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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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No. 45-0357838
(IRS Employer
Identification No.)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Page No.
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•
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new and used equipment sales;
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•
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parts sales;
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•
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repair and maintenance services; and
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•
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equipment rental and other activities.
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•
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our ability to manage inventory through our centralized inventory management system, thus allowing inventory exchanges among the stores, which permits us to maintain only the inventory deemed needed by each store while providing significant breadth of parts and equipment to our customers;
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•
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our ability to use expanded sales channels, including used equipment listings hosted on our website, which enables us to offer our customers alternative purchasing options; and
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•
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our ability to sell inventory to customers in a large geographic area covering Arizona, Colorado, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, South Dakota, Wisconsin and Wyoming, which enables us to capitalize on crop diversification and disparate weather throughout this area, as well as local trends in residential, infrastructure and commercial construction.
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•
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our ability to staff a large number of highly-trained service technicians across our network of stores, which makes it possible to schedule repair services on short notice without affecting our technician utilization rates;
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•
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our ability to staff and leverage product and application specialists across our network of stores, which makes it possible to offer valuable pre-sale and aftermarket services, including equipment training, best practices education and precision farming technology support; and
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•
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our ability to innovate and lead our industry through initiatives such as Rural Tower Network, our joint venture with certain local Caterpillar and Deere dealerships to deploy a GPS guidance system in support of precision farming in our core geographic market, which provides our customers with the latest advances in technology and operating practices.
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•
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employing significant marketing and advertising programs, including targeted direct mailings, advertising with targeted local media outlets, participation in and sponsorship of trade shows and industry events, our Titan Trader monthly magazine, and by hosting open houses, service clinics, equipment demonstrations, product showcases and customer appreciation outings;
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•
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supporting and providing customers with training for evolving technologies, such as precision farming, that are difficult for single-store operators to support;
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•
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maintaining state-of-the-art service facilities, mobile service trucks and trained service technicians to maximize our customers' equipment uptime through preventative maintenance programs and seasonal 24/7 service support; and
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•
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utilizing our inventory system to maximize parts and equipment availability for our customers.
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•
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field marketers, our direct sales representatives who operate out of our network of local stores and call on customers in the markets surrounding each store;
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•
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parts and service managers, who provide our customers with comprehensive after-market support;
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•
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local and national advertising efforts, including broadcast, cable, print and web-based media; and
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•
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our remarketing division, which trades and sells used equipment through our outlet store and website.
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•
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CNH Capital provides floorplan payable financing for the purchase of a substantial portion of our inventory.
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•
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CNH Capital provides a significant percentage of the financing used by our customers to purchase CNH equipment from us.
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•
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CNH provides incentive programs and discount programs from time to time that enable us to price our products more competitively.
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•
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CNH conducts promotional and marketing activities on national, regional and local levels.
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•
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market prices for like new equipment;
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•
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wear and tear on the equipment;
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•
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time of year that the equipment is sold;
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•
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the supply used equipment on the market; and
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•
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general economic conditions.
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•
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difficulties in implementing our business model in foreign markets;
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•
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costs and diversion of management attention related to oversight of international operations;
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•
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unexpected adverse changes may occur in export duties, quotas and tariffs and difficulties in obtaining import licenses;
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•
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unexpected adverse changes in foreign laws or regulatory requirements may occur;
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•
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compliance with a variety of foreign laws and regulations may be burdensome;
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•
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compliance with the Foreign Corrupt Practices Act and other U.S. laws that apply to the international operations of U.S. companies may be difficult and costly to implement and monitor;
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•
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fluctuations in foreign currency exchange rates to which we are exposed may adversely affect the results of our operations, the value of our foreign assets and liabilities and our cash flows;
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•
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our operations and profitability in any particular country in which we operate could be affected by political or economic changes or instability
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North Dakota (14 stores)
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Minnesota (14 stores, including 1 outlet)
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Arthur
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Lidgerwood
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Ada
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Moorhead
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Casselton
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Lisbon
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Albert Lea*
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Moorhead (outlet)
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Grand Forks*
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Mandan*
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Crookston*
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Pipestone
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Jamestown
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Mayville
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Elbow Lake
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Redwood Falls
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Kintyre
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Wahpeton (2 stores)
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Fergus Falls
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Roseau
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Kulm
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Wishek
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Graceville
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Thief River Falls
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Lamoure
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Marshall*
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Winger
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Nebraska (13 stores)
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South Dakota (13 stores)
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Broken Bow
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Kearney*
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Aberdeen (2 stores)*
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Miller
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Fremont
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Lexington*
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Bowdle
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Pierre*
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Grand Island (2 stores)*
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McCook
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Britton
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Platte
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Hastings
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North Platte*
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Highmore
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Redfield
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Holdrege
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Ord
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Huron
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Sioux Falls*
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Imperial
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Wahoo
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Milbank
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Watertown
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North Dakota (6 stores)
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Montana (3 stores)
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Bismarck
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Minot
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Billings
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Missoula
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Dickinson
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Williston
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Great Falls
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Fargo (2 stores)
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Minnesota (3 stores)
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Iowa (3 stores)
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Duluth
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Shakopee
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Davenport
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Sioux City
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Rogers
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Des Moines
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Colorado (4 stores)
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Wyoming (2 stores)
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Colorado Springs
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Fort Collins
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Casper
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Gillette
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Denver
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Windsor
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Arizona (2 stores)
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Nebraska (2 stores)
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Phoenix
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Tucson
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Lincoln
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Omaha
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South Dakota (2 stores)
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Wisconsin (1 store)
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Rapid City
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Sioux Falls
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La Crosse
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New Mexico (1 store)
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Albuquerque
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Europe (16 stores)
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Burgas, Bulgaria
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Cluj Napoca, Romania
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Dobrich, Bulgaria
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Constanta, Romania
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Montana, Bulgaria
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Oradea, Romania
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Pleven, Bulgaria
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Roman, Romania
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Ruse, Bulgaria
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Timisoara, Romania
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Sofia, Bulgaria
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Novi Sad, Serbia
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Stara Zagora, Bulgaria
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Kiev, Ukraine
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Bucharest, Romania
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Vinnitsa, Ukraine
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Name
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Age
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Position
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David Meyer
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60
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Board Chair and Chief Executive Officer
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Peter Christianson
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57
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President and Director
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Mark Kalvoda
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42
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Chief Financial Officer
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High
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Low
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||||
Fiscal 2014
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||||
First Quarter
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$
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32.00
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$
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20.60
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Second Quarter
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24.00
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18.68
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||
Third Quarter
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19.64
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15.75
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Fourth Quarter
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18.96
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14.19
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Fiscal 2013
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||||
First Quarter
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$
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36.92
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$
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23.58
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Second Quarter
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36.70
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25.01
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Third Quarter
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30.32
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19.07
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Fourth Quarter
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29.87
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19.77
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January 31,
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||||||||||||||||||||||||||
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2008
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2009
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2010
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2011
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2012
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2013
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2014
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||||||||||||||
Titan Machinery Inc.
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$
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100.00
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$
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61.59
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|
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$
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66.87
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|
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$
|
147.03
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|
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$
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150.12
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|
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$
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175.42
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|
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$
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98.91
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|
Russell 2000 Index
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100.00
|
|
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62.18
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|
|
84.40
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|
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109.53
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|
|
111.15
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|
|
126.47
|
|
|
158.54
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|||||||
S&P 500 Retail Index
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100.00
|
|
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61.37
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|
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93.86
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|
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117.60
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|
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130.94
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|
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164.86
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204.89
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Year Ended January 31,
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||||||||||||||||||
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2014
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2013
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2012
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2011
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2010
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||||||||||
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(in thousands, except per share data)
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||||||||||||||||||
Statement of Operations Data:
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||||||||||
Revenue
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||||||||||
Equipment
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$
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1,722,738
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$
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1,763,877
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$
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1,303,900
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|
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$
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855,443
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|
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$
|
643,186
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Parts
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275,750
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|
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242,368
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|
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201,404
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|
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140,982
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|
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119,509
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|||||
Service
|
149,082
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|
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127,779
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|
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103,474
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|
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74,506
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|
|
58,983
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|||||
Rental and other
|
78,876
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64,396
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50,214
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|
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23,558
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|
|
17,103
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|||||
Total Revenue
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2,226,446
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|
|
2,198,420
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|
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1,658,992
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1,094,489
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|
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838,781
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|||||
Cost of Revenue
|
|
|
|
|
|
|
|
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||||||||||
Equipment
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1,576,246
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|
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1,600,233
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|
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1,171,618
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|
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773,060
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|
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578,411
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|||||
Parts
|
192,199
|
|
|
169,164
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|
|
140,096
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|
|
100,281
|
|
|
83,219
|
|
|||||
Service
|
54,608
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|
|
45,748
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|
|
37,236
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|
|
27,767
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|
|
21,615
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|
|||||
Rental and other
|
55,319
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|
|
43,914
|
|
|
34,581
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|
|
18,813
|
|
|
14,441
|
|
|||||
Total Cost of Revenue
|
1,878,372
|
|
|
1,859,059
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|
|
1,383,531
|
|
|
919,921
|
|
|
697,686
|
|
|||||
Gross Profit
|
348,074
|
|
|
339,361
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|
|
275,461
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|
|
174,568
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|
|
141,095
|
|
|||||
Operating Expenses
|
291,202
|
|
|
247,557
|
|
|
193,860
|
|
|
130,541
|
|
|
108,998
|
|
|||||
Impairment
|
9,997
|
|
|
—
|
|
|
—
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|
|
—
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|
|
—
|
|
|||||
Income from Operations
|
46,875
|
|
|
91,804
|
|
|
81,601
|
|
|
44,027
|
|
|
32,097
|
|
|||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income
|
2,109
|
|
|
1,654
|
|
|
1,643
|
|
|
1,794
|
|
|
1,843
|
|
|||||
Interest expense
|
(30,555
|
)
|
|
(22,762
|
)
|
|
(9,670
|
)
|
|
(8,584
|
)
|
|
(6,948
|
)
|
|||||
Income Before Income Taxes
|
18,429
|
|
|
70,696
|
|
|
73,574
|
|
|
37,237
|
|
|
26,992
|
|
|||||
Provision for Income Taxes
|
(10,325
|
)
|
|
(28,137
|
)
|
|
(29,429
|
)
|
|
(14,895
|
)
|
|
(11,255
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)
|
|||||
Net Income Including Noncontrolling Interest
|
8,104
|
|
|
42,559
|
|
|
44,145
|
|
|
22,342
|
|
|
15,737
|
|
|||||
Less: Net Income (Loss) Attributable to Noncontrolling Interest
|
(747
|
)
|
|
86
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||||
Net Income Attributable to Titan Machinery Inc.
