.
|
•
|
Parts: Cost of parts revenue is the lower of the acquired cost or the market value of the parts sold, based on average costing.
|
•
|
Service: Cost of service revenue represents costs attributable to services provided for the maintenance and repair of customer-owned equipment and equipment then on-rent by customers.
|
•
|
Rental and other: Costs of other revenue represent costs associated with equipment rental, such as depreciation, maintenance and repairs, as well as costs associated providing transportation, hauling, parts freight, GPS subscriptions and damage waivers, including, among other items, drivers' wages, fuel costs, shipping costs and our costs related to damage waiver policies.
|
|
Year Ended January 31,
|
||||
|
2020
|
|
2019
|
||
Revenue
|
|
|
|
||
Equipment
|
70.3
|
%
|
|
72.1
|
%
|
Parts
|
17.9
|
%
|
|
16.7
|
%
|
Service
|
7.6
|
%
|
|
6.9
|
%
|
Rental and other
|
4.2
|
%
|
|
4.3
|
%
|
Total Revenue
|
100.0
|
%
|
|
100.0
|
%
|
Total Cost of Revenue
|
80.8
|
%
|
|
81.6
|
%
|
Gross Profit Margin
|
19.2
|
%
|
|
18.4
|
%
|
Operating Expenses
|
17.3
|
%
|
|
16.0
|
%
|
Impairment of Intangible and Long-Lived Assets
|
0.3
|
%
|
|
0.2
|
%
|
Income from Operations
|
1.6
|
%
|
|
2.2
|
%
|
Other Income (Expense)
|
(0.5
|
)%
|
|
(0.9
|
)%
|
Income Before Income Taxes
|
1.1
|
%
|
|
1.3
|
%
|
Provision for Income Taxes
|
0.1
|
%
|
|
0.3
|
%
|
Net Income
|
1.1
|
%
|
|
1.0
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2020
|
|
2019
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Equipment
|
$
|
917,202
|
|
|
$
|
909,178
|
|
|
$
|
8,024
|
|
|
0.9
|
%
|
Parts
|
234,217
|
|
|
210,796
|
|
|
23,421
|
|
|
11.1
|
%
|
|||
Service
|
99,165
|
|
|
86,840
|
|
|
12,325
|
|
|
14.2
|
%
|
|||
Rental and other
|
54,587
|
|
|
54,691
|
|
|
(104
|
)
|
|
(0.2
|
)%
|
|||
Total Revenue
|
$
|
1,305,171
|
|
|
$
|
1,261,505
|
|
|
$
|
43,666
|
|
|
3.5
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2020
|
|
2019
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Gross Profit
|
|
|
|
|
|
|
|
|||||||
Equipment
|
$
|
98,495
|
|
|
$
|
96,711
|
|
|
$
|
1,784
|
|
|
1.8
|
%
|
Parts
|
69,027
|
|
|
61,181
|
|
|
7,846
|
|
|
12.8
|
%
|
|||
Service
|
65,719
|
|
|
57,804
|
|
|
7,915
|
|
|
13.7
|
%
|
|||
Rental and other
|
17,577
|
|
|
15,892
|
|
|
1,685
|
|
|
10.6
|
%
|
|||
Total Gross Profit
|
$
|
250,818
|
|
|
$
|
231,588
|
|
|
$
|
19,230
|
|
|
8.3
|
%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|||||||
Equipment
|
10.7
|
%
|
|
10.6
|
%
|
|
0.1
|
%
|
|
0.9
|
%
|
|||
Parts
|
29.5
|
%
|
|
29.0
|
%
|
|
0.5
|
%
|
|
1.7
|
%
|
|||
Service
|
66.3
|
%
|
|
66.6
|
%
|
|
(0.3
|
)%
|
|
(0.5
|
)%
|
|||
Rental and other
|
32.2
|
%
|
|
29.1
|
%
|
|
3.1
|
%
|
|
10.7
|
%
|
|||
Total Gross Profit Margin
|
19.2
|
%
|
|
18.4
|
%
|
|
0.8
|
%
|
|
4.3
|
%
|
|||
Gross Profit Mix
|
|
|
|
|
|
|
|
|||||||
Equipment
|
39.3
|
%
|
|
41.8
|
%
|
|
(2.5
|
)%
|
|
(6.0
|
)%
|
|||
Parts
|
27.5
|
%
|
|
26.4
|
%
|
|
1.1
|
%
|
|
4.2
|
%
|
|||
Service
|
26.2
|
%
|
|
25.0
|
%
|
|
1.2
|
%
|
|
4.8
|
%
|
|||
Rental and other
|
7.0
|
%
|
|
6.8
|
%
|
|
0.2
|
%
|
|
2.9
|
%
|
|||
Total Gross Profit Mix
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2020
|
|
2019
|
|
Increase
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Operating Expenses
|
$
|
225,722
|
|
|
$
|
201,537
|
|
|
$
|
24,185
|
|
|
12.0
|
%
|
Operating Expenses as a Percentage of Revenue
|
17.3
|
%
|
|
16.0
|
%
|
|
1.3
|
%
|
|
8.1
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2020
|
|
2019
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Impairment of Long-Lived Assets
|
$
|
3,764
|
|
|
$
|
2,156
|
|
|
$
|
1,608
|
|
|
75.0
|
%
|
Restructuring Costs
|
—
|
|
|
414
|
|
|
(414
|
)
|
|
n/m
|
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2020
|
|
2019
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Interest income and other income (expense)
|
$
|
3,126
|
|
|
$
|
2,548
|
|
|
$
|
578
|
|
|
22.7
|
%
|
Floorplan interest expense
|
(5,354
|
)
|
|
(6,114
|
)
|
|
(760
|
)
|
|
12.4
|
%
|
|||
Other interest expense
|
(4,452
|
)
|
|
(7,761
|
)
|
|
(3,309
|
)
|
|
42.6
|
%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2020
|
|
2019
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Provision for Income Taxes
|
$
|
699
|
|
|
$
|
3,972
|
|
|
$
|
(3,273
|
)
|
|
82.4
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2020
|
|
2019
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
749,042
|
|
|
$
|
726,793
|
|
|
$
|
22,249
|
|
|
3.1
|
%
|
Construction
|
320,034
|
|
|
301,989
|
|
|
18,044
|
|
|
6.0
|
%
|
|||
International
|
236,095
|
|
|
232,723
|
|
|
3,371
|
|
|
1.4
|
%
|
|||
Total
|
$
|
1,305,171
|
|
|
$
|
1,261,505
|
|
|
$
|
43,664
|
|
|
3.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
18,036
|
|
|
$
|
16,799
|
|
|
$
|
1,237
|
|
|
7.4
|
%
|
Construction
|
(2,290
|
)
|
|
(4,400
|
)
|
|
2,110
|
|
|
48.0
|
%
|
|||
International
|
504
|
|
|
5,160
|
|
|
(4,656
|
)
|
|
(90.2
|
)%
|
|||
Segment income before income taxes
|
16,250
|
|
|
17,559
|
|
|
(1,309
|
)
|
|
(7.5
|
)%
|
|||
Shared Resources
|
(1,598
|
)
|
|
(1,405
|
)
|
|
(192
|
)
|
|
(13.7
|
)%
|
|||
Total
|
$
|
14,652
|
|
|
$
|
16,154
|
|
|
$
|
(1,501
|
)
|
|
(9.3
|
)%
|
|
Year Ended January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(dollars in thousands, except per share data)
|
||||||
Adjusted Net Income
|
|
|
|
||||
Net Income
|
$
|
13,953
|
|
|
$
|
12,182
|
|
Adjustments
|
|
|
|
||||
ERP transition costs
|
7,175
|
|
|
—
|
|
||
Loss on repurchase of senior convertible notes
|
—
|
|
|
615
|
|
||
Restructuring & impairment charges
|
3,764
|
|
|
2,570
|
|
||
Total Pre-Tax Adjustments
|
10,939
|
|
|
3,185
|
|
||
Less: Tax Effect of Adjustments (1)
|
2,571
|
|
|
636
|
|
||
Less: Income Tax Valuation Allowance (2)
|
4,611
|
|
|
—
|
|
||
Total Adjustments
|
3,757
|
|
|
2,549
|
|
||
Adjusted Net Income
|
$
|
17,710
|
|
|
$
|
14,731
|
|
|
|
|
|
||||
|
Year Ended January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(dollars in thousands, except per share data)
|
||||||
Adjusted Diluted EPS
|
|
|
|
||||
Diluted EPS
|
$
|
0.63
|
|
|
$
|
0.55
|
|
Adjustments (3)
|
|
|
|
||||
ERP transition costs
|
0.32
|
|
|
—
|
|
||
Loss on repurchase of senior convertible notes
|
—
|
|
|
0.03
|
|
||
Restructuring & impairment charges
|
0.17
|
|
|
0.12
|
|
||
Total Pre-Tax Adjustments
|
0.49
|
|
|
0.15
|
|
||
Less: Tax Effect of Adjustments (1)
|
0.12
|
|
|
0.03
|
|
||
Less: Income Tax Valuation Allowance (2)
|
0.21
|
|
|
—
|
|
||
Total Adjustments
|
0.16
|
|
|
0.12
|
|
||
Adjusted Diluted EPS
|
$
|
0.79
|
|
|
$
|
0.67
|
|
|
|
|
|
||||
Adjusted EBITDA
|
|
|
|
||||
Net Income
|
$
|
13,953
|
|
|
$
|
12,182
|
|
Adjustments
|
|
|
|
||||
Interest expense, net of interest income
|
4,121
|
|
|
6,818
|
|
||
Provision for income taxes
|
699
|
|
|
3,972
|
|
||
Depreciation and amortization
|
28,067
|
|
|
23,605
|
|
||
EBITDA
|
46,840
|
|
|
46,577
|
|
||
Adjustments
|
|
|
|
||||
ERP transition costs (excluding depreciation)
|
2,497
|
|
|
—
|
|
||
Loss on repurchase of senior convertible notes
|
—
|
|
|
615
|
|
||
Restructuring & impairment charges
|
3,764
|
|
|
2,570
|
|
||
Total Adjustments
|
6,261
|
|
|
3,185
|
|
||
Adjusted EBITDA
|
$
|
53,101
|
|
|
$
|
49,762
|
|
(1)
|
The tax effect of adjustments for all U.S. related items was determined using the federal and state statutory tax rates applicable to the respective period with an impact for state taxes given our valuation allowances against deferred tax assets. The federal statutory tax rate for the fiscal years ended January 31, 2020 and 2019 was 23.5% and 21.0%, respectively.