|
$
|
8,851
|
|
|
$
|
42,473
|
|
|
$
|
44,160
|
|
|
$
|
22,342
|
|
|
$
|
15,737
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Attributable to Titan Machinery Inc. Common Stockholders
|
$
|
8,722
|
|
|
$
|
42,030
|
|
|
$
|
43,751
|
|
|
$
|
22,110
|
|
|
$
|
15,613
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per Share
|
|
|
|
|
|
|
|
|
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||||||||||
Basic
|
$
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0.42
|
|
|
$
|
2.02
|
|
|
$
|
2.21
|
|
|
$
|
1.25
|
|
|
$
|
0.89
|
|
Diluted
|
$
|
0.41
|
|
|
$
|
2.00
|
|
|
$
|
2.18
|
|
|
$
|
1.23
|
|
|
$
|
0.88
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
20,894
|
|
|
20,787
|
|
|
19,809
|
|
|
17,658
|
|
|
17,593
|
|
|||||
Diluted
|
21,040
|
|
|
20,987
|
|
|
20,110
|
|
|
17,961
|
|
|
17,828
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
Acquisition and Store Count Data
|
|
|
|
|
|
|
|
|
|
|||||
Net change in store count during fiscal year
|
2
|
|
|
24
|
|
|
15
|
|
|
6
|
|
|
9
|
|
Store count at end of fiscal year
|
119
|
|
|
117
|
|
|
93
|
|
|
78
|
|
|
72
|
|
•
|
new and used equipment sales;
|
•
|
parts sales;
|
•
|
repair and maintenance services; and
|
•
|
equipment rental and other activities.
|
•
|
CNH’s product offerings, reputation and market share
|
•
|
CNH’s product prices and incentive and discount programs
|
•
|
Supply of inventory from CNH
|
•
|
CNH provides floorplan payable financing for the purchase of a substantial portion of our inventory
|
•
|
CNH provides a significant percentage of the financing used by our customers to purchase CNH equipment from us.
|
|
Year Ended January 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(dollars in thousands)
|
||||||||||
Equipment
|
|
|
|
|
|
||||||
Revenue
|
$
|
1,722,738
|
|
|
$
|
1,763,877
|
|
|
$
|
1,303,900
|
|
Cost of revenue
|
1,576,246
|
|
|
1,600,233
|
|
|
1,171,618
|
|
|||
Gross profit
|
$
|
146,492
|
|
|
$
|
163,644
|
|
|
$
|
132,282
|
|
Gross profit margin
|
8.5
|
%
|
|
9.3
|
%
|
|
10.1
|
%
|
|||
Parts
|
|
|
|
|
|
||||||
Revenue
|
$
|
275,750
|
|
|
$
|
242,368
|
|
|
$
|
201,404
|
|
Cost of revenue
|
192,199
|
|
|
169,164
|
|
|
140,096
|
|
|||
Gross profit
|
$
|
83,551
|
|
|
$
|
73,204
|
|
|
$
|
61,308
|
|
Gross profit margin
|
30.3
|
%
|
|
30.2
|
%
|
|
30.4
|
%
|
|||
Service
|
|
|
|
|
|
||||||
Revenue
|
$
|
149,082
|
|
|
$
|
127,779
|
|
|
$
|
103,474
|
|
Cost of revenue
|
54,608
|
|
|
45,748
|
|
|
37,236
|
|
|||
Gross profit
|
$
|
94,474
|
|
|
$
|
82,031
|
|
|
$
|
66,238
|
|
Gross profit margin
|
63.4
|
%
|
|
64.2
|
%
|
|
64.0
|
%
|
|||
Rental and other
|
|
|
|
|
|
||||||
Revenue
|
$
|
78,876
|
|
|
$
|
64,396
|
|
|
$
|
50,214
|
|
Cost of revenue
|
55,319
|
|
|
43,914
|
|
|
34,581
|
|
|||
Gross profit
|
$
|
23,557
|
|
|
$
|
20,482
|
|
|
$
|
15,633
|
|
Gross profit margin
|
29.9
|
%
|
|
31.8
|
%
|
|
31.1
|
%
|
|
Year Ended January 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Revenue
|
|
|
|
|
|
|||
Equipment
|
77.4
|
%
|
|
80.3
|
%
|
|
78.6
|
%
|
Parts
|
12.4
|
%
|
|
11.0
|
%
|
|
12.2
|
%
|
Service
|
6.7
|
%
|
|
5.8
|
%
|
|
6.2
|
%
|
Rental and other
|
3.5
|
%
|
|
2.9
|
%
|
|
3.0
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Total cost of revenue
|
84.4
|
%
|
|
84.6
|
%
|
|
83.4
|
%
|
Gross profit
|
15.6
|
%
|
|
15.4
|
%
|
|
16.6
|
%
|
Operating expenses
|
13.1
|
%
|
|
11.2
|
%
|
|
11.7
|
%
|
Impairment
|
0.4
|
%
|
|
—
|
%
|
|
—
|
%
|
Income from operations
|
2.1
|
%
|
|
4.2
|
%
|
|
4.9
|
%
|
Other income (expense)
|
(1.3
|
)%
|
|
(1.0
|
)%
|
|
(0.5
|
)%
|
Income before income taxes
|
0.8
|
%
|
|
3.2
|
%
|
|
4.4
|
%
|
Provision for income taxes
|
(0.4
|
)%
|
|
(1.3
|
)%
|
|
(1.7
|
)%
|
Net income including noncontrolling interest
|
0.4
|
%
|
|
1.9
|
%
|
|
2.7
|
%
|
Net loss attributable to noncontrolling interest
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Net income attributable to Titan Machinery Inc.
|
0.4
|
%
|
|
1.9
|
%
|
|
2.7
|
%
|
|
Fiscal Year Ended
January 31, 2014 |
|
Fiscal Year Ended
January 31, 2013 |
|
Increase/
(Decrease) |
|
Percent
Change
|
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Equipment
|
$
|
1,722,738
|
|
|
$
|
1,763,877
|
|
|
$
|
(41,139
|
)
|
|
(2.3
|
)%
|
Parts
|
275,750
|
|
|
242,368
|
|
|
33,382
|
|
|
13.8
|
%
|
|||
Service
|
149,082
|
|
|
127,779
|
|
|
21,303
|
|
|
16.7
|
%
|
|||
Rental and other
|
78,876
|
|
|
64,396
|
|
|
14,480
|
|
|
22.5
|
%
|
|||
Total Revenue
|
$
|
2,226,446
|
|
|
$
|
2,198,420
|
|
|
$
|
28,026
|
|
|
1.3
|
%
|
|
Fiscal Year Ended
January 31, 2014 |
|
Fiscal Year Ended
January 31, 2013 |
|
Increase/
(Decrease) |
|
Percent
Change
|
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Gross Profit
|
|
|
|
|
|
|
|
|||||||
Equipment
|
$
|
146,492
|
|
|
$
|
163,644
|
|
|
$
|
(17,152
|
)
|
|
(10.5
|
)%
|
Parts
|
83,551
|
|
|
73,204
|
|
|
10,347
|
|
|
14.1
|
%
|
|||
Service
|
94,474
|
|
|
82,031
|
|
|
12,443
|
|
|
15.2
|
%
|
|||
Rental and other
|
23,557
|
|
|
20,482
|
|
|
3,075
|
|
|
15.0
|
%
|
|||
Total Gross Profit
|
$
|
348,074
|
|
|
$
|
339,361
|
|
|
$
|
8,713
|
|
|
2.6
|
%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|||||||
Equipment
|
8.5
|
%
|
|
9.3
|
%
|
|
(0.8
|
)%
|
|
(8.6
|
)%
|
|||
Parts
|
30.3
|
%
|
|
30.2
|
%
|
|
0.1
|
%
|
|
0.3
|
%
|
|||
Service
|
63.4
|
%
|
|
64.2
|
%
|
|
(0.8
|
)%
|
|
(1.2
|
)%
|
|||
Rental and other
|
29.9
|
%
|
|
31.8
|
%
|
|
(1.9
|
)%
|
|
(6.0
|
)%
|
|||
Total Gross Profit Margin
|
15.6
|
%
|
|
15.4
|
%
|
|
0.2
|
%
|
|
1.3
|
%
|
|||
Gross Profit Mix
|
|
|
|
|
|
|
|
|||||||
Equipment
|
42.1
|
%
|
|
48.2
|
%
|
|
(6.1
|
)%
|
|
(12.7
|
)%
|
|||
Parts
|
24.0
|
%
|
|
21.6
|
%
|
|
2.4
|
%
|
|
11.1
|
%
|
|||
Service
|
27.1
|
%
|
|
24.2
|
%
|
|
2.9
|
%
|
|
12.0
|
%
|
|||
Rental and other
|
6.8
|
%
|
|
6.0
|
%
|
|
0.8
|
%
|
|
13.3
|
%
|
|||
Total Gross Profit Mix
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Fiscal Year Ended
January 31, 2014 |
|
Fiscal Year Ended
January 31, 2013 |
|
Increase
|
|
Percent
Change
|
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Operating expenses
|
$
|
291,202
|
|
|
$
|
247,557
|
|
|
$
|
43,645
|
|
|
17.6
|
%
|
Operating expenses as a percentage of revenue
|
13.1
|
%
|
|
11.2
|
%
|
|
1.9
|
%
|
|
17.0
|
%
|
|
Fiscal Year Ended
January 31, 2014 |
|
Fiscal Year Ended
January 31, 2013 |
|
Increase
|
|
Percent
Change |
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Impairment
|
$
|
9,997
|
|
|
$
|
—
|
|
|
$
|
9,997
|
|
|
100.0
|
%
|
|
Fiscal Year Ended
January 31, 2014 |
|
Fiscal Year Ended
January 31, 2013 |
|
Increase
|
|
Percent
Change
|
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Interest and other income
|
$
|
2,109
|
|
|
$
|
1,654
|
|
|
$
|
455
|
|
|
27.5
|
%
|
Floorplan interest expense
|
(16,764
|
)
|
|
(13,297
|
)
|
|
3,467
|
|
|
26.1
|
%
|
|||
Other interest expense
|
(13,791
|
)
|
|
(9,465
|
)
|
|
4,326
|
|
|
45.7
|
%
|
|
Fiscal Year Ended
January 31, 2014 |
|
Fiscal Year Ended
January 31, 2013 |
|
Decrease
|
|
Percent
Change
|
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Provision for income taxes
|
$
|
10,325
|
|
|
$
|
28,137
|
|
|
$
|
(17,812
|
)
|
|
(63.3
|
)%
|
|
Fiscal Year Ended
January 31, 2014 |
|
Fiscal Year Ended
January 31, 2013 |
|
Increase/
(Decrease) |
|
Percent
Change |
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
1,765,821
|
|
|
$
|
1,827,023
|
|
|
$
|
(61,202
|
)
|
|
(3.3
|
)%
|
Construction
|
405,822
|
|
|
380,295
|
|
|
25,527
|
|
|
6.7
|
%
|
|||
International
|
145,884
|
|
|
72,510
|
|
|
73,374
|
|
|
101.2
|
%
|
|||
Segment revenue
|
2,317,527
|
|
|
2,279,828
|
|
|
37,699
|
|
|
1.7
|
%
|
|||
Eliminations
|
(91,081
|
)
|
|
(81,408
|
)
|
|
(9,673
|
)
|
|
(11.9
|
)%
|
|||
Total
|
2,226,446
|
|
|
2,198,420
|
|
|
28,026
|
|
|
1.3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
59,574
|
|
|
$
|
83,256
|
|
|
$
|
(23,682
|
)
|
|
(28.4
|
)%
|
Construction
|
(28,083
|
)
|
|
(4,708
|
)
|
|
(23,375
|
)
|
|
(496.5
|
)%
|
|||
International
|
(5,544
|
)
|
|
541
|
|
|
(6,085
|
)
|
|
(1,124.8
|
)%
|
|||
Segment income (loss) before income taxes
|
25,947
|
|
|
79,089
|
|
|
(53,142
|
)
|
|
(67.2
|
)%
|
|||
Shared Resources
|
(6,650
|
)
|
|
(6,902
|
)
|
|
252
|
|
|
3.7
|
%
|
|||
Eliminations
|
(868
|
)
|
|
(1,491
|
)
|
|
623
|
|
|
41.8
|
%
|
|||
Total
|
18,429
|
|
|
70,696
|
|
|
(52,267
|
)
|
|
(73.9
|
)%
|
|
Fiscal Year Ended
January 31, 2013 |
|
Fiscal Year Ended
January 31, 2012 |
|
Increase
|
|
Percent
Change
|
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Equipment
|
$
|
1,763,877
|
|
|
$
|
1,303,900
|
|
|
$
|
459,977
|
|
|
35.3
|
%
|
Parts
|
242,368
|
|
|
201,404
|
|
|
40,964
|
|
|
20.3
|
%
|
|||
Service
|
127,779
|
|
|
103,474
|
|
|
24,305
|
|
|
23.5
|
%
|
|||
Rental and other
|
64,396
|
|
|
50,214
|
|
|
14,182
|
|
|
28.2
|
%
|
|||
Total Revenue
|
$
|
2,198,420
|
|
|
$
|
1,658,992
|
|
|
$
|
539,428
|
|
|
32.5
|
%
|
|
Fiscal Year Ended
January 31, 2013 |
|
Fiscal Year Ended
January 31, 2012 |
|
Increase/
(Decrease) |
|
Percent
Change
|
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Gross Profit
|
|
|
|
|
|
|
|
|||||||
Equipment
|
$
|
163,644
|
|
|
$
|
132,282
|
|
|
$
|
31,362
|
|
|
23.7
|
%
|
Parts
|
73,204
|
|
|
61,308
|
|
|
11,896
|
|
|
19.4
|
%
|
|||
Service
|
82,031
|
|
|
66,238
|
|
|
15,793
|
|
|
23.8
|
%
|
|||
Rental and other
|
20,482
|
|
|
15,633
|
|
|
4,849
|
|
|
31.0
|
%
|
|||
Total Gross Profit
|
$
|
339,361
|
|
|
$
|
275,461
|
|
|
$
|
63,900
|
|
|
23.2
|
%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|||||||
Equipment
|
9.3
|
%
|
|
10.1
|
%
|
|
(0.8
|
)%
|
|
(7.9
|
)%
|
|||
Parts
|
30.2
|
%
|
|
30.4
|
%
|
|
(0.2
|
)%
|
|
(0.7
|
)%
|
|||
Service
|
64.2
|
%
|
|
64.0
|
%
|
|
0.2
|
%
|
|
0.3
|
%
|
|||
Rental and other
|
31.8
|
%
|
|
31.1
|
%
|
|
0.7
|
%
|
|
2.3
|
%
|
|||
Total Gross Profit Margin
|
15.4
|
%
|
|
16.6
|
%
|
|
(1.2
|
)%
|
|
(7.2
|
)%
|
|||
Gross Profit Mix
|
|
|
|
|
|
|
|
|||||||
Equipment
|
48.2
|
%
|
|
48.0
|
%
|
|
0.2
|
%
|
|
0.4
|
%
|
|||
Parts
|
21.6
|
%
|
|
22.3
|
%
|
|
(0.7
|
)%
|
|
(3.1
|
)%
|
|||
Service
|
24.2
|
%
|
|
24.0
|
%
|
|
0.2
|
%
|
|
0.8
|
%
|
|||
Rental and other
|
6.0
|
%
|
|
5.7
|
%
|
|
0.3
|
%
|
|
5.3
|
%
|
|||
Total Gross Profit Mix
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Fiscal Year Ended
January 31, 2013 |
|
Fiscal Year Ended
January 31, 2012 |
|
Increase/
(Decrease) |
|
Percent
Change
|
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Operating expenses
|
$
|
247,557
|
|
|
$
|
193,860
|
|
|
$
|
53,697
|
|
|
27.7
|
%
|
Operating expenses as a percentage of revenue
|
11.2
|
%
|
|
11.7
|
%
|
|
(0.5
|
)%
|
|
(4.3
|
)%
|
|
Fiscal Year Ended
January 31, 2013 |
|
Fiscal Year Ended
January 31, 2012 |
|
Increase
|
|
Percent
Change
|
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Interest and other income
|
$
|
1,654
|
|
|
$
|
1,643
|
|
|
$
|
11
|
|
|
0.7
|
%
|
Floorplan interest expense
|
(13,297
|
)
|
|
(8,323
|
)
|
|
4,974
|
|
|
59.8
|
%
|
|||
Other interest expense
|
(9,465
|
)
|
|
(1,347
|
)
|
|
8,118
|
|
|
602.7
|
%
|
|
Fiscal Year Ended
January 31, 2013 |
|
Fiscal Year Ended
January 31, 2012 |
|
Decrease
|
|
Percent
Change
|
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Provision for income taxes
|
$
|
28,137
|
|
|
$
|
29,429
|
|
|
$
|
(1,292
|
)
|
|
(4.4
|
)%
|
|
Fiscal Year Ended
January 31, 2013 |
|
Fiscal Year Ended
January 31, 2012 |
|
Increase/
(Decrease) |
|
Percent Change
|
|||||||
|
|
|
(dollars in thousands)
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
1,827,023
|
|
|
$
|
1,435,387
|
|
|
$
|
391,636
|
|
|
27.3
|
%
|
Construction
|
380,295
|
|
|
279,152
|
|
|
101,143
|
|
|
36.2
|
%
|
|||
International
|
72,510
|
|
|
5,907
|
|
|
66,603
|
|
|
1,127.5
|
%
|
|||
Segment revenue
|
2,279,828
|
|
|
1,720,446
|
|
|
559,382
|
|
|
32.5
|
%
|
|||
Eliminations
|
(81,408
|
)
|
|
(61,454
|
)
|
|
(19,954
|
)
|
|
(32.5
|
)%
|
|||
Total
|
2,198,420
|
|
|
1,658,992
|
|
|
539,428
|
|
|
32.5
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
83,256
|
|
|
$
|
73,953
|
|
|
$
|
9,303
|
|
|
12.6
|
%
|
Construction
|
(4,708
|
)
|
|
5,461
|
|
|
(10,169
|
)
|
|
(186.2
|
)%
|
|||
International
|
541
|
|
|
458
|
|
|
83
|
|
|
18.1
|
%
|
|||
Segment income (loss) before income taxes
|
79,089
|
|
|
79,872
|
|
|
(783
|
)
|
|
(1.0
|
)%
|
|||
Shared Resources
|
(6,902
|
)
|
|
(5,993
|
)
|
|
(909
|
)
|
|
(15.2
|
)%
|
|||
Eliminations
|
(1,491
|
)
|
|
(305
|
)
|
|
(1,186
|
)
|
|
(388.9
|
)%
|
|||
Total
|
70,696
|
|
|
73,574
|
|
|
(2,878
|
)
|
|
(3.9
|
)%
|
|
As Reported
|
|
Adjustment
|
|
Non-GAAP
Measures
|
||||||
|
(in thousands)
|
||||||||||
Fiscal 2014
|
|
|
|
|
|
||||||
Net cash used for operating activities
|
$
|
(82,243
|
)
|
|
$
|
31,395
|
|
|
$
|
(50,848
|
)
|
Net cash provided by financing activities
|
39,803
|
|
|
(31,395
|
)
|
|
8,408
|
|
|||
Fiscal 2013
|
|
|
|
|
|
||||||
Net cash used for operating activities
|
$
|
(115,325
|
)
|
|
$
|
108,417
|
|
|
$
|
(6,908
|
)
|
Net cash provided by financing activities
|
224,227
|
|
|
(108,417
|
)
|
|
115,810
|
|
|||
Fiscal 2012
|
|
|
|
|
|
||||||
Net cash used for operating activities
|
$
|
(182,185
|
)
|
|
$
|
168,118
|
|
|
$
|
(14,067
|
)
|
Net cash provided by financing activities
|
252,573
|
|
|
(168,118
|
)
|
|
84,455
|
|
|
|
|
|
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)
|
|
$
|
108,167
|
|
|
$
|
5,360
|
|
|
$
|
44,074
|
|
|
$
|
50,457
|
|
|
$
|
8,276
|
|
Senior convertible note obligations (2)
|
|
179,531
|
|
|
5,625
|
|
|
11,250
|
|
|
11,250
|
|
|
151,406
|
|
|||||
Operating lease (3)
|
|
190,671
|
|
|
22,481
|
|
|
36,798
|
|
|
31,383
|
|
|
100,009
|
|
|||||
Purchase obligations (4)
|
|
1,378
|
|
|
477
|
|
|
858
|
|
|
43
|
|
|
—
|
|
|||||
Interest rate swap obligations (5)
|
|
7,604
|
|
|
634
|
|
|
3,802
|
|
|
3,168
|
|
|
—
|
|
|||||
Other long-term liabilities (6)
|
|
5,642
|
|
|
—
|
|
|
5,642
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
492,993
|
|
|
$
|
34,577
|
|
|
$
|
102,424
|
|
|
$
|
96,301
|
|
|
$
|
259,691
|
|
(1)
|
Includes obligations under notes payable issued in favor of our lenders and estimates of interest payable.
|
(2)
|
Includes coupon payments of interest on the contractual payment dates and payment of the principal balance on the maturity date of May 2019.
|
(3)
|
Includes minimum lease payment obligations under operating leases related to our stores. Amounts do not include insurance or tax, which we include in our operating expenses and which we estimate will be approximately $2.3 million for the less than 1 year period, $4.2 million for the 1-3 year period, $4.0 million for the 3-5 year period, and $12.6 million for the more than 5 years period for a total of approximately $23.1 million. See Note 12 to our audited financial statements for a description of our operating lease obligations.
|
(4)
|
Primarily represents contracts related to information technology systems.
|
(5)
|
Includes scheduled fixed interest payments related to our interest rate swap derivative instrument.
|
(6)
|
Includes long-term portion of trade payables.