|
(2)
|
Amounts reflect the tax benefit recognized from the release of the valuation allowance on our U.S. deferred tax assets.
|
(3)
|
Adjustments are net of the impact of amounts allocated to participating securities where applicable.
|
|
Net Cash Provided by (Used for) Operating Activities
|
Net Cash Provided by (Used for) Financing Activities
|
|||||||||||||
|
Year Ended January 31,
|
Year Ended January 31,
|
|||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(in thousands)
|
(in thousands)
|
|||||||||||||
Cash Flow, As Reported
|
$
|
955
|
|
|
$
|
46,605
|
|
|
$
|
22,869
|
|
|
$
|
(16,727
|
)
|
Adjustment for Non-Manufacturer Floorplan Net Payments
|
50,158
|
|
|
16,818
|
|
|
(50,158
|
)
|
|
(16,818
|
)
|
||||
Adjustment for Constant Equity in Equipment Inventory
|
(33,359
|
)
|
|
(16,030
|
)
|
|
—
|
|
|
—
|
|
||||
Adjusted Cash Flow
|
$
|
17,754
|
|
|
$
|
47,393
|
|
|
$
|
(27,289
|
)
|
|
$
|
(33,545
|
)
|
|
|
|
|
Payments Due By Period
|
||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than
1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More Than
5 Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Long-term debt obligations (1)
|
|
$
|
74,798
|
|
|
$
|
18,466
|
|
|
$
|
15,330
|
|
|
$
|
15,522
|
|
|
$
|
25,480
|
|
Operating lease (2)
|
|
126,998
|
|
|
18,714
|
|
|
32,578
|
|
|
28,530
|
|
|
47,176
|
|
|||||
Purchase obligations (3)
|
|
18,207
|
|
|
4,850
|
|
|
7,232
|
|
|
6,125
|
|
|
—
|
|
|||||
Total
|
|
$
|
220,003
|
|
|
$
|
42,030
|
|
|
$
|
55,140
|
|
|
$
|
50,177
|
|
|
$
|
72,656
|
|
(1)
|
Includes obligations under our capital lease and financing obligations, long-term debt obligations and estimates of interest payable under all such obligations.
|
(2)
|
Includes minimum lease payment obligations under operating leases. Amounts do not include insurance or real estate taxes, which we include in our operating expenses and which we estimate will be approximately $2.3 million for the less than 1 year period, $4.3 million for the 1 to 3 year period, $3.9 million for the 3 to 5 year period, and $6.7 million for the more than 5 years period for a total of approximately $17.2 million. See Note 16 to our consolidated financial statements for a description of our operating lease obligations.
|
(3)
|
Primarily represents contracts related to information technology systems.
|
•
|
our beliefs and intentions with respect to our growth strategies, including growth through strategic acquisitions, the types of acquisition targets we intend to pursue, the availability of suitable acquisition targets, the industry climate for dealer consolidation, and our ability to implement our growth strategies;
|
•
|
our beliefs with respect to factors that will affect demand and seasonality of purchasing in the agricultural and construction industries;
|
•
|
our beliefs with respect to our primary supplier (CNH Industrial) of equipment and parts inventory;
|
•
|
our beliefs with respect to the equipment market, our competitors and our competitive advantages;
|
•
|
our beliefs with respect to the impact of U.S federal government policies on the agriculture economy;
|
•
|
our beliefs with respect to the impact of commodity prices for the fossil fuels and other commodities on our operating results;
|
•
|
our beliefs with respect to the impact of government regulations;
|
•
|
our beliefs with respect to our business strengths and the diversity of our customer base;
|
•
|
our plans and beliefs with respect to real property used in our business;
|
•
|
our plans and beliefs regarding future sales, sales mix, and marketing activities;
|
•
|
our beliefs and assumptions regarding the payment of dividends;
|
•
|
our beliefs and assumptions regarding valuation reserves, equipment inventory balances, fixed operating expenses, and absorption rate;
|
•
|
our beliefs and expectations regarding the effects of the political climate and economy in Ukraine;
|
•
|
our beliefs and assumptions with respect to our rental equipment operations;
|
•
|
our beliefs with respect to our employee relations;
|
•
|
our assumptions, beliefs and expectations with respect to past and future market conditions, including interest rates, and public infrastructure spending, new environmental standards, and the impact these conditions will have on our operating results;
|
•
|
our beliefs with respect to the impact of our credit agreements, including future interest expense, limits on corporate transactions, financial covenant compliance, and ability to negotiate amendments or waivers, if needed;
|
•
|
our beliefs with respect to the impact of increase or decrease in applicable foreign exchange rates;
|
•
|
our plans and assumptions for future capital expenditures;
|
•
|
our cash needs, sources of liquidity, and the adequacy of our working capital; and
|
•
|
our expectations regarding the impact of inflation.
|
•
|
incorrect assumptions regarding our cash needs and the amount of inventory we need on hand;
|
•
|
general economic conditions and construction activity in the markets where we operate;
|
•
|
our dependence of CNH Industrial and our relationships with other equipment suppliers;
|
•
|
our level of indebtedness and ability to comply with the terms of agreements governing our indebtedness;
|
•
|
the risks associated with the expansion of our business;
|
•
|
the risks resulting from outbreaks or other public health crises, including COVID-19;
|
•
|
the potential inability to integrate any businesses we acquire;
|
•
|
competitive pressures;
|
•
|
significant fluctuations in the price of our common stock
|
•
|
risks related to our dependence on our information technology systems and the impact of potential breaches and other disruptions
|
•
|
compliance with laws and regulations; and
|
•
|
other factors discussed under "Risk Factors" or elsewhere in this Form 10-K.