|
•
|
our beliefs and intentions with respect to our growth strategy, including growth through acquisitions, the profitability of expansion, the types of acquisition targets we intend to pursue, the availability of suitable acquisition targets, our ability to identify such targets, and the industry climate for dealer consolidation;
|
•
|
our beliefs with respect to factors that will affect demand in the agricultural and construction industries;
|
•
|
our beliefs with respect to our competitors and our competitive advantages;
|
•
|
our beliefs with respect to the impact of government subsidies on the agriculture economy;
|
•
|
our beliefs with respect to the benefit of natural resource exploration in our operating region on our operating results;
|
•
|
our beliefs with respect to the impact of government regulations;
|
•
|
our beliefs with respect to ERP implementation and continued operations in the event of information system inoperability;
|
•
|
our beliefs with respect to our business strengths, including the Titan Operating Model and the growth rate of our shared resources expenditures and our marketing efforts;
|
•
|
our plans and beliefs with respect to real property used in our business;
|
•
|
our plans and beliefs regarding future sales and marketing activities;
|
•
|
our beliefs and assumptions regarding the payment of dividends;
|
•
|
our beliefs and expectations regarding our fiscal 2015 realignment;
|
•
|
our beliefs and expectations regarding the effects of the political climate in Ukraine
|
•
|
our beliefs with respect to our employee relations and the impact of employee training and management strength on our revenues;
|
•
|
our assumptions, beliefs and expectations with respect to past and future market conditions, including interest rates, lending standards and public infrastructure spending and the impact these conditions will have on our operating results;
|
•
|
our beliefs with respect to the impact of our Credit Agreement on future interest expense;
|
•
|
our beliefs with respect to the adequacy of our capital resources and the funding of debt service obligations and capital expenditures;
|
•
|
our plans for future capital expenditures and dividend payments;
|
•
|
our cash needs and the adequacy of our working capital; and
|
•
|
our expectations regarding the impact of inflation.
|
•
|
incorrect assumptions regarding our cash needs;
|
•
|
general economic conditions and construction activity in the markets where we operate;
|
•
|
our relationships with equipment suppliers;
|
•
|
our substantial leverage;
|
•
|
the risks associated with the expansion of our business;
|
•
|
our possible inability to integrate any businesses we acquire;
|
•
|
competitive pressures;
|
•
|
compliance with laws and regulations; and
|
•
|
other factors discussed under "Risk Factors" or elsewhere in this Form 10-K.
|
|
Page
|
Titan Machinery Inc.—Financial Statements
|
|
Audited Consolidated Financial Statements
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash
|
$
|
74,242
|
|
|
$
|
124,360
|
|
Receivables, net
|
97,894
|
|
|
121,786
|
|
||
Inventories
|
1,075,978
|
|
|
929,216
|
|
||
Prepaid expenses and other
|
24,740
|
|
|
8,178
|
|
||
Income taxes receivable
|
851
|
|
|
503
|
|
||
Deferred income taxes
|
13,678
|
|
|
8,357
|
|
||
Total current assets
|
1,287,383
|
|
|
1,192,400
|
|
||
Intangibles and Other Assets
|
|
|
|
||||
Noncurrent parts inventories
|
5,098
|
|
|
3,507
|
|
||
Goodwill
|
24,751
|
|
|
30,903
|
|
||
Intangible assets, net of accumulated amortization
|
11,750
|
|
|
14,089
|
|
||
Other
|
7,666
|
|
|
8,534
|
|
||
Total intangibles and other assets
|
49,265
|
|
|
57,033
|
|
||
Property and Equipment, net of accumulated depreciation
|
228,000
|
|
|
194,641
|
|
||
Total Assets
|
$
|
1,564,648
|
|
|
$
|
1,444,074
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
23,714
|
|
|
$
|
28,282
|
|
Floorplan payable
|
750,533
|
|
|
689,410
|
|
||
Current maturities of long-term debt
|
2,192
|
|
|
10,568
|
|
||
Customer deposits
|
61,286
|
|
|
46,775
|
|
||
Accrued expenses
|
36,968
|
|
|
29,590
|
|
||
Income taxes payable
|
344
|
|
|
310
|
|
||
Total current liabilities
|
875,037
|
|
|
804,935
|
|
||
Long-Term Liabilities
|
|
|
|
||||
Senior convertible notes
|
128,893
|
|
|
125,666
|
|
||
Long-term debt, less current maturities
|
95,532
|
|
|
56,592
|
|
||
Deferred income taxes
|
47,329
|
|
|
47,411
|
|
||
Other long-term liabilities
|
6,515
|
|
|
9,551
|
|
||
Total long-term liabilities
|
278,269
|
|
|
239,220
|
|
||
Commitments and Contingencies - Note 11, Note 12
|
—
|
|
|
—
|
|
||
Stockholders' Equity
|
|
|
|
||||
Common stock, par value $.00001 per share; 45,000 shares authorized; 21,261 shares issued and outstanding at January 31, 2014 and 21,092 shares issued and outstanding at January 31, 2013
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
238,857
|
|
|
236,521
|
|
||
Retained earnings
|
169,575
|
|
|
160,724
|
|
||
Accumulated other comprehensive income (loss)
|
339
|
|
|
(735
|
)
|
||
Total Titan Machinery Inc. stockholders' equity
|
408,771
|
|
|
396,510
|
|
||
Noncontrolling interest
|
2,571
|
|
|
3,409
|
|
||
Total stockholders' equity
|
411,342
|
|
|
399,919
|
|
||
Total Liabilities and Stockholders' Equity
|
$
|
1,564,648
|
|
|
$
|
1,444,074
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
|
|
|
|
|
||||||
Equipment
|
$
|
1,722,738
|
|
|
$
|
1,763,877
|
|
|
$
|
1,303,900
|
|
Parts
|
275,750
|
|
|
242,368
|
|
|
201,404
|
|
|||
Service
|
149,082
|
|
|
127,779
|
|
|
103,474
|
|
|||
Rental and other
|
78,876
|
|
|
64,396
|
|
|
50,214
|
|
|||
Total Revenue
|
2,226,446
|
|
|
2,198,420
|
|
|
1,658,992
|
|
|||
Cost of Revenue
|
|
|
|
|
|
||||||
Equipment
|
1,576,246
|
|
|
1,600,233
|
|
|
1,171,618
|
|
|||
Parts
|
192,199
|
|
|
169,164
|
|
|
140,096
|
|
|||
Service
|
54,608
|
|
|
45,748
|
|
|
37,236
|
|
|||
Rental and other
|
55,319
|
|
|
43,914
|
|
|
34,581
|
|
|||
Total Cost of Revenue
|
1,878,372
|
|
|
1,859,059
|
|
|
1,383,531
|
|
|||
Gross Profit
|
348,074
|
|
|
339,361
|
|
|
275,461
|
|
|||
Operating Expenses
|
291,202
|
|
|
247,557
|
|
|
193,860
|
|
|||
Impairment
|
9,997
|
|
|
—
|
|
|
—
|
|
|||
Income from Operations
|
46,875
|
|
|
91,804
|
|
|
81,601
|
|
|||
Other Income (Expense)
|
|
|
|
|
|
||||||
Interest and other income
|
2,109
|
|
|
1,654
|
|
|
1,643
|
|
|||
Floorplan interest expense
|
(16,764
|
)
|
|
(13,297
|
)
|
|
(8,323
|
)
|
|||
Other interest expense
|
(13,791
|
)
|
|
(9,465
|
)
|
|
(1,347
|
)
|
|||
Income Before Income Taxes
|
18,429
|
|
|
70,696
|
|
|
73,574
|
|
|||
Provision for Income Taxes
|
(10,325
|
)
|
|
(28,137
|
)
|
|
(29,429
|
)
|
|||
Net Income Including Noncontrolling Interest
|
8,104
|
|
|
42,559
|
|
|
44,145
|
|
|||
Less: Net Income (Loss) Attributable to Noncontrolling Interest
|
(747
|
)
|
|
86
|
|
|
(15
|
)
|
|||
Net Income Attributable to Titan Machinery Inc.
|
$
|
8,851
|
|
|
$
|
42,473
|
|
|
$
|
44,160
|
|
Earnings per Share - Note 1
|
|
|
|
|
|
||||||
Earnings per Share - Basic
|
$
|
0.42
|
|
|
$
|
2.02
|
|
|
$
|
2.21
|
|
Earnings per Share - Diluted
|
$
|
0.41
|
|
|
$
|
2.00
|
|
|
$
|
2.18
|
|
Weighted Average Common Shares - Basic
|
20,894
|
|
|
20,787
|
|
|
19,809
|
|
|||
Weighted Average Common Shares - Diluted
|
21,040
|
|
|
20,987
|
|
|
20,110
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net Income Including Noncontrolling Interest
|
$
|
8,104
|
|
|
$
|
42,559
|
|
|
$
|
44,145
|
|
Other Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
2,314
|
|
|
(299
|
)
|
|
(94
|
)
|
|||
Unrealized gain (loss) on net investment hedge derivative instruments (net of tax of $114 and ($325) for the years ended January 31, 2014 and 2013, respectively)
|
170
|
|
|
(509
|
)
|
|
—
|
|
|||
Unrealized loss on interest rate swap cash flow hedge derivative instruments (net of tax of ($490) for the year ended January 31, 2014)
|
(737
|
)
|
|
—
|
|
|
—
|
|
|||
Unrealized loss on foreign currency contract cash flow hedge derivative instruments (net of tax of ($85) for the year ended January 31, 2014)
|
(126
|
)
|
|
—
|
|
|
—
|
|
|||
Total Other Comprehensive Income (Loss)
|
1,621
|
|
|
(808
|
)
|
|
(94
|
)
|
|||
Comprehensive Income
|
9,725
|
|
|
41,751
|
|
|
44,051
|
|
|||
Comprehensive Loss Attributable to Noncontrolling Interest
|
(200
|
)
|
|
(57
|
)
|
|
(39
|
)
|
|||
Comprehensive Income Attributable to Titan Machinery Inc.
|
$
|
9,925
|
|
|
$
|
41,808
|
|
|
$
|
44,090
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Shares Outstanding
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gains (Losses) on Net Investment Hedges
|
|
Unrealized Losses on Interest Rate Swap Cash Flow Hedges
|
|
Unrealized Losses on Foreign Currency Contract Cash Flow Hedges
|
|
Total
|
|
Total Titan Machinery Inc. Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Stockholders' Equity
|
|||||||||||||||||||||||
BALANCE, JANUARY 31, 2011
|
17,917
|
|
|
—
|
|
|
$
|
140,466
|
|
|
$
|
74,091
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
214,557
|
|
|
$
|
—
|
|
|
$
|
214,557
|
|
|
Common stock issued in follow-on offering
|
2,760
|
|
|
—
|
|
|
74,898
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,898
|
|
|
—
|
|
|
74,898
|
|
|||||||||||
Common stock issued on grant of restricted stock, exercise of stock options and warrants, and tax benefits of equity awards
|
234
|
|
|
—
|
|
|
1,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,663
|
|
|
—
|
|
|
1,663
|
|
|||||||||||
Issuance of subsidiary shares to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
1,041
|
|
|
802
|
|
|||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
1,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,368
|
|
|
—
|
|
|
1,368
|
|
|||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
44,160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,160
|
|
|
(15
|
)
|
|
44,145
|
|
|||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
(70
|
)
|
|
(24
|
)
|
|
(94
|
)
|
|||||||||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,090
|
|
|
(39
|
)
|
|
44,051
|
|
|||||||||||
BALANCE, JANUARY 31, 2012
|
20,911
|
|
|
—
|
|
|
218,156
|
|
|
118,251
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
336,337
|
|
|
1,002
|
|
|
337,339
|
|
|||||||||||
Senior convertible notes offering
|
—
|
|
|
—
|
|
|
15,546
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,546
|
|
|
—
|
|
|
15,546
|
|
|||||||||||
Common stock issued on grant of restricted stock, exercise of stock options and warrants, and tax benefits of equity awards
|
181
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
1,189
|
|
|||||||||||
Issuance of subsidiary shares to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,464
|
|
|
2,464
|
|
|||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
1,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,630
|
|
|
—
|
|
|
1,630
|
|
|||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
42,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,473
|
|
|
86
|
|
|
42,559
|
|
|||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
(509
|
)
|
|
—
|
|
|
—
|
|
|
(665
|
)
|
|
(665
|
)
|
|
(143
|
)
|
|
(808
|
)
|
|||||||||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,808
|
|
|
(57
|
)
|
|
41,751
|
|
|||||||||||
BALANCE, JANUARY 31, 2013
|
21,092
|
|
|
—
|
|
|
236,521
|
|
|
160,724
|
|
|
(226
|
)
|
|
(509
|
)
|
|
—
|
|
|
—
|
|
|
(735
|
)
|
|
396,510
|
|
|
3,409
|
|
|
399,919
|
|
|||||||||||
Common stock issued on grant of restricted stock, exercise of stock options and warrants, and tax benefits of equity awards
|
147
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
254
|
|
|||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,131
|
|
|
—
|
|
|
2,131
|
|
|||||||||||
Other
|
22
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(638
|
)
|
|
(687
|
)
|
|||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
8,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,851
|
|
|
(747
|
)
|
|
8,104
|
|
|||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,767
|
|
|
170
|
|
|
(737
|
)
|
|
(126
|
)
|
|
1,074
|
|
|
1,074
|
|
|
547
|
|
|
1,621
|
|
|||||||||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,925
|
|
|
(200
|
)
|
|
9,725
|
|
|||||||||||
BALANCE, JANUARY 31, 2014
|
21,261
|
|
|
$
|
—
|
|
|
$
|
238,857
|
|
|
$
|
169,575
|
|
|
$
|
1,541
|
|
|
$
|
(339
|
)
|
|
$
|
(737
|
)
|
|
$
|
(126
|
)
|
|
$
|
339
|
|
|
$
|
408,771
|
|
|
$
|
2,571
|
|
|
$
|
411,342
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income including noncontrolling interest
|
$
|
8,104
|
|
|
$
|
42,559
|
|
|
$
|
44,145
|
|
Adjustments to reconcile net income including noncontrolling interest to net cash used for operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
30,794
|
|
|
23,464
|
|
|
15,263
|
|
|||
Impairment
|
9,997
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(4,939
|
)
|
|
6,108
|
|
|
16,029
|
|
|||
Stock-based compensation expense
|
2,131
|
|
|
1,630
|
|
|
1,368
|
|
|||
Noncash interest expense
|
4,537
|
|
|
3,440
|
|
|
535
|
|
|||
Other, net
|
(1,049
|
)
|
|
(1,171
|
)
|
|
(233
|
)
|
|||
Changes in assets and liabilities, net of purchase of equipment dealerships assets and assumption of liabilities
|
|
|
|
|
|
||||||
Receivables, prepaid expenses and other assets
|
13,067
|
|
|
(41,598
|
)
|
|
(32,695
|
)
|
|||
Inventories
|
(182,374
|
)
|
|
(169,919
|
)
|
|
(305,268
|
)
|
|||
Manufacturer floorplan payable
|
27,630
|
|
|
20,189
|
|
|
47,866
|
|
|||
Accounts payable, customer deposits, accrued expenses and other long-term liabilities
|
10,173
|
|
|
(2,739
|
)
|
|
36,428
|
|
|||
Income taxes
|
(314
|
)
|
|
2,712
|
|
|
(5,623
|
)
|
|||
Net Cash Used for Operating Activities
|
(82,243
|
)
|
|
(115,325
|
)
|
|
(182,185
|
)
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Rental fleet purchases
|
(783
|
)
|
|
(13,358
|
)
|
|
(2,642
|
)
|
|||
Property and equipment purchases (excluding rental fleet)
|
(18,227
|
)
|
|
(26,474
|
)
|
|
(18,780
|
)
|
|||
Net proceeds from sale of property and equipment
|
16,712
|
|
|
8,422
|
|
|
3,342
|
|
|||
Purchase of equipment dealerships, net of cash purchased
|
(4,848
|
)
|
|
(31,877
|
)
|
|
(48,448
|
)
|
|||
Other, net
|
69
|
|
|
(825
|
)
|
|
(99
|
)
|
|||
Net Cash Used for Investing Activities
|
(7,077
|
)
|
|
(64,112
|
)
|
|
(66,627
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from senior convertible notes offering, net of direct issuance costs of $4,753
|
—
|
|
|
145,247
|
|
|
—
|
|
|||
Proceeds from follow-on offering of common stock, net of underwriting discount of $4,166 and other direct costs of $286
|
—
|
|
|
—
|
|
|
74,898
|
|
|||
Net change in non-manufacturer floorplan payable
|
31,395
|
|
|
108,417
|
|
|
168,118
|
|
|||
Proceeds from long-term debt borrowings
|
143,918
|
|
|
113,967
|
|
|
37,832
|
|
|||
Principal payments on long-term debt
|
(133,960
|
)
|
|
(145,509
|
)
|
|
(30,067
|
)
|
|||
Proceeds from sale of subsidiary shares to noncontrolling interest holders
|
—
|
|
|
2,464
|
|
|
802
|
|
|||
Other, net
|
(1,550
|
)
|
|
(359
|
)
|
|
990
|
|
|||
Net Cash Provided by Financing Activities
|
39,803
|
|
|
224,227
|
|
|
252,573
|
|
|||
Effect of Exchange Rate Changes on Cash
|
(601
|
)
|
|
(272
|
)
|
|
(31
|
)
|
|||
Net Change in Cash
|
(50,118
|
)
|
|
44,518
|
|
|
3,730
|
|
|||
Cash at Beginning of Period
|
124,360
|
|
|
79,842
|
|
|
76,112
|
|
|||
Cash at End of Period
|
$
|
74,242
|
|
|
$
|
124,360
|
|
|
$
|
79,842
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the period
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
$
|
15,729
|
|
|
$
|
18,625
|
|
|
$
|
18,733
|
|
Interest
|
$
|
26,134
|
|
|
$
|
17,733
|
|
|
$
|
9,004
|
|
Supplemental Disclosures of Noncash Investing and Financing Activities
|
|
|
|
|
|
||||||
Net property and equipment financed with long-term debt
|
$
|
22,242
|
|
|
$
|
36,482
|
|
|
$
|
9,755
|
|
Net transfer of assets to property and equipment from inventories
|
$
|
41,582
|
|
|
$
|
15,374
|
|
|
$
|
36,377
|
|
Net transfer of financing to long-term debt from floorplan payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,696
|
|
•
|
CNH provides a significant percentage of the financing used by our customers to purchase CNH equipment from us.
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Numerator
|
|
|
|
|
|
||||||
Net Income Attributable to Titan Machinery Inc.
|
$
|
8,851
|
|
|
$
|
42,473
|
|
|
$
|
44,160
|
|
Net Income Allocated to Participating Securities
|
(129
|
)
|
|
(443
|
)
|
|
(409
|
)
|
|||
Net Income Attributable to Titan Machinery Inc. Common Stockholders
|
$
|
8,722
|
|
|
$
|
42,030
|
|
|
$
|
43,751
|
|
Denominator
|
|
|
|
|
|
||||||
Basic Weighted-Average Common Shares Outstanding
|
20,894
|
|
|
20,787
|
|
|
19,809
|
|
|||
Plus: Incremental Shares From Assumed Conversions of Stock Options and Warrants
|
146
|
|
|
200
|
|
|
301
|
|
|||
Diluted Weighted-Average Common Shares Outstanding
|
21,040
|
|
|
20,987
|
|
|
20,110
|
|
|||
Earnings per Share - Basic
|
$
|
0.42
|
|
|
$
|
2.02
|
|
|
$
|
2.21
|
|
Earnings per Share - Diluted
|
$
|
0.41
|
|
|
$
|
2.00
|
|
|
$
|
2.18
|
|
|
Amount
|
||
|
(in thousands)
|
||
Balance, January 31, 2012
|
$
|
455
|
|
Exit costs paid
|
(111
|
)
|
|
Balance, January 31, 2013
|
344
|
|
|
Exit costs incurred and charged to expense
|
308
|
|
|
Exit costs paid
|
(104
|
)
|
|
Balance, January 31, 2014
|
$
|
548
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||
|
(in thousands)
|
||||||
Trade accounts receivable
|
|
|
|
||||
Due from customers
|
$
|
53,870
|
|
|
$
|
45,222
|
|
Due from finance companies
|
20,154
|
|
|
47,967
|
|
||
Due from manufacturers
|
26,624
|
|
|
29,909
|
|
||
Total trade accounts receivable
|
100,648
|
|
|
123,098
|
|
||
Other receivables
|
909
|
|
|
1,025
|
|
||
|
101,557
|
|
|
124,123
|
|
||
Less allowance for doubtful accounts
|
(3,663
|
)
|
|
(2,337
|
)
|
||
|
$
|
97,894
|
|
|
$
|
121,786
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||
|
(in thousands)
|
||||||
New equipment
|
$
|
575,518
|
|
|
$
|
542,180
|
|
Used equipment
|
363,755
|
|
|
275,626
|
|
||
Parts and attachments
|
126,666
|
|
|
103,456
|
|
||
Work in process
|
10,039
|
|
|
7,954
|
|
||
|
$
|
1,075,978
|
|
|
$
|
929,216
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||
|
(in thousands)
|
||||||
Rental fleet equipment
|
$
|
145,007
|
|
|
$
|
105,681
|
|
Machinery and equipment
|
23,382
|
|
|
21,086
|
|
||
Vehicles
|
44,200
|
|
|
38,742
|
|
||
Furniture and fixtures
|
35,860
|
|
|
27,766
|
|
||
Land, buildings, and leasehold improvements
|
60,470
|
|
|
56,845
|
|
||
|
308,919
|
|
|
250,120
|
|
||
Less accumulated depreciation
|
(80,919
|
)
|
|
(55,479
|
)
|
||
|
$
|
228,000
|
|
|
$
|
194,641
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Covenants not to compete
|
$
|
2,498
|
|
|
$
|
(1,424
|
)
|
|
$
|
1,074
|
|
|
$
|
2,280
|
|
|
$
|
(1,008
|
)
|
|
$
|
1,272
|
|
Customer relationships
|
1,330
|
|
|
(1,119
|
)
|
|
211
|
|
|
1,314
|
|
|
(703
|
)
|
|
611
|
|
||||||
|
$
|
3,828
|
|
|
$
|
(2,543
|
)
|
|
$
|
1,285
|
|
|
$
|
3,594
|
|
|
$
|
(1,711
|
)
|
|
$
|
1,883
|
|
Years ending January 31,
|
Amount
|
||
|
(in thousands)
|
||
2015
|
$
|
599
|
|
2016
|
423
|
|
|
2017
|
143
|
|
|
2018
|
74
|
|
|
2019
|
27
|
|
|
Thereafter
|
19
|
|
|
|
$
|
1,285
|
|
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at January 31, 2012
|
$
|
7,333
|
|
|
$
|
564
|
|
|
$
|
785
|
|
|
$
|
8,682
|
|
Arising in completed business combinations
|
2,251
|
|
|
481
|
|
|
769
|
|
|
3,501
|
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
||||
Balance at January 31, 2013
|
9,584
|
|
|
1,045
|
|
|
1,577
|
|
|
12,206
|
|
||||
Arising in completed business combinations
|
—
|
|
|
149
|
|
|
—
|
|
|
149
|
|
||||
Impairment
|
—
|
|
|
(1,122
|
)
|
|
(830
|
)
|
|
(1,952
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
62
|
|
|
62
|
|
||||
Balance at January 31, 2014
|
$
|
9,584
|
|
|
$
|
72
|
|
|
$
|
809
|
|
|
$
|
10,465
|
|
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at January 31, 2012
|
$
|
19,765
|
|
|
$
|
3,767
|
|
|
$
|
872
|
|
|
$
|
24,404
|
|
Arising in completed business combinations
|
1,600
|
|
|
1,500
|
|
|
102
|
|
|
3,202
|
|
||||
Adjustments to business combinations completed in prior years
|
3,277
|
|
|
—
|
|
|
—
|
|
|
3,277
|
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
||||
Balance at January 31, 2013
|
24,642
|
|
|
5,267
|
|
|
994
|
|
|
30,903
|
|
||||
Arising in completed business combinations
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
||||
Impairment
|
—
|
|
|
(5,338
|
)
|
|
(923
|
)
|
|
(6,261
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
38
|
|
|
38
|
|
||||
Balance at January 31, 2014
|
$
|
24,642
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
24,751
|
|
i.