|
|
Page
|
Titan Machinery Inc.—Financial Statements
|
|
Audited Consolidated Financial Statements
|
|
Report of Independent Registered Public Accounting Firm
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of January 31, 2020 and 2019
|
|
Consolidated Statements of Operations for the fiscal years ended January 31, 2020, 2019 and 2018
|
|
Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended January 31, 2020, 2019 and 2018
|
|
Consolidated Statements of Stockholders' Equity for the fiscal years ended January 31, 2020, 2019 and 2018
|
|
Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2020, 2019 and 2018
|
|
Notes to Consolidated Financial Statements
|
|
January 31, 2020
|
|
January 31, 2019
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash
|
$
|
43,721
|
|
|
$
|
56,745
|
|
Receivables, net of allowance for doubtful accounts
|
72,776
|
|
|
77,500
|
|
||
Inventories
|
597,394
|
|
|
491,091
|
|
||
Prepaid expenses and other
|
13,655
|
|
|
15,556
|
|
||
Total current assets
|
727,546
|
|
|
640,892
|
|
||
Noncurrent Assets
|
|
|
|
||||
Property and equipment, net of accumulated depreciation
|
145,562
|
|
|
138,950
|
|
||
Operating lease assets
|
88,281
|
|
|
—
|
|
||
Deferred income taxes
|
2,147
|
|
|
3,010
|
|
||
Goodwill
|
2,327
|
|
|
1,161
|
|
||
Intangible assets, net of accumulated amortization
|
8,367
|
|
|
7,247
|
|
||
Other
|
1,113
|
|
|
1,178
|
|
||
Total noncurrent assets
|
247,797
|
|
|
151,546
|
|
||
Total Assets
|
$
|
975,343
|
|
|
$
|
792,438
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
16,976
|
|
|
$
|
16,607
|
|
Floorplan payable
|
371,772
|
|
|
273,756
|
|
||
Senior convertible notes
|
—
|
|
|
45,249
|
|
||
Current maturities of long-term debt
|
13,779
|
|
|
2,067
|
|
||
Current maturities of operating leases
|
12,259
|
|
|
—
|
|
||
Deferred revenue
|
40,968
|
|
|
46,409
|
|
||
Accrued expenses and other
|
38,409
|
|
|
36,364
|
|
||
Total current liabilities
|
494,163
|
|
|
420,452
|
|
||
Long-Term Liabilities
|
|
|
|
||||
Long-term debt, less current maturities
|
37,789
|
|
|
20,676
|
|
||
Operating lease liabilities
|
88,387
|
|
|
—
|
|
||
Deferred income taxes
|
2,055
|
|
|
4,955
|
|
||
Other long-term liabilities
|
7,845
|
|
|
11,044
|
|
||
Total long-term liabilities
|
136,076
|
|
|
36,675
|
|
||
Commitments and Contingencies (Notes 14 and 15)
|
|
|
|
||||
Stockholders' Equity
|
|
|
|
||||
Common stock, par value $0.00001 per share, 45,000 shares authorized; 22,335 shares issued and outstanding at January 31, 2020; 22,218 shares issued and outstanding at January 31, 2019
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
250,607
|
|
|
248,423
|
|
||
Retained earnings
|
97,717
|
|
|
89,228
|
|
||
Accumulated other comprehensive loss
|
(3,220
|
)
|
|
(2,340
|
)
|
||
Total stockholders' equity
|
345,104
|
|
|
335,311
|
|
||
Total Liabilities and Stockholders' Equity
|
$
|
975,343
|
|
|
$
|
792,438
|
|
|
2020
|
|
2019
|
|
2018
|
||||||
Revenue
|
|
|
|
|
|
||||||
Equipment
|
$
|
917,202
|
|
|
$
|
909,178
|
|
|
$
|
844,768
|
|
Parts
|
234,217
|
|
|
210,796
|
|
|
203,231
|
|
|||
Service
|
99,165
|
|
|
86,840
|
|
|
88,794
|
|
|||
Rental and other
|
54,587
|
|
|
54,691
|
|
|
55,813
|
|
|||
Total Revenue
|
1,305,171
|
|
|
1,261,505
|
|
|
1,192,606
|
|
|||
Cost of Revenue
|
|
|
|
|
|
||||||
Equipment
|
818,707
|
|
|
812,467
|
|
|
764,649
|
|
|||
Parts
|
165,190
|
|
|
149,615
|
|
|
143,729
|
|
|||
Service
|
33,446
|
|
|
29,036
|
|
|
30,679
|
|
|||
Rental and other
|
37,010
|
|
|
38,799
|
|
|
38,249
|
|
|||
Total Cost of Revenue
|
1,054,353
|
|
|
1,029,917
|
|
|
977,306
|
|
|||
Gross Profit
|
250,818
|
|
|
231,588
|
|
|
215,300
|
|
|||
Operating Expenses
|
225,722
|
|
|
201,537
|
|
|
203,203
|
|
|||
Impairment of Long-Lived Assets
|
3,764
|
|
|
2,156
|
|
|
673
|
|
|||
Restructuring Costs
|
—
|
|
|
414
|
|
|
10,499
|
|
|||
Income from Operations
|
21,332
|
|
|
27,481
|
|
|
925
|
|
|||
Other Income (Expense)
|
|
|
|
|
|
||||||
Interest income and other income (expense)
|
3,126
|
|
|
2,547
|
|
|
1,635
|
|
|||
Floorplan interest expense
|
(5,354
|
)
|
|
(6,114
|
)
|
|
(8,152
|
)
|
|||
Other interest expense
|
(4,452
|
)
|
|
(7,760
|
)
|
|
(8,847
|
)
|
|||
Income (Loss) Before Income Taxes
|
14,652
|
|
|
16,154
|
|
|
(14,439
|
)
|
|||
Provision for (Benefit from) Income Taxes
|
699
|
|
|
3,972
|
|
|
(7,390
|
)
|
|||
Net Income (Loss)
|
$
|
13,953
|
|
|
$
|
12,182
|
|
|
$
|
(7,049
|
)
|
|
|
|
|
|
|
||||||
Earnings (Loss) per Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.63
|
|
|
$
|
0.55
|
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
0.63
|
|
|
$
|
0.55
|
|
|
$
|
(0.32
|
)
|
|
|
|
|
|
|
||||||
Weighted Average Common Shares:
|
|
|
|
|
|
||||||
Basic
|
21,946
|
|
|
21,809
|
|
|
21,543
|
|
|||
Diluted
|
21,953
|
|
|
21,816
|
|
|
21,543
|
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net Income (Loss)
|
$
|
13,953
|
|
|
$
|
12,182
|
|
|
$
|
(7,049
|
)
|
Other Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(880
|
)
|
|
(640
|
)
|
|
2,399
|
|
|||
Cash flow hedging instruments, net of tax
|
—
|
|
|
—
|
|
|
684
|
|
|||
Total Other Comprehensive Income (Loss)
|
(880
|
)
|
|
(640
|
)
|
|
3,083
|
|
|||
Comprehensive Income (Loss)
|
$
|
13,073
|
|
|
$
|
11,542
|
|
|
$
|
(3,966
|
)
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
|||||||||||||
|
Shares Outstanding
|
|
Amount
|
|
|
|
|
|||||||||||||||
BALANCE, JANUARY 31, 2017
|
21,836
|
|
|
$
|
—
|
|
|
$
|
240,615
|
|
|
$
|
85,347
|
|
|
$
|
(4,783
|
)
|
|
$
|
321,179
|
|
ASU 2016-19 cumulative effect adjustment
|
—
|
|
|
—
|
|
|
2,087
|
|
|
(1,252
|
)
|
|
—
|
|
|
835
|
|
|||||
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
|
266
|
|
|
—
|
|
|
989
|
|
|
—
|
|
|
—
|
|
|
989
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
3,441
|
|
|
—
|
|
|
—
|
|
|
3,441
|
|
|||||
Repurchase of senior convertible notes
|
—
|
|
|
—
|
|
|
(623
|
)
|
|
—
|
|
|
—
|
|
|
(623
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,049
|
)
|
|
—
|
|
|
(7,049
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,083
|
|
|
3,083
|
|
|||||
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
|
116
|
|
|
—
|
|
|
(621
|
)
|
|
—
|
|
|
—
|
|
|
(621
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,535
|
|
|
—
|
|
|
—
|
|
|
2,535
|
|
|||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
12,182
|
|
|
—
|
|
|
12,182
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(640
|
)
|
|
(640
|
)
|
|||||
BALANCE, JANUARY 31, 2019
|
22,218
|
|
|
—
|
|
|
248,423
|
|
|
89,228
|
|
|
(2,340
|
)
|
|
335,311
|
|
|||||
ASU 2016-02 cumulative effect adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
117
|
|
|
—
|
|
|
(509
|
)
|
|
—
|
|
|
—
|
|
|
(509
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,693
|
|
|
—
|
|
|
—
|
|
|
2,693
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
13,953
|
|
|
—
|
|
|
13,953
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(880
|
)
|
|
(880
|
)
|
|||||
BALANCE, JANUARY 31, 2020
|
22,335
|
|
|
$
|
—
|
|
|
$
|
250,607
|
|
|
$
|
97,717
|
|
|
$
|
(3,220
|
)
|
|
$
|
345,104
|
|
|
2020
|
|
2019
|
|
2018
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
13,953
|
|
|
$
|
12,182
|
|
|
$
|
(7,049
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
28,067
|
|
|
23,605
|
|
|
25,105
|
|
|||
Impairment
|
3,764
|
|
|
2,156
|
|
|
673
|
|
|||
Deferred income taxes
|
(1,663
|
)
|
|
2,511
|
|
|
(8,920
|
)
|
|||
Stock-based compensation expense
|
2,693
|
|
|
2,535
|
|
|
3,441
|
|
|||
Noncash interest expense
|
408
|
|
|
2,432
|
|
|
3,651
|
|
|||
Noncash lease expense
|
12,234
|
|
|
—
|
|
|
—
|
|
|||
Loss (gain) on repurchase of senior convertible notes
|
—
|
|
|
615
|
|
|
(22
|
)
|
|||
Other, net
|
(388
|
)
|
|
995
|
|
|
(2,406
|
)
|
|||
Changes in assets and liabilities
|
|
|
|
|
|
||||||
Receivables, prepaid expenses and other assets
|
6,217
|
|
|
(13,475
|
)
|
|
(1,002
|
)
|
|||
Inventories
|
(99,469
|
)
|
|
4,996
|
|
|
20,338
|
|
|||
Manufacturer floorplan payable
|
49,601
|
|
|
(2,635
|
)
|
|
46,141
|
|
|||
Accounts payable, deferred revenue, accrued expenses and other and other long-term liabilities