|
During any fiscal quarter commencing after July 31, 2012, if for at least 20 trading days (whether or not consecutive) during the
30
consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of the Company's common stock on such trading day is greater than or equal to
120%
of the applicable conversion price on such trading day.
|
ii.
|
During the
five
consecutive business day period immediately following any
five
consecutive trading day period in which, for each trading day of that period, the trading price per $1,000 principal amount of the Senior Convertible Notes is less than
98%
of the product of the last reported sale price of the Company's common stock on such trading day and the applicable conversion rate on such trading day.
|
iii.
|
If the Company calls any or all of the Senior Convertible Notes for redemption at any time prior to the close of business on the business day immediately preceding the redemption date.
|
iv.
|
Upon the occurrence of corporate transactions specified in the Indenture.
|
v.
|
At any time on and after February 1, 2019 until the close of business on the business day immediately preceding the maturity date.
|
|
April 24, 2012
|
||
|
(in thousands)
|
||
Principal value
|
$
|
150,000
|
|
Less: transaction costs
|
(4,753
|
)
|
|
Net proceeds, senior convertible notes
|
$
|
145,247
|
|
Amounts recognized at issuance:
|
|
||
Senior convertible notes, net
|
$
|
123,319
|
|
Additional paid-in capital
|
15,546
|
|
|
Transaction costs allocated to the liability component
|
(3,907
|
)
|
|
Long-term deferred tax liability
|
10,289
|
|
|
Net proceeds, senior convertible notes
|
$
|
145,247
|
|
|
January 31, 2014
|
||
|
(in thousands, except conversion rate and conversion price)
|
||
Principal value
|
$
|
150,000
|
|
Unamortized debt discount
|
(21,107
|
)
|
|
Carrying value of senior convertible notes
|
$
|
128,893
|
|
|
|
||
Carrying value of equity component, net of deferred taxes
|
$
|
15,546
|
|
|
|
||
Conversion rate (shares of common stock per $1,000 principal amount of notes)
|
23.1626
|
|
|
Conversion price (per share of common stock)
|
$
|
43.17
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||
|
(in thousands)
|
||||||
Fixed rate notes payable to Wells Fargo Bank, N.A., interest rate of 3.46%, monthly interest payments with the principal payment due February 2015, secured by rental fleet equipment
|
$
|
33,982
|
|
|
$
|
42,634
|
|
Fixed rate notes payable to various finance and other companies, interest rates primarily ranging from 3.4% to 10.23%, due in monthly installments including interest and various maturity dates through December 2028, secured by fixed assets
|
15,878
|
|
|
12,403
|
|
||
Working Capital Line payable to Wells Fargo (see details in Note 6)
|
47,823
|
|
|
7,138
|
|
||
Variable rate notes payable to GE Commercial Distribution Finance Corporation, interest rate of LIBOR + 4.1%, monthly installment payments including interest, secured by rental fleet equipment
|
—
|
|
|
4,869
|
|
||
Other
|
41
|
|
|
116
|
|
||
|
97,724
|
|
|
67,160
|
|
||
Less current maturities
|
(2,192
|
)
|
|
(10,568
|
)
|
||
|
$
|
95,532
|
|
|
$
|
56,592
|
|
Years Ending January 31,
|
Amount
|
||
|
(in thousands)
|
||
2015
|
$
|
2,192
|
|
2016
|
36,765
|
|
|
2017
|
3,539
|
|
|
2018
|
739
|
|
|
2019
|
48,239
|
|
|
Thereafter
|
6,250
|
|
|
|
$
|
97,724
|
|
|
Notional Amount as of:
|
||||||
|
January 31, 2014
|
|
January 31, 2013
|
||||
|
(in thousands)
|
||||||
Net Investment Hedge:
|
|
|
|
||||
Foreign currency contracts
|
$
|
43,742
|
|
|
$
|
—
|
|
Cash Flow Hedges:
|
|
|
|
||||
Interest rate swap
|
100,000
|
|
|
—
|
|
||
Foreign currency contracts
|
4,754
|
|
|
—
|
|
||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
||||
Foreign currency contracts
|
44,775
|
|
|
3,898
|
|
|
Fair Value as of:
|
|
|
||||||
|
January 31, 2014
|
|
January 31, 2013
|
|
Balance Sheet Location
|
||||
|
(in thousands)
|
|
|
||||||
Asset Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Net investment hedges:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
157
|
|
|
$
|
—
|
|
|
Prepaid expenses and other
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency contracts
|
279
|
|
|
—
|
|
|
Prepaid expenses and other
|
||
Total Asset Derivatives
|
$
|
436
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||
Liability Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
||||
Interest rate swap
|
$
|
1,227
|
|
|
$
|
—
|
|
|
Accrued expenses
|
Foreign currency contracts
|
211
|
|
|
—
|
|
|
Accrued expenses
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency contracts
|
—
|
|
|
86
|
|
|
Accrued expenses
|
||
Total Liability Derivatives
|
$
|
1,438
|
|
|
$
|
86
|
|
|
|
|
2014
|
|
2013
|
|
|
||||||||||||
|
Amount of Gain (Loss) Recognized in
|
|
Amount of Gain (Loss) Recognized in
|
|
|
||||||||||||
|
Other Comprehensive Income
|
|
Income
|
|
Other Comprehensive Income
|
|
Income
|
|
Income Statement Classification
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
|
|
||||||||||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
284
|
|
|
$
|
—
|
|
|
$
|
(834
|
)
|
|
$
|
(365
|
)
|
|
Interest and other income
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
(1,227
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
||||
Foreign currency contracts
|
(211
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
—
|
|
|
(720
|
)
|
|
—
|
|
|
(1,430
|
)
|
|
Interest and other income
|
||||
Total Derivatives
|
$
|
(1,154
|
)
|
|
$
|
(720
|
)
|
|
$
|
(834
|
)
|
|
$
|
(1,795
|
)
|
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||
|
(in thousands)
|
||||||
Compensation
|
$
|
19,533
|
|
|
$
|
18,025
|
|
Sales, payroll, real estate and value added taxes
|
6,405
|
|
|
4,930
|
|
||
Interest
|
2,299
|
|
|
2,389
|
|
||
Insurance
|
2,641
|
|
|
1,087
|
|
||
Deferred revenue
|
1,115
|
|
|
1,067
|
|
||
Derivative liabilities
|
1,438
|
|
|
86
|
|
||
Other
|
3,537
|
|
|
2,006
|
|
||
|
$
|
36,968
|
|
|
$
|
29,590
|
|
Years ending January 31,
|
Amount
|
||
|
(in thousands)
|
||
2015
|
$
|
22,481
|
|
2016
|
19,315
|
|
|
2017
|
17,483
|
|
|
2018
|
16,288
|
|
|
2019
|
15,095
|
|
|
Thereafter
|
100,009
|
|
|
|
$
|
190,671
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Currently payable (receivable)
|
|
|
|
|
|
||||||
Federal
|
$
|
13,086
|
|
|
$
|
17,588
|
|
|
$
|
9,342
|
|
Foreign
|
149
|
|
|
287
|
|
|
(10
|
)
|
|||
State
|
2,029
|
|
|
4,154
|
|
|
4,068
|
|
|||
Deferred
|
(4,939
|
)
|
|
6,108
|
|
|
16,029
|
|
|||
|
$
|
10,325
|
|
|
$
|
28,137
|
|
|
$
|
29,429
|
|
|
2014
|
|
2013
|
|
2012
|
|||
U.S. statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign statutory rates
|
2.9
|
%
|
|
(0.4
|
)%
|
|
—
|
%
|
State taxes on income net of federal tax benefit
|
4.5
|
%
|
|
4.7
|
%
|
|
4.9
|
%
|
Valuation allowances
|
10.3
|
%
|
|
—
|
%
|
|
—
|
%
|
All other, net
|
3.3
|
%
|
|
0.5
|
%
|
|
0.1
|
%
|
|
56.0
|
%
|
|
39.8
|
%
|
|
40.0
|
%
|
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventory allowances
|
$
|
8,313
|
|
|
$
|
5,146
|
|
Accrued liabilities and other
|
2,943
|
|
|
1,682
|
|
||
Stock-based compensation
|
932
|
|
|
630
|
|
||
Receivables
|
1,378
|
|
|
899
|
|
||
Net operating losses
|
1,204
|
|
|
430
|
|
||
Other
|
888
|
|
|
315
|
|
||
Total deferred tax assets
|
15,658
|
|
|
9,102
|
|
||
Valuation allowances
|
(1,898
|
)
|
|
—
|
|
||
Deferred tax assets, net of valuation allowances
|
13,760
|
|
|
9,102
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
(38,876
|
)
|
|
$
|
(36,124
|
)
|
Senior convertible notes
|
(8,076
|
)
|
|
(9,391
|
)
|
||
Intangibles
|
(459
|
)
|
|
(2,452
|
)
|
||
Other
|
—
|
|
|
(189
|
)
|
||
Total deferred tax liabilities
|
$
|
(47,411
|
)
|
|
$
|
(48,156
|
)
|
|
Number of Options
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Weighted Average Remaining Contractual Life (Years)