|
(1,890
|
)
|
|
10,688
|
|
|
15,862
|
|
|||
Operating lease liability
|
(12,572
|
)
|
|
—
|
|
|
—
|
|
|||
Net Cash Provided by Operating Activities
|
955
|
|
|
46,605
|
|
|
95,812
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Rental fleet purchases
|
(14,302
|
)
|
|
(5,665
|
)
|
|
(12,578
|
)
|
|||
Property and equipment purchases (excluding rental fleet)
|
(10,714
|
)
|
|
(6,286
|
)
|
|
(13,537
|
)
|
|||
Proceeds from sale of property and equipment
|
2,415
|
|
|
1,549
|
|
|
5,030
|
|
|||
Acquisition consideration, net of cash acquired
|
(13,887
|
)
|
|
(15,299
|
)
|
|
(3,652
|
)
|
|||
Other, net
|
19
|
|
|
(131
|
)
|
|
148
|
|
|||
Net Cash Used for Investing Activities
|
(36,469
|
)
|
|
(25,832
|
)
|
|
(24,589
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net change in non-manufacturer floorplan payable
|
50,158
|
|
|
16,818
|
|
|
(38,626
|
)
|
|||
Principal payments on senior convertible notes
|
(45,644
|
)
|
|
(20,025
|
)
|
|
(29,093
|
)
|
|||
Proceeds from long-term debt borrowings
|
23,354
|
|
|
3,252
|
|
|
33,001
|
|
|||
Principal payments on long-term debt
|
(4,490
|
)
|
|
(16,116
|
)
|
|
(36,786
|
)
|
|||
Other, net
|
(509
|
)
|
|
(656
|
)
|
|
38
|
|
|||
Net Cash Provided by (Used for) Financing Activities
|
22,869
|
|
|
(16,727
|
)
|
|
(71,466
|
)
|
|||
Effect of Exchange Rate Changes on Cash
|
(379
|
)
|
|
(697
|
)
|
|
488
|
|
|||
Net Change in Cash
|
(13,024
|
)
|
|
3,349
|
|
|
245
|
|
|||
Cash at Beginning of Period
|
56,745
|
|
|
53,396
|
|
|
53,151
|
|
|||
Cash at End of Period
|
$
|
43,721
|
|
|
$
|
56,745
|
|
|
$
|
53,396
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid (received) during the period
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
$
|
3,656
|
|
|
$
|
3,681
|
|
|
$
|
(5,555
|
)
|
Interest
|
$
|
9,687
|
|
|
$
|
11,064
|
|
|
$
|
13,634
|
|
Supplemental Disclosures of Noncash Investing and Financing Activities
|
|
|
|
|
|
||||||
Net property and equipment financed with long-term debt, capital leases, accounts payable and accrued liabilities
|
$
|
11,039
|
|
|
$
|
5,230
|
|
|
$
|
752
|
|
Business combination assets acquired through direct financing
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
871
|
|
Net transfer of assets from property and equipment to inventories
|
$
|
2,544
|
|
|
$
|
5,263
|
|
|
$
|
3,609
|
|
•
|
CNH Industrial provides floorplan payable financing for the purchase of a substantial portion of the Company's inventory
|
•
|
CNH Industrial provides a significant percentage of the financing and lease financing used by the Company's customers to purchase CNH Industrial equipment from the Company
|
|
As of February 1, 2017
|
||||||||||
|
Balance Sheet Classification
|
||||||||||
|
Additional paid-in capital
|
|
Deferred income tax liability
|
|
Retained earnings
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
|
|
|
Increase (Decrease)
|
|
|
||||||
Impact of cumulative-effect adjustment from adoption of ASU 2016-09
|
$
|
2,087
|
|
|
$
|
(835
|
)
|
|
$
|
(1,252
|
)
|
|
|
As Previously
|
|
Adoption Impact
|
|
As
|
|||||||
|
|
Reported
|
|
of ASC 842
|
|
Adjusted
|
|||||||
|
|
(in thousands)
|
|||||||||||
|
|
|
|
Increase/(Decrease)
|
|
|
|||||||
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
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Numerator
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
13,953
|
|
|
$
|
12,182
|
|
|
$
|
(7,049
|
)
|
Allocation to participating securities
|
(221
|
)
|
|
(202
|
)
|
|
141
|
|
|||
Net income (loss) attributable to Titan Machinery Inc. common stockholders
|
$
|
13,732
|
|
|
$
|
11,980
|
|
|
$
|
(6,908
|
)
|
Denominator
|
|
|
|
|
|
||||||
Basic weighted-average common shares outstanding
|
21,946
|
|
|
21,809
|
|
|
21,543
|
|
|||
Plus: incremental shares from assumed vesting of restricted stock units
|
7
|
|
|
7
|
|
|
—
|
|
|||
Diluted weighted-average common shares outstanding
|
21,953
|
|
|
21,816
|
|
|
21,543
|
|
|||
|
|
|
|
|
|
||||||
Earnings (Loss) per Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.63
|
|
|
$
|
0.55
|
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
0.63
|
|
|
$
|
0.55
|
|
|
$
|
(0.32
|
)
|
|
|
|
|
|
|
||||||
Anti-dilutive shares excluded from diluted weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Stock options and restricted stock units
|
—
|
|
|
—
|
|
|
95
|
|
|||
Shares underlying senior convertible notes (conversion price of $43.17)
|
—
|
|
|
1,057
|
|
|
1,521
|
|
|
Year Ended January 31, 2020
|
||||||||||||||
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Equipment
|
$
|
535,792
|
|
|
$
|
194,675
|
|
|
$
|
186,735
|
|
|
$
|
917,202
|
|
Parts
|
141,093
|
|
|
52,160
|
|
|
40,964
|
|
|
234,217
|
|
||||
Service
|
66,158
|
|
|
26,189
|
|
|
6,818
|
|
|
99,165
|
|
||||
Other
|
2,989
|
|
|
2,895
|
|
|
264
|
|
|
6,148
|
|
||||
Revenue from contracts with customers
|
746,032
|
|
|
275,919
|
|
|
234,781
|
|
|
1,256,732
|
|
||||
Rental
|
3,010
|
|
|
44,115
|
|
|
1,314
|
|
|
48,439
|
|
||||
Total revenues
|
$
|
749,042
|
|
|
$
|
320,034
|
|
|
$
|
236,095
|
|
|
$
|
1,305,171
|
|
|
Year Ended January 31, 2019
|
||||||||||||||
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Equipment
|
$
|
535,034
|
|
|
$
|
185,163
|
|
|
$
|
188,981
|
|
|
$
|
909,178
|
|
Parts
|
127,741
|
|
|
47,404
|
|
|
35,651
|
|
|
210,796
|
|
||||
Service
|
58,823
|
|
|
23,267
|
|
|
4,750
|
|
|
86,840
|
|
||||
Other
|
2,690
|
|
|
3,896
|
|
|
179
|
|
|
6,765
|
|
||||
Revenue from contracts with customers
|
724,288
|
|
|
259,730
|
|
|
229,561
|
|
|
1,213,579
|
|
||||
Rental
|
2,505
|
|
|
42,259
|
|
|
3,162
|
|
|
47,926
|
|
||||
Total revenues
|
$
|
726,793
|
|
|
$
|
301,989
|
|
|
$
|
232,723
|
|
|
$
|
1,261,505
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
Trade and unbilled receivables from contracts with customers
|
|
|
|
||||
Trade receivables due from customers
|
$
|
36,400
|
|
|
$
|
38,827
|
|
Trade receivables due from finance companies
|
12,352
|
|
|
10,265
|
|
||
Unbilled receivables
|
13,944
|
|
|
11,222
|
|
||
Trade and unbilled receivables from rental contracts
|
|
|
|
||||
Trade receivables
|
7,381
|
|
|
6,386
|
|
||
Unbilled receivables
|
861
|
|
|
828
|
|
||
Other receivables
|
|
|
|
||||
Due from manufacturers
|
5,763
|
|
|
12,950
|
|
||
Other
|
1,198
|
|
|
550
|
|
||
Total receivables
|
77,899
|
|
|
81,028
|
|
||
Less allowance for doubtful accounts
|
(5,123
|
)
|
|
(3,528
|
)
|
||
Receivables, net of allowance for doubtful accounts
|
$
|
72,776
|
|
|
$
|
77,500
|
|
|
Year Ended January 31, 2020
|
|
Year Ended January 31, 2019
|
||||
|
(in thousands)
|
||||||
Impairment losses on:
|
|
|
|
||||
Receivables from sales contracts
|
$
|
1,373
|
|
|
$
|
492
|
|
Receivables from rental contracts
|
1,124
|
|
|
343
|
|
||
|
$
|
2,497
|
|
|
$
|
835
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
New equipment
|
$
|
358,339
|
|
|
$
|
258,081
|
|
Used equipment
|
157,535
|
|
|
158,951
|
|
||
Parts and attachments
|
79,813
|
|
|
72,760
|
|
||
Work in process
|
1,707
|
|
|
1,299
|
|
||
|
$
|
597,394
|
|
|
$
|
491,091
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
Rental fleet equipment
|
$
|
104,133
|
|
|
$
|
111,164
|
|
Machinery and equipment
|
22,682
|
|
|
21,646
|
|
||
Vehicles
|
51,850
|
|
|
42,330
|
|
||
Furniture and fixtures
|
41,720
|
|
|
40,645
|
|
||
Land, buildings, and leasehold improvements
|
70,408
|
|
|
63,091
|
|
||
|
290,793
|
|
|
278,876
|
|
||
Less accumulated depreciation
|
(145,231
|
)
|
|
(139,926
|
)
|
||
|
$
|
145,562
|
|
|
$
|
138,950
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Covenants not to compete
|
$
|
100
|
|
|
$
|
(7
|
)
|
|
$
|
93
|
|
|
$
|
200
|
|
|
$
|
(138
|
)
|
|
$
|
62
|
|
Customer relationships
|
345
|
|
|
(83
|
)
|
|
262
|
|
|
112
|
|
|
(19
|
)
|
|
93
|
|
||||||
|
$
|
445
|
|
|
$
|
(90
|
)
|
|
$
|
355
|
|
|
$
|
312
|
|
|
$
|
(157
|
)
|
|
$
|
155
|
|
Fiscal years ending January 31,
|
Amount
|
||
|
(in thousands)
|
||
2021
|
$
|
110
|
|
2022
|
91
|
|
|
2023
|
58
|
|
|
2024
|
58
|
|
|
2025
|
38
|
|
|
Thereafter
|
—
|
|
|
|
$
|
355
|
|
|
January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in thousands)
|
||||||
Segment
|
|
|
|
||||
Agriculture
|
$
|
6,070
|
|
|
$
|
5,050
|
|
Construction
|
72
|
|
|
237
|
|
||
International
|
1,870
|
|
|
1,805
|
|
||
|
$
|
8,012
|
|
|
$
|
7,092
|
|
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance, January 31, 2018
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250
|
|
Arising from business combinations
|
—
|
|
|
—
|
|
|
924
|
|
|
924
|
|
||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||
Balance, January 31, 2019
|
250
|
|
|
—
|
|
|
911
|
|
|
1,161
|
|
||||
Arising from business combinations
|
699
|
|
|
—
|
|
|
499
|
|
|
1,198
|
|
||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(33
|
)
|
||||
Balance, January 31, 2020
|
$
|
949
|
|
|
$
|
—
|
|
|
$
|
1,378
|
|
|
$
|
2,327
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
CNH Industrial
|
$
|
187,690
|
|
|
$
|
120,319
|
|
Wells Fargo Floorplan Payable Line
|
82,700
|
|
|
49,100
|
|
||
DLL Finance
|
30,657
|
|
|
13,432
|
|
||
Other outstanding balances with manufacturers and non-manufacturers
|
70,725
|
|
|
90,905
|
|
||
|
$
|
371,772
|
|
|
$
|
273,756
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
Deferred revenue from contracts with customers
|
$
|
39,512
|
|
|
$
|
44,893
|
|
Deferred revenue from rental and other contracts
|
1,456
|
|
|
1,516
|
|
||
|
$
|
40,968
|
|
|
$
|
46,409
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||
|
(in thousands)
|
||||||
Compensation
|
$
|
19,732
|
|
|
$
|
19,661
|
|
Sales, payroll, real estate and value added taxes
|
5,947
|
|
|
4,698
|
|
||
Insurance
|
3,336
|
|
|
2,083
|
|
||
Lease residual value guarantees
|
2,054
|
|
|
2,089
|
|
||
Finance lease liabilities
|
1,708
|
|
|
—
|
|
||
Interest
|
608
|
|
|
905
|
|
||
Income taxes payable
|
49
|
|
|
1,574
|
|
||
Other
|
4,975
|
|
|
4,081
|
|
||
|
$
|
38,409
|
|
|
$
|
35,091
|
|
|
January 31, 2019
|
||
|
|
||
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
|
|
|
|
||
Conversion rate (shares of common stock per $1,000 principal amount of notes)
|
23.1626
|
|
|
Conversion price (per share of common stock)
|
$
|
43.17
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Cash Interest Expense
|
|
|
|
|
|
||||||
Coupon interest expense
|
$
|
421
|
|
|
$
|
2,014
|
|
|
$
|
2,782
|
|
Noncash Interest Expense
|
|
|
|
|
|
||||||
Amortization of debt discount
|
350
|
|
|
1,626
|
|
|
2,104
|
|
|||
Amortization of transaction costs
|
45
|
|
|
216
|
|
|
290
|
|
|||
|
$
|
816
|
|
|
$
|
3,856
|
|
|
$
|
5,176
|
|
|
January 31, 2020
|
|
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
|
$
|
17,781
|
|
|
$
|
19,010
|
|
Wells Fargo Credit Agreement - Working Capital Line, interest accrues at a variable rate, ranging from 3.9% to 4.7%, 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 annual installments of $0.3 million, maturing on May 15, 2039, secured by real estate assets
|
6,827
|
|
|
—
|
|
||
Real estate mortgage bearing interest at 4.62%, payment 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
|
4,416
|
|
|
—
|
|
||
Real estate mortgage bearing interest at 4.40%, payment in monthly installments of $0.01 million with a final payment at maturity of $1.0 million, maturing on January 1, 2027, secured by real estate assets
|
1,489
|
|
|
—
|
|
||
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
|
7,468
|
|
|
—
|
|
||
Real estate mortgage bearing interest at 2.09%, payable in monthly installments, maturing on June 30, 2026, secured by real estate assets
|
2,520
|
|
|
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
|
1,067
|
|
|
755
|
|
||
|
51,568
|
|
|
22,743
|
|
||
Less current maturities
|
(13,779
|
)
|
|
(2,067
|
)
|
||
|
$
|
37,789
|
|
|
$
|
20,676
|
|
Years Ending January 31,
|
Amounts
|
||
|
(in thousands)
|
||
2021
|
$
|
13,779
|
|
2022
|
3,695
|
|
|
2023
|
3,781
|
|
|
2024
|
3,946
|
|
|
2025
|
7,398
|
|
|
Thereafter
|
18,969
|
|
|
|
$
|
51,568
|
|
|
|
|
Year Ended January 31,
|
||||||||
|
Cumulative Amount
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Lease accrual and termination costs
|
$
|
6,095
|
|
|
$
|
414
|
|
|
$
|
5,681
|
|
Termination benefits
|
5,053
|
|
|
—
|
|
|
5,053
|
|
|||
Impairment of fixed assets, net of gains on asset disposition
|
2,206
|
|
|
—
|
|
|
(751
|
)
|
|||
Asset relocation and other costs
|
516
|
|
|
—
|
|
|
516
|
|
|||
|
$
|
13,870
|
|
|
$
|
414
|
|
|
$
|
10,499
|
|
|
Lease Accrual & Termination Costs
|
|
Termination Benefits
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Balance, January 31, 2018
|
$
|
5,393
|
|
|
$
|
404
|
|
|
$
|
5,797
|
|
Exit costs incurred and charged to expense
|
414
|
|
|
—
|
|
|
414
|
|
|||
Exit costs paid
|
(3,428
|
)
|
|
(404
|
)
|
|
(3,832
|
)
|
|||
Balance, January 31, 2019
|
2,379
|
|
|
—
|
|
|
2,379
|
|
|||
Reclassified as a reduction of right-of-use lease assets upon adopting ASC 842, Leases
|
(2,379
|
)
|
|
—
|
|
|
(2,379
|
)
|
|||
Balance, January 31, 2020
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Year Ended January 31,
|
||||||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||||||||||||||
|
OCI
|
|
Income
|
|
OCI
|
|
Income
|
|
OCI
|
|
Income
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
(1,091
|
)
|
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts (b)
|
—
|
|
|
365
|
|
|
—
|
|
|
1,696
|
|
|
—
|
|
|
(1,510
|
)
|
||||||
Total Derivatives
|
$
|
—
|
|
|
$
|
365
|
|
|
$
|
—
|
|
|
$
|
1,696
|
|
|
$
|
48
|
|
|
$
|
(2,601
|
)
|
|
|
Classification
|
|
Twelve Months Ended January 31, 2020
|
||
|
|
|
|
(in thousands)
|
||
Finance lease cost:
|
|
|
|
|
||
Amortization of leased assets
|
|
Operating expenses
|
|
$
|
1,457
|
|
Interest on lease liabilities
|
|
Other interest expense
|
|
554
|
|
|
Operating lease cost
|
|
Operating expenses & rental and other cost of revenue
|
|
21,225
|
|
|
Short-term lease cost
|
|
Operating expenses
|
|
242
|
|
|
Variable lease cost
|
|
Operating expenses
|
|
2,665
|
|
|
Sublease income
|
|
Interest income and other income (expense)
|
|
(620
|
)
|
|
|
|
|
|
$
|
25,523
|
|
|
|
Classification
|
|
January 31, 2020
|
||
|
|
|
|
(in thousands)
|
||
Assets
|
|
|
|
|
||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
88,281
|
|
Financing lease assets(a)
|
|
Property and equipment, net of accumulated depreciation
|
|
6,297
|
|
|
Total leases assets
|
|
|
|
$
|
94,578
|
|
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Current operating lease liabilities
|
|
$
|
12,259
|
|
Financing
|
|
Accrued expenses and other
|
|
1,708
|
|
|
Noncurrent
|
|
|
|
|
||
Operating
|
|
Operating lease liabilities
|
|
88,387
|
|
|
Financing
|
|
Other long-term liabilities
|
|
4,103
|
|
|
Total lease liabilities
|
|
|
|
$
|
106,457
|
|
|
|
Operating
|
|
Finance
|
|
|
||||||
|
|
Leases
|
|
Leases
|
|
Total
|
||||||
Fiscal Year Ending January 31,
|
|
(in thousands)
|
||||||||||
2021
|
|
$
|
18,714
|
|
|
$
|
2,157
|
|
|
$
|
20,871
|
|
2022
|
|
16,841
|
|
|
1,838
|
|
|
18,679
|
|
|||
2023
|
|
15,737
|
|
|
1,188
|
|
|
16,925
|
|
|||
2024
|
|
14,830
|
|
|
448
|
|
|
15,278
|
|
|||
2025
|
|
13,700
|
|
|
387
|
|
|
14,087
|
|
|||
2026
|
|
14,013
|
|
|
309
|
|
|
14,322
|
|
|||
Thereafter
|
|
33,163
|
|
|
1,083
|
|
|
34,246
|
|
|||
Total lease payments
|
|
126,998
|
|
|
7,410
|
|
|
134,408
|
|
|||
Less: Interest
|
|
26,352
|
|
|
1,599
|
|
|
27,951
|
|
|||
Present value of lease liabilities
|
|
$
|
100,646
|
|
|
$
|
5,811
|
|
|
$
|
106,457
|
|
|
|
Twelve Months Ended January 31, 2020
|
||
|
|
(in thousands)
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
18,176
|
|
Operating cash flow from finance leases
|
|
553
|
|
|
Financing cash flows from finance leases
|
|
1,812
|
|
|
Operating lease assets obtained in exchange for new operating lease liabilities
|
|
1,316
|
|
|
Finance lease assets obtained in exchange for new finance lease liabilities
|
|
1,333
|
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||
|
|
(in thousands)
|
|
(in thousands)
|
||||
Rental fleet equipment
|
|
$
|
104,133
|
|
|
$
|
111,164
|
|
Less accumulated depreciation
|
|
42,076
|
|
|
50,399
|
|
||
|
|
$
|
62,057
|
|
|
$
|
60,765
|
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
U.S.