|
|||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||
Outstanding at January 31, 2013
|
386
|
|
|
$
|
11.64
|
|
|
$
|
6,665
|
|
|
4.8
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(10
|
)
|
|
8.33
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at January 31, 2014
|
376
|
|
|
$
|
11.72
|
|
|
$
|
2,336
|
|
|
3.8
|
Exercisable at January 31, 2014
|
347
|
|
|
$
|
11.10
|
|
|
$
|
2,297
|
|
|
3.7
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Exercise Prices
|
|
Number
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Weighted Average Exercise Price
|
|
Number
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Weighted Average Exercise Price
|
||||||
|
|
(in thousands)
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
||||||
$ 4.00-4.50
|
|
58
|
|
|
2.3
|
|
$
|
4.46
|
|
|
58
|
|
|
2.3
|
|
$
|
4.46
|
|
7.50-10.20
|
|
195
|
|
|
3.8
|
|
8.35
|
|
|
193
|
|
|
3.8
|
|
8.33
|
|
||
11.15-14.69
|
|
24
|
|
|
4.8
|
|
12.01
|
|
|
18
|
|
|
4.8
|
|
12.07
|
|
||
21.21-26.84
|
|
99
|
|
|
4.5
|
|
22.47
|
|
|
78
|
|
|
4.5
|
|
22.53
|
|
||
|
|
376
|
|
|
3.8
|
|
$
|
11.72
|
|
|
347
|
|
|
3.7
|
|
$
|
11.10
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average Remaining Contractual Life (Years)
|
|||
|
(in thousands)
|
|
|
|
|
|||
Nonvested at January 31, 2013
|
255
|
|
|
$
|
22.09
|
|
|
3.0
|
Granted
|
140
|
|
|
20.92
|
|
|
|
|
Forfeited
|
(7
|
)
|
|
24.02
|
|
|
|
|
Vested
|
(67
|
)
|
|
19.60
|
|
|
|
|
Nonvested at January 31, 2014
|
321
|
|
|
$
|
22.05
|
|
|
3.3
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Cash
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
99
|
|
Receivables
|
270
|
|
|
2,804
|
|
|
5,362
|
|
|||
Inventories
|
2,658
|
|
|
29,120
|
|
|
49,818
|
|
|||
Prepaid expenses and other
|
—
|
|
|
352
|
|
|
694
|
|
|||
Deferred income taxes
|
—
|
|
|
—
|
|
|
13
|
|
|||
Property and equipment
|
2,119
|
|
|
4,831
|
|
|
11,238
|
|
|||
Intangible assets
|
182
|
|
|
4,029
|
|
|
6,653
|
|
|||
Goodwill
|
71
|
|
|
6,479
|
|
|
6,033
|
|
|||
|
$
|
5,302
|
|
|
$
|
47,618
|
|
|
$
|
79,910
|
|
Accounts payable
|
$
|
—
|
|
|
$
|
3,119
|
|
|
$
|
1,120
|
|
Floorplan payable
|
—
|
|
|
7,572
|
|
|
17,389
|
|
|||
Customer deposits
|
4
|
|
|
1,586
|
|
|
1,143
|
|
|||
Accrued expenses
|
—
|
|
|
21
|
|
|
37
|
|
|||
Income taxes payable
|
—
|
|
|
—
|
|
|
390
|
|
|||
Long-term debt
|
—
|
|
|
—
|
|
|
585
|
|
|||
Deferred income taxes
|
—
|
|
|
—
|
|
|
1,440
|
|
|||
|
$
|
4
|
|
|
$
|
12,298
|
|
|
$
|
22,104
|
|
Cash consideration
|
4,850
|
|
|
31,880
|
|
|
48,547
|
|
|||
Non-cash consideration: liabilities incurred
|
448
|
|
|
3,440
|
|
|
9,259
|
|
|||
Total consideration
|
$
|
5,298
|
|
|
$
|
35,320
|
|
|
$
|
57,806
|
|
Goodwill related to the Agriculture operating segment
|
$
|
—
|
|
|
$
|
4,877
|
|
|
$
|
3,434
|
|
Goodwill related to the Construction operating segment
|
$
|
71
|
|
|
$
|
1,500
|
|
|
$
|
1,706
|
|
Goodwill related to the International operating segment
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
893
|
|
|
|
|
|
|
|
||||||
Goodwill expected to be deductible for tax purposes
|
$
|
71
|
|
|
$
|
6,107
|
|
|
$
|
4,730
|
|
|
January 31, 2014
|
|
January 31, 2013
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
436
|
|
|
$
|
—
|
|
|
$
|
436
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Financial Assets
|
$
|
—
|
|
|
$
|
436
|
|
|
$
|
—
|
|
|
$
|
436
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
(1,227
|
)
|
|
$
|
—
|
|
|
$
|
(1,227
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency contracts
|
—
|
|
|
(211
|
)
|
|
—
|
|
|
(211
|
)
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
(86
|
)
|
||||||||
Total Financial Liabilities
|
$
|
—
|
|
|
$
|
(1,438
|
)
|
|
$
|
—
|
|
|
$
|
(1,438
|
)
|
|
$
|
—
|
|
|
$
|
(86
|
)
|
|
$
|
—
|
|
|
$
|
(86
|
)
|
|
January 31, 2014
|
|
January 31, 2013
|
||||||||||||||||||||
|
Estimated Fair Value
|
|
Carrying Value
|
|
Face Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Face Value
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Senior convertible notes
|
$
|
128,522
|
|
|
$
|
128,893
|
|
|
$
|
150,000
|
|
|
$
|
152,760
|
|
|
$
|
125,666
|
|
|
$
|
150,000
|
|
|
January 31, 2014
|
|
January 31, 2013
|
|
January 31, 2012
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Agriculture
|
$
|
1,765,821
|
|
|
$
|
1,827,023
|
|
|
$
|
1,435,387
|
|
Construction
|
405,822
|
|
|
380,295
|
|
|
279,152
|
|
|||
International
|
145,884
|
|
|
72,510
|
|
|
5,907
|
|
|||
Segment revenue
|
2,317,527
|
|
|
2,279,828
|
|
|
1,720,446
|
|
|||
Eliminations
|
(91,081
|
)
|
|
(81,408
|
)
|
|
(61,454
|
)
|
|||
Total
|
$
|
2,226,446
|
|
|
$
|
2,198,420
|
|
|
$
|
1,658,992
|
|
Income (Loss) Before Income Taxes
|
|
|
|
|
|
||||||
Agriculture
|
$
|
59,574
|
|
|
$
|
83,256
|
|
|
$
|
73,953
|
|
Construction
|
(28,083
|
)
|
|
(4,708
|
)
|
|
5,461
|
|
|||
International
|
(5,544
|
)
|
|
541
|
|
|
458
|
|
|||
Segment income (loss) before income taxes
|
25,947
|
|
|
79,089
|
|
|
79,872
|
|
|||
Shared Resources
|
(6,650
|
)
|
|
(6,902
|
)
|
|
(5,993
|
)
|
|||
Eliminations
|
(868
|
)
|
|
(1,491
|
)
|
|
(305
|
)
|
|||
Income before income taxes
|
$
|
18,429
|
|
|
$
|
70,696
|
|
|
$
|
73,574
|
|
Impairment
|
|
|
|
|
|
||||||
Agriculture
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Construction
|
8,243
|
|
|
—
|
|
|
—
|
|
|||
International
|
1,754
|
|
|
—
|
|
|
—
|
|
|||
Segment impairment
|
9,997
|
|
|
—
|
|
|
—
|
|
|||
Shared Resources
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
9,997
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
January 31, 2014
|
|
January 31, 2013
|
|
January 31, 2012
|
||||||
|
(in thousands)
|
||||||||||
Interest Income
|
|
|
|
|
|
||||||
Agriculture
|
$
|
270
|
|
|
$
|
181
|
|
|
$
|
117
|
|
Construction
|
638
|
|
|
510
|
|
|
299
|
|
|||
International
|
102
|
|
|
—
|
|
|
—
|
|
|||
Segment interest income
|
1,010
|
|
|
691
|
|
|
416
|
|
|||
Shared Resources
|
22
|
|
|
13
|
|
|
—
|
|
|||
Total
|
$
|
1,032
|
|
|
$
|
704
|
|
|
$
|
416
|
|
Interest Expense
|
|
|
|
|
|
||||||
Agriculture
|
$
|
16,052
|
|
|
$
|
13,324
|
|
|
$
|
10,601
|
|
Construction
|
10,751
|
|
|
8,634
|
|
|
3,267
|
|
|||
International
|
4,562
|
|
|
957
|
|
|
5
|
|
|||
Segment interest expense
|
31,365
|
|
|
22,915
|
|
|
13,873
|
|
|||
Shared Resources
|
(810
|
)
|
|
(153
|
)
|
|
(4,203
|
)
|
|||
Total
|
$
|
30,555
|
|
|
$
|
22,762
|
|
|
$
|
9,670
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Agriculture
|
$
|
8,196
|
|
|
$
|
7,056
|
|
|
$
|
5,497
|
|
Construction
|
18,064
|
|
|
13,546
|
|
|
7,568
|
|
|||
International
|
1,110
|
|
|
340
|
|
|
—
|
|
|||
Segment depreciation and amortization
|
27,370
|
|
|
20,942
|
|
|
13,065
|
|
|||
Shared Resources
|
3,424
|
|
|
2,522
|
|
|
2,198
|
|
|||
Total
|
$
|
30,794
|
|
|
$
|
23,464
|
|
|
$
|
15,263
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
Agriculture
|
$
|
4,634
|
|
|
$
|
7,470
|
|
|
$
|
6,145
|
|
Construction
|
2,752
|
|
|
16,175
|
|
|
9,447
|
|
|||
International
|
4,015
|
|
|
1,070
|
|
|
—
|
|
|||
Segment capital expenditures
|
11,401
|
|
|
24,715
|
|
|
15,592
|
|
|||
Shared Resources
|
7,609
|
|
|
15,117
|
|
|
5,830
|
|
|||
Total
|
$
|
19,010
|
|
|
$
|
39,832
|
|
|
$
|
21,422
|
|
Total Assets
|
|
|
|
|
|
||||||
Agriculture
|
$
|
943,212
|
|
|
$
|
781,382
|
|
|
$
|
766,075
|
|
Construction
|
308,525
|
|
|
346,554
|
|
|
250,474
|
|
|||
International
|
195,534
|
|
|
119,132
|
|
|
15,023
|
|
|||
Segment assets
|
1,447,271
|
|
|
1,247,068
|
|
|
1,031,572
|
|
|||
Shared Resources
|
$
|
120,335
|
|
|
$
|
199,849
|
|
|
$
|
57,882
|
|
Eliminations
|
(2,958
|
)
|
|
(2,843
|
)
|
|
(1,382
|
)
|
|||
Total
|
$
|
1,564,648
|
|
|
$
|
1,444,074
|
|
|
$
|
1,088,072
|
|
|
Revenue
|
|
Gross Profit
|
|
Net Income Attributable to Titan Machinery Inc.