|
$
|
14,148
|
|
|
$
|
10,994
|
|
|
$
|
(16,644
|
)
|
Foreign
|
504
|
|
|
5,160
|
|
|
2,205
|
|
|||
Total
|
$
|
14,652
|
|
|
$
|
16,154
|
|
|
$
|
(14,439
|
)
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
897
|
|
|
$
|
(110
|
)
|
|
$
|
130
|
|
State
|
116
|
|
|
(189
|
)
|
|
50
|
|
|||
Foreign
|
1,349
|
|
|
1,760
|
|
|
1,350
|
|
|||
Total current taxes
|
2,362
|
|
|
1,461
|
|
|
1,530
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(375
|
)
|
|
2,071
|
|
|
(6,247
|
)
|
|||
State
|
(1,929
|
)
|
|
(45
|
)
|
|
270
|
|
|||
Foreign
|
641
|
|
|
485
|
|
|
(2,943
|
)
|
|||
Total deferred taxes
|
(1,663
|
)
|
|
2,511
|
|
|
(8,920
|
)
|
|||
|
$
|
699
|
|
|
$
|
3,972
|
|
|
$
|
(7,390
|
)
|
|
2020
|
|
2019
|
|
2018
|
|||
U.S. statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
(33.8
|
)%
|
Foreign statutory rates
|
1.0
|
%
|
|
0.6
|
%
|
|
1.4
|
%
|
State taxes on income net of federal tax benefit
|
5.8
|
%
|
|
5.6
|
%
|
|
(4.3
|
)%
|
Valuation allowances
|
(36.6
|
)%
|
|
(5.2
|
)%
|
|
(4.4
|
)%
|
Impact of Ukraine currency gains or losses
|
10.5
|
%
|
|
2.0
|
%
|
|
1.0
|
%
|
U.S. statutory rate reduction
|
—
|
%
|
|
—
|
%
|
|
(13.9
|
)%
|
All other, net
|
3.1
|
%
|
|
0.6
|
%
|
|
2.8
|
%
|
|
4.8
|
%
|
|
24.6
|
%
|
|
(51.2
|
)%
|
|
2020
|
|
2019
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventory allowances
|
$
|
3,037
|
|
|
$
|
3,598
|
|
Intangible assets
|
2,192
|
|
|
2,670
|
|
||
Net operating losses
|
4,291
|
|
|
6,266
|
|
||
Accrued liabilities and other
|
3,533
|
|
|
4,120
|
|
||
Receivables
|
1,137
|
|
|
740
|
|
||
Stock-based compensation
|
1,095
|
|
|
1,103
|
|
||
Right of use lease liability
|
25,325
|
|
|
—
|
|
||
Other
|
452
|
|
|
806
|
|
||
Total deferred tax assets
|
41,062
|
|
|
19,303
|
|
||
Valuation allowances
|
(2,180
|
)
|
|
(6,727
|
)
|
||
Deferred tax assets, net of valuation allowances
|
$
|
38,882
|
|
|
$
|
12,576
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
(16,752
|
)
|
|
$
|
(14,433
|
)
|
Right of use lease asset
|
(22,038
|
)
|
|
—
|
|
||
Senior convertible notes
|
—
|
|
|
(88
|
)
|
||
Total deferred tax liabilities
|
$
|
(38,790
|
)
|
|
$
|
(14,521
|
)
|
|
|
|
|
||||
Net deferred tax asset (liability)
|
$
|
92
|
|
|
$
|
(1,945
|
)
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Nonvested at January 31, 2019
|
380
|
|
|
$
|
15.88
|
|
Granted
|
174
|
|
|
16.48
|
|
|
Forfeited
|
(26
|
)
|
|
15.89
|
|
|
Vested
|
(167
|
)
|
|
16.12
|
|
|
Nonvested at January 31, 2020
|
361
|
|
|
16.14
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Nonvested at January 31, 2019
|
5
|
|
|
$
|
14.19
|
|
Granted
|
11
|
|
|
17.79
|
|
|
Vested
|
(2
|
)
|
|
13.53
|
|
|
Nonvested at January 31, 2020
|
14
|
|
|
$
|
17.06
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Nonvested at January 31, 2019
|
24
|
|
|
$
|
16.22
|
|
Granted
|
17
|
|
|
16.63
|
|
|
Forfeited
|
(3
|
)
|
|
16.07
|
|
|
Vested
|
(11
|
)
|
|
16.65
|
|
|
Nonvested at January 31, 2020
|
27
|
|
|
$
|
16.48
|
|
|
Foreign Currency Translation Adjustment
|
|
Net Investment Hedging Instruments, Unrealized Gain
|
|
Cash Flow Hedging Instruments, Unrealized Gain (Loss)
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance, January 31, 2017
|
$
|
(6,810
|
)
|
|
$
|
2,711
|
|
|
$
|
(684
|
)
|
|
$
|
(4,783
|
)
|
Other comprehensive income (loss) before reclassifications
|
2,399
|
|
|
—
|
|
|
48
|
|
|
2,447
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
1,091
|
|
|
1,091
|
|
||||
Total other comprehensive income (loss), before tax
|
2,399
|
|
|
—
|
|
|
1,139
|
|
|
3,538
|
|
||||
Tax effect
|
—
|
|
|
—
|
|
|
(455
|
)
|
|
(455
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
2,399
|
|
|
—
|
|
|
684
|
|
|
3,083
|
|
||||
Balance, January 31, 2018
|
(4,411
|
)
|
|
2,711
|
|
|
—
|
|
|
(1,700
|
)
|
||||
Total other comprehensive loss
|
(640
|
)
|
|
—
|
|
|
—
|
|
|
(640
|
)
|
||||
Balance, January 31, 2019
|
(5,051
|
)
|
|
2,711
|
|
|
—
|
|
|
(2,340
|
)
|
||||
Total other comprehensive loss
|
(880
|
)
|
|
—
|
|
|
—
|
|
|
(880
|
)
|
||||
Balance, January 31, 2020
|
$
|
(5,931
|
)
|
|
$
|
2,711
|
|
|
$
|
—
|
|
|
$
|
(3,220
|
)
|
|
Year Ended January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in thousands)
|
||||||
Assets acquired:
|
|
|
|
||||
Cash
|
$
|
—
|
|
|
$
|
3,857
|
|
Receivables
|
440
|
|
|
5,340
|
|
||
Inventories
|
6,466
|
|
|
21,725
|
|
||
Prepaid expenses and other
|
—
|
|
|
887
|
|
||
Property and equipment
|
3,810
|
|
|
3,512
|
|
||
Intangible assets
|
1,973
|
|
|
1,944
|
|
||
Goodwill
|
1,198
|
|
|
924
|
|
||
Other
|
—
|
|
|
61
|
|
||
|
13,887
|
|
|
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
|
$
|
13,887
|
|
|
$
|
19,156
|
|
|
|
|
|
||||
Goodwill recognized by segment:
|
|
|
|
||||
Agriculture
|
$
|
699
|
|
|
$
|
—
|
|
Construction
|
—
|
|
|
—
|
|
||
International
|
499
|
|
|
924
|
|
||
Goodwill expected to be deductible for tax purposes
|
1,198
|
|
|
—
|
|
|
January 31, 2019
|
||||||||||
|
Estimated Fair Value
|
|
Carrying Value
|
|
Face Value
|
||||||
|
(in thousands)
|
||||||||||
Senior convertible notes
|
$
|
45,644
|
|
|
$
|
45,249
|
|
|
$
|
45,644
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Agriculture
|
$
|
749,042
|
|
|
$
|
726,793
|
|
|
$
|
689,854
|
|
Construction
|
320,034
|
|
|
301,989
|
|
|
293,860
|
|
|||
International
|
236,095
|
|
|
232,723
|
|
|
208,892
|
|
|||
Total
|
$
|
1,305,171
|
|
|
$
|
1,261,505
|
|
|
$
|
1,192,606
|
|
Income (Loss) Before Income Taxes
|
|
|
|
|
|
||||||
Agriculture
|
$
|
18,036
|
|
|
$
|
16,799
|
|
|
$
|
(3,678
|
)
|
Construction
|
(2,290
|
)
|
|
(4,400
|
)
|
|
(7,278
|
)
|
|||
International
|
504
|
|
|
5,160
|
|
|
2,205
|
|
|||
Segment income (loss) before income taxes
|
16,250
|
|
|
17,559
|
|
|
(8,751
|
)
|
|||
Shared Resources
|
(1,598
|
)
|
|
(1,405
|
)
|
|
(5,688
|
)
|
|||
Total
|
$
|
14,652
|
|
|
$
|
16,154
|
|
|
$
|
(14,439
|
)
|
Total Impairment
|
|
|
|
|
|
||||||
Agriculture
|
$
|
2,807
|
|
|
$
|
886
|
|
|
$
|
175
|
|
Construction
|
957
|
|
|
1,114
|
|
|
498
|
|
|||
International
|
—
|
|
|
156
|
|
|
—
|
|
|||
Total
|
$
|
3,764
|
|
|
$
|
2,156
|
|
|
$
|
673
|
|
Restructuring Costs
|
|
|
|
|
|
||||||
Agriculture
|
$
|
—
|
|
|
$
|
441
|
|
|
$
|
6,886
|
|
Construction
|
—
|
|
|
(27
|
)
|
|
2,093
|
|
|||
International
|
—
|
|
|
—
|
|
|
62
|
|
|||
Segment impairment
|
—
|
|
|
414
|
|
|
9,041
|
|
|||
Shared Resources
|
—
|
|
|
—
|
|
|
1,458
|
|
|||
Total
|
$
|
—
|
|
|
$
|
414
|
|
|
$
|
10,499
|
|
Interest Income
|
|
|
|
|
|
||||||
Agriculture
|
$
|
54
|
|
|
$
|
84
|
|
|
$
|
164
|
|
Construction
|
217
|
|
|
234
|
|
|
314
|
|
|||
International
|
44
|
|
|
81
|
|
|
9
|
|
|||
Segment interest income
|
315
|
|
|
399
|
|
|
487
|
|
|||
Shared Resources
|
16
|
|
|
(73
|
)
|
|
9
|
|
|||
Total
|
$
|
331
|
|
|
$
|
326
|
|
|
$
|
496
|
|
Interest Expense
|
|
|
|
|
|
||||||
Agriculture
|
$
|
5,142
|
|
|
$
|
4,272
|
|
|
$
|
5,781
|
|
Construction
|
7,221
|
|
|
6,308
|
|
|
7,750
|
|
|||
International
|
3,504
|
|
|
3,313
|
|
|
2,510
|
|
|||
Segment interest expense
|
15,867
|
|
|
13,893
|
|
|
16,041
|
|
|||
Shared Resources
|
(6,061
|
)
|
|
(19
|
)
|
|
958
|
|
|||
Total
|
$
|
9,806
|
|
|
$
|
13,874
|
|
|
$
|
16,999
|
|
|
|
|
|
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Depreciation and Amortization
|
|
|
|
|
|
||||||
Agriculture
|
$
|
5,095
|
|
|
$
|
4,997
|
|
|
$
|
5,411
|
|
Construction
|
12,537
|
|
|
13,652
|
|
|
14,297
|
|
|||
International
|
2,402
|
|
|
1,804
|
|
|
1,366
|
|
|||
Segment depreciation and amortization
|
20,034
|
|
|
20,453
|
|
|
21,074
|
|
|||
Shared Resources
|
8,033
|
|
|
3,152
|
|
|
4,031
|
|
|||
Total
|
$
|
28,067
|
|
|
$
|
23,605
|
|
|
$
|
25,105
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
Agriculture
|
$
|
4,699
|
|
|
$
|
2,473
|
|
|
$
|
2,950
|
|
Construction
|
15,713
|
|
|
7,012
|
|
|
20,080
|
|
|||
International
|
1,768
|
|
|
1,944
|
|
|
1,332
|
|
|||
Segment capital expenditures
|
22,180
|
|
|
11,429
|
|
|
24,362
|
|
|||
Shared Resources
|
2,836
|
|
|
522
|
|
|
1,753
|
|
|||
Total
|
$
|
25,016
|
|
|
$
|
11,951
|
|
|
$
|
26,115
|
|
|
|
|
|
|
|
||||||
|
|
|
January 31, 2020
|
|
January 31, 2019
|
||||||
Total Assets
|
|
|
(in thousands)
|
||||||||
Agriculture
|
|
|
$
|
444,942
|
|
|
$
|
316,224
|
|
||
Construction
|
|
|
275,645
|
|
|
227,261
|
|
||||
International
|
|
|
191,513
|
|
|
170,187
|
|
||||
Segment assets
|
|
|
912,100
|
|
|
713,672
|
|
||||
Shared Resources
|
|
|
63,243
|
|
|
78,766
|
|
||||
Total
|
|
|
$
|
975,343
|
|
|
$
|
792,438
|
|
|
2020
|
|
2019
|
||||||||||||||||||||||||||||
|
First quarter
|
|
Second quarter
|
|
Third quarter
|
|
Fourth quarter
|
|
First quarter
|
|
Second quarter
|
|
Third quarter
|
|
Fourth quarter
|
||||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
$
|
278,292
|
|
|
$
|
314,981
|
|
|
$
|
360,936
|
|
|
$
|
350,964
|
|
|
$
|
243,714
|
|
|
$
|
297,231
|
|
|
$
|
360,913
|
|
|
$
|
359,647
|
|
Gross Profit
|
53,900
|
|
|
64,027
|
|
|
71,774
|
|
|
61,118
|
|
|
47,558
|
|
|
58,901
|
|
|
69,542
|
|
|
55,585
|
|
||||||||
Net Income (Loss)
|
(445
|
)
|
|
5,511
|
|
|
8,214
|
|
|
673
|
|
|
(1,588
|
)
|
|
5,180
|
|
|
10,776
|
|
|
(2,160
|
)
|
||||||||
Earnings (Loss) per Share-Basic
|
(0.02
|
)
|
|
0.25
|
|
|
0.37
|
|
|
0.03
|
|
|
(0.07
|
)
|
|
0.23
|
|
|
0.49
|
|
|
(0.10
|
)
|
||||||||
Earnings (Loss) per Share-Diluted
|
(0.02
|
)
|
|
0.25
|
|
|
0.37
|
|
|
0.03
|
|
|
(0.07
|
)
|
|
0.23
|
|
|
0.48
|
|
|
(0.10
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classification
|
|
Beginning Balance
|
|
Additions Charged to Expenses
|
|
Additions from Business Combinations
|
|
Deductions for Write-offs, Net of Recoveries
|
|
Foreign Currency Translation Adjustments
|
|
Ending Balance
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Valuation reserve deduction from receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended January 31, 2020
|
|
$
|
3,528
|
|
|
$
|
2,497
|
|
|
$
|
—
|
|
|
$
|
(872
|
)
|
|
$
|
(30
|
)
|
|
$
|
5,123
|
|
Year Ended January 31, 2019
|
|
2,951
|
|
|
835
|
|
|
958
|
|
|
(1,173
|
)
|
|
(43
|
)
|
|
3,528
|
|
||||||
Year Ended January 31, 2018
|
|
3,630
|
|
|
2,333
|
|
|
—
|
|
|
(3,138
|
)
|
|
126
|
|
|
2,951
|
|
(a)
|
Documents filed as part of this report.
|
(1)
|
Financial Statements. The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
|
(2)
|
Financial Statement Schedules. The following consolidated financial statement schedule should be read in conjunction with the consolidated financial statements and Report of Deloitte & Touche LLP on the consolidated financial statements included in Part II, Item 8 of this annual report on Form 10-K:
|
(3)
|
Exhibits. See the Exhibit Index to our Form 10-K immediately following below:
|
No.
|
|
Description
|
|
Certificate of Incorporation of the registrant, as amended (incorporated herein by reference to Exhibit 3.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 10, 2012, File No. 001-33866).
|
|
|
|
|
|
Bylaws of the registrant, as amended (incorporated herein by reference to Exhibit 3.2 of the registrant's Annual Report on Form 10-K filed with the Commission on April 16, 2009, File No. 001-33866).
|
|
|
|
|
|
Specimen Certificate representing shares of common stock of Titan Machinery Inc. (incorporated by reference to Exhibit 4.1 of the registrant's Amendment No. 6 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on December 3, 2007).
|
|
|
|
|
|
Indenture, dated as of April 24, 2012, by and between the registrant and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed with the Commission on April 24, 2012, File No. 001-33866).
|
|
|
|
|
|
Description of Securities of Titan Machinery registered under Section 12 of the Exchange Act of 1934, as amended.