|
|
Earnings per Share-Basic
|
|
Earnings per Share-Diluted
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
$
|
441,674
|
|
|
$
|
73,948
|
|
|
$
|
(414
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
Second quarter
|
488,180
|
|
|
83,542
|
|
|
3,833
|
|
|
0.18
|
|
|
0.18
|
|
|||||
Third quarter
|
587,961
|
|
|
93,606
|
|
|
5,825
|
|
|
0.27
|
|
|
0.27
|
|
|||||
Fourth quarter
|
708,631
|
|
|
96,978
|
|
|
(393
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
$
|
421,723
|
|
|
$
|
70,409
|
|
|
$
|
7,597
|
|
|
$
|
0.36
|
|
|
$
|
0.36
|
|
Second quarter
|
410,071
|
|
|
70,364
|
|
|
5,209
|
|
|
0.25
|
|
|
0.25
|
|
|||||
Third quarter
|
582,112
|
|
|
94,059
|
|
|
14,061
|
|
|
0.67
|
|
|
0.66
|
|
|||||
Fourth quarter
|
784,514
|
|
|
104,529
|
|
|
15,606
|
|
|
0.74
|
|
|
0.73
|
|
Classification
|
Beginning Balance
|
|
Additions Charged to Expenses
|
|
Deductions for Write-offs, Net of Recoveries
|
|
Ending Balance
|
||||||||
|
(in thousands)
|
||||||||||||||
Valuation reserve deduction from receivables:
|
|
|
|
|
|
|
|
||||||||
Year Ended January 31, 2014
|
$
|
2,337
|
|
|
$
|
4,804
|
|
|
$
|
(3,478
|
)
|
|
$
|
3,663
|
|
Year Ended January 31, 2013
|
720
|
|
|
3,218
|
|
|
(1,601
|
)
|
|
2,337
|
|
||||
Year Ended January 31, 2012
|
429
|
|
|
1,245
|
|
|
(954
|
)
|
|
720
|
|
(a)
|
Documents filed as part of this report.
|
(1)
|
Financial Statements. The following financi
al statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
|
(2)
|
Financial Statement Schedules. The following consolidated financial statement schedule is included in Item 8:
|
(3)
|
Exhibits. See the Exhibit Index to our Form 10-K immediately following the signature page to this Annual Report on Form 10-K
|
By
|
|
/s/ DAVID J. MEYER
|
|
By
|
|
/s/ MARK P. KALVODA
|
|
|
David J. Meyer,
Board Chair and Chief Executive Officer
|
|
|
|
Mark P. Kalvoda,
Chief Financial Officer
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ DAVID J. MEYER
|
|
Board Chair and Chief Executive Officer (principal executive officer)
|
|
April 10, 2014
|
David J. Meyer
|
|
|
|
|
|
|
|
|
|
/s/ PETER J. CHRISTIANSON
|
|
President and Director
|
|
April 10, 2014
|
Peter J. Christianson
|
|
|
|
|
|
|
|
|
|
/s/ MARK P. KALVODA
|
|
Chief Financial Officer (principal financial officer and principal accounting officer)
|
|
April 10, 2014
|
Mark P. Kalvoda
|
|
|
|
|
|
|
|
|
|
/s/ TONY CHRISTIANSON
|
|
Director
|
|
April 10, 2014
|
Tony Christianson
|
|
|
|
|
|
|
|
|
|
/s/ JAMES WILLIAMS
|
|
Director
|
|
April 10, 2014
|
James Williams
|
|
|
|
|
|
|
|
|
|
/s/ JAMES IRWIN
|
|
Director
|
|
April 10, 2014
|
James Irwin
|
|
|
|
|
|
|
|
|
|
/s/ JOHN BODE
|
|
Director
|
|
April 10, 2014
|
John Bode
|
|
|
|
|
|
|
|
|
|
/s/ THEODORE WRIGHT
|
|
Director
|
|
April 10, 2014
|
Theodore Wright
|
|
|
|
|
|
|
|
|
|
/s/ STANLEY DARDIS
|
|
Director
|
|
April 10, 2014
|
Stanley Dardis
|
|
|
|
|
No.
|
|
|
Description
|
3.1
|
|
|
Certificate of Incorporation of the registrant, as amended (incorporated herein by reference to Exhibit 3.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 10, 2012).
|
|
|
|
|
3.2
|
|
|
Bylaws of the registrant, as amended (incorporated herein by reference to Exhibit 3.2 of the registrant's Annual Report on Form 10-K filed with the Commission on April 16, 2009).
|
|
|
|
|
4.1
|
|
|
Specimen Certificate representing shares of common stock of Titan Machinery Inc. (incorporated by reference to Exhibit 4.1 of the registrant's Amendment No. 6 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on December 5, 2007).
|
|
|
|
|
4.2
|
|
|
Common Stock Purchase Warrant, dated April 7, 2003, in favor of Cherry Tree Securities, LLC (incorporated by reference to Exhibit 4.2 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).
|
|
|
|
|
4.3
|
|
|
Common Stock Purchase Warrant, dated August 1, 2004, in favor of Cherry Tree Securities, LLC (incorporated by reference to Exhibit 4.3 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).
|
|
|
|
|
4.4
|
|
|
Form of Director Warrant (incorporated by reference to Exhibit 4.6 of the registrant's Amendment No. 6 to Registration Statement Form S-1, Reg. No. 333-145526, filed with the Commission on December 3, 2007).
|
|
|
|
|
4.5
|
|
|
Indenture, dated as of April 24, 2012, by and between the registrant and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed with the Commission on April 24, 2012).
|
|
|
|
|
10.1
|
|
|
2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
|
10.2
|
|
|
Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013).**
|
|
|
|
|
10.3
|
|
|
Amended and Restated Employment Agreement, dated March 6, 2013, between Peter Christianson and the registrant (incorporated herein by reference to Exhibit 10.3 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013).**
|
|
|
|
|
10.4
|
|
|
[Reserved]
|
|
|
|
|
10.5
|
|
|
Agricultural Equipment Sales & Service Agreement, dated December 31, 2002, between Case, LLC and the registrant (incorporated herein by reference to Exhibit 10.5 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.6
|
|
|
Construction Equipment Sales & Service Agreement, dated effective April 8, 2003, between Case, LLC and the registrant (incorporated herein by reference to Exhibit 10.6 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.7
|
|
|
Dealer Agreement, dated April 14, 2003, between New Holland North America, Inc. and the registrant, as amended December 27, 2005 and December 9, 2006 (incorporated herein by reference to the Exhibit 10.7 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.8
|
|
|
Construction Equipment Sales & Service Agreement, dated effective June 15, 2006, between CNH America, LLC and the registrant (incorporated herein by reference to Exhibit 10.8 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.9
|
|
|
Dealer Agreement, effective February 20, 2007, between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.9 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.10
|
|
|
Dealer Agreement, dated effective June 22, 2006, between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.10 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.11
|
|
|
Dealer Agreements, dated effective April 1, 2006, between CNH America and the registrant (incorporated herein by reference to Exhibit 10.11 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
No.
|
|
|
Description
|
10.12
|
|
|
Dealer Agreement, dated April 1, 2005, between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.12 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.13
|
|
|
Dealer Agreement, dated effective January 1, 2000 between New Holland North America, Inc. and the registrant (incorporated herein by reference to Exhibit 10.13 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.14
|
|
|
Dealer Security Agreements between New Holland North America, Inc. and the registrant (incorporated herein by reference to Exhibit 10.14 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.15
|
|
|
Dealer Security Agreements between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.15 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.16
|
|
|
Lease by and between Rocking Horse Farm, LLC and the registrant, dated August 2, 2004, and Addendum No. 1 thereto dated September 13, 2005 (incorporated herein by reference to Exhibit 10.16 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.17
|
|
|
Wholesale Floor Plan Credit Facility and Security Agreement, dated as of February 21, 2006, between CNH Capital America LLC and the registrant (incorporated herein by reference to Exhibit 10.17 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.18
|
|
|
Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on June 6, 2011).
|
|
|
|
|
10.19
|
|
|
Letter Agreement with CNH Capital America, LLC dated February 19, 2010 (incorporated herein by reference to Exhibit 10.43 of the registrant's Annual Report on Form 10-K filed with the Commission on April 15, 2010).
|
|
|
|
|
10.20
|
|
|
Shareholder Rights Agreement, dated April 7, 2003, by and between the registrant and the individuals listed on Schedule A (incorporated herein by reference to Exhibit 10.20 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.21
|
|
|
Amendment No. 1 to Shareholder Rights Agreement, dated January 31, 2006, by and between the registrant and the individuals listed on Schedule A (incorporated herein by reference to Exhibit 10.21 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
|
10.22
|
|
|
Form of Incentive Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.22 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
|
10.23
|
|
|
Form of Non-Qualified Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.23 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
|
10.24
|
|
|
Form of Restricted Stock Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.24 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
|
10.25
|
|
|
Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement, dated November 13, 2007, between CNH Capital America LLC and the registrant (incorporated herein by reference to Exhibit 10.25 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.26
|
|
|
Consent and Agreement, dated November 13, 2007, between CNH Capital America LLC and the registrant (incorporated herein by reference to Exhibit 10.26 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.27
|
|
|
Amendment to Case IH Agricultural Equipment Sales and Service Agreement, dated November 14, 2007, between CNH America LLC and Red Power International, Inc. (incorporated herein by reference to Exhibit 10.27 in the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.28
|
|
|
Amendment to Case IH Agricultural Equipment Sales and Service Agreements, dated November 14, 2007, between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.28 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
No.
|
|
|
Description
|
10.29
|
|
|
Amendment to Case Construction Equipment Sales and Service Agreements, dated November 14, 2007, between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.29 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.30
|
|
|
Amendment to Kobelco Construction Machinery America LLC Dealer Agreement, dated November 14, 2007, between Kobelco Construction Machinery America LLC and the registrant (incorporated herein by reference to Exhibit 10.30 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.31
|
|
|
Amendment to CNH America LLC Dealer Agreement for New Holland Construction Products, dated November 14, 2007, between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.31 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.32
|
|
|
Amendment to CNH America LLC Dealer Agreement for New Holland Agricultural Equipment, dated November 14, 2007, between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.32 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.33
|
|
|
Recapitalization Agreement, dated effective August 16, 2007, among the registrant, David J. Meyer, C.I. Farm Power, Inc., Peter Christianson, Adam Smith Growth Partners, L.P., Adam Smith Companies, LLC, Tony J. Christianson, Adam Smith Activist Fund