|
|
|
|
|
|
Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013, File No. 001-33866).**
|
|
|
|
|
|
Amendment dated March 1, 2014 to the Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.54 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2014).**
|
|
|
|
|
|
Amended and Restated Employment Agreement, dated September 4, 2015, between Mark Kalvoda and the registrant (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2015).**
|
|
|
|
|
|
Amendment dated September 1, 2016 to the Amended and Restated Employment Agreement, dated September 4, 2015 between Mark Kalvoda and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 1, 2016).**
|
|
|
|
|
|
Executive Employment Agreement, dated September 5, 2018, between Bryan J. Knutson and the registrant (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 6, 2018).**
|
|
|
|
|
|
Agricultural Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
|
|
|
|
|
|
Amendment to the Agricultural Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.4 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
|
|
|
|
|
|
Construction Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
|
|
|
|
|
|
Amendment to the Construction Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
|
|
|
|
|
|
New Holland Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.5 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
|
|
|
|
|
|
Amendment to the New Holland Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.6 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
|
|
|
|
|
|
Dealer Security Agreement dated April 14, 2003 between New Holland North America, Inc. and the registrant (incorporated herein by reference to Exhibit 10.14 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
No.
|
|
Description
|
|
Dealer Security Agreements between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.15 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
|
Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement, dated November 13, 2007, between CNH Capital America LLC and the registrant (incorporated herein by reference to Exhibit 10.25 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
|
Letter Agreement with CNH Capital America, LLC dated September 30, 2011, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 9, 2011, File No. 001-33866).
|
|
|
|
|
|
Letter Agreement with CNH Capital America, LLC dated November 20, 2012, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 6, 2012, File No. 001-33866).
|
|
|
|
|
|
Letter Agreement with CNH Capital America, LLC dated February 15, 2013, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.49 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013, File No. 001-33866).
|
|
|
|
|
|
Amendment dated December 8, 2014 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 10, 2014, File No. 001-33866).
|
|
|
|
|
|
Second Amendment dated March 31, 2016 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.17.5 of the registrant's Annual Report on Form 10-K filed with the Commission on April 13, 2016).
|
|
|
|
|
|
Amendment dated October 5, 2017 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 7, 2017).
|
|
|
|
|
|
Amendment dated April 1, 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 (incorporated herein by reference to Exhibit 10.8.7 of the registrant's Annual Report on Form 10-K filed with the Commission on April 6, 2018).
|
|
|
|
|
|
Amendment dated May 31, 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 (incorporated herein by reference to Exhibit 10.8.7 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 7, 2018).
|
|
|
|
|
|
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 (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 6, 2018).
|
|
|
|
|
|
Amendment dated January 18, 2019 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.9.10 of the registrant's Annual Report on Form 10-K filed with the Commission on April 5, 2019).
|
|
|
|
|
|
Amendment dated November 13, 2019 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on December 5, 2019).
|
|
|
|
|
|
Third Amended and Restated Credit Agreement dated as of April 3, 2020 by and among the registrant, Bank of America, National Association, and the Financial Institutions Party Thereto (incorporated by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on April 6, 2020).
|
|
|
|
|
No.
|
|
Description
|
|
Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on June 6, 2011, File No. 001-33866).**
|
|
|
|
|
|
Form of Incentive Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.22 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
|
|
Form of Non-Qualified Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.23 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
|
|
Form of Restricted Stock Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.24 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
|
|
Titan Machinery Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on June 3, 2014, File No. 001-33866).**
|
|
|
|
|
|
Form of Titan Machinery Inc. Restricted Stock Agreement (for non-employee directors) under the 2014 Equity Incentive Plan, revised effective June 1, 2018 (incorporated herein by reference to Exhibit 10.16 of the registrant's Annual Report on Form 10-K filed with the Commission on April 5, 2019).**
|
|
|
|
|
|
Form of Titan Machinery Inc. Restricted Stock Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2014, File No. 001-33866).**
|
|
|
|
|
|
Form of Titan Machinery Inc. Restricted Stock Agreement under the 2014 Equity Incentive Plan, revised effective June 1, 2018 (incorporated herein by reference to Exhibit 10.17.1 of the registrant's Annual Report on Form 10-K filed with the Commission on April 5, 2019). **
|
|
|
|
|
|
Form of Titan Machinery Inc. Restricted Stock Unit Agreement under the 2014 Equity Incentive Plan, used for purposes of granting awards to European employees (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2014).**
|
|
|
|
|
|
Form of Titan Machinery Inc. Restricted Stock Unit Agreement under the 2014 Equity Incentive Plan, used for purposes of granting awards to European employees, revised effective June 1, 2017 (incorporated herein by reference to Exhibit 10.18.1 of the registrant's Annual Report on Form 10-K with the Commission on April 5, 2019). **
|
|
|
|
|
|
Form of Director and Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.19 of the registrant's Annual Report on Form 10-K with the Commission on April 5, 2019).
|
|
|
|
|
|
Titan Machinery Inc. Non-Employee Director Compensation Plan (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2015).**
|
|
|
|
|
|
Description of Titan Machinery Inc.’s Executive Cash Bonus Plan (incorporated herein by reference to Exhibit 10.34 of the registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2015). **
|
|
|
|
|
|
Subsidiaries of Titan Machinery Inc.
|
|
|
|
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
|
Power of Attorney
|
|
|
|
|
|
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*
|
|
The following materials from Titan Machinery Inc.'s Annual Report on Form 10-K for the year ended January 31, 2020 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the fiscal years ended January 31, 2020, 2019 and 2018, (ii) the Consolidated Statements of Operations for the fiscal years ended January 31, 2020, 2019 and 2018, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended January 31, 2020, 2019 and 2018, (iv) the Consolidated Statements of Stockholders' Equity for the fiscal years ended January 31, 2020, 2019 and 2018, (v) the Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2020, 2019 and 2018, and (vi) the Notes to the Consolidated Financial Statements.
|
*
|
Filed herewith
|
**
|
Indicates management contract or compensatory plan or arrangement.
|
By
|
|
/s/ DAVID J. MEYER
|
|
By
|
|
/s/ MARK KALVODA
|
|
|
David J. Meyer,
Board Chair and Chief Executive Officer
|
|
|
|
Mark Kalvoda,
Chief Financial Officer
|
Signature
|
Title
|
Date
|
|
/s/ DAVID J. MEYER
|
Board Chair, Chief Executive Officer (principal executive officer)
|
|
April 6, 2020
|
David J. Meyer
|
|
|
|
|
|
|
|
/s/ MARK KALVODA
|
Chief Financial Officer (principal financial officer and principal accounting officer)
|
|
April 6, 2020
|
Mark Kalvoda
|
|
|
|
|
|
|
|
*
|
Director
|
|
|
Tony Christianson
|
|
|
April 6, 2020
|
|
|
|
|
*
|
Director
|
|
|
Stanley Dardis
|
|
|
April 6, 2020
|
|
|
|
|
*
|
Director
|
|
|
Stan Erickson
|
|
|
April 6, 2020
|
|
|
|
|
*
|
Director
|
|
|
Christine Hamilton
|
|
|
April 6, 2020
|
|
|
|
|
*
|
Director
|
|
|
John Henderson
|
|
|
April 6, 2020
|
|
|
|
|
*
|
Director
|
|
|
Jody Horner
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April 6, 2020
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*
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Director
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Richard Mack
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April 6, 2020
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*By
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/s/ MARK KALVODA
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Mark Kalvoda, Attorney-in-Fact
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Name
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Ownership
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Jurisdiction of
Incorporation/
Organization
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NW Property Solutions LLC
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100%
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North Dakota
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Titan European Holdings S.a.r.l.
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100%
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Luxembourg
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Titan Machinery Ukraine LLC
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100%
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Ukraine
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Titan Machinery D.o.o. Novi Sad
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100%
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Serbia
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Titan Machinery Austria GmbH
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100%
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Austria
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Titan Machinery Romania S.R.L.
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100%
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Romania
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Titan Machinery Bulgaria AD
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100%
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Bulgaria
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Titan Machinery Deutschland GmbH
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100%
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Germany
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/s/ David J. Meyer
David J. Meyer, Board Chair and CEO
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/s/ Mark Kalvoda
Mark P. Kalvoda, CFO
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/s/ Tony Christianson
Tony Christianson, Director
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/s/ Stanley Dardis
Stanley Dardis, Director
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/s/ Stan Erickson
Stan Erickson, Director
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/s/ Christine Hamilton
Christine Hamilton, Director
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/s/ John Henderson
John Henderson, Director
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/s/ Jody Horner
Jody Horner, Director
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/s/ Richard Mack
Richard Mack, Director
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1.
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I have reviewed this report on Form 10-K of Titan Machinery Inc.;
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2.
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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;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting
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/s/ DAVID J. MEYER
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David J. Meyer
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Board Chair and Chief Executive Officer
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1.
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I have reviewed this report on Form 10-K of Titan Machinery Inc.;
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2.
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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;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ MARK KALVODA
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Mark Kalvoda
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Chief Financial Officer
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/s/ DAVID J. MEYER
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David J. Meyer
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Board Chair and Chief Executive Officer
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/s/ MARK KALVODA
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Mark Kalvoda
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Chief Financial Officer
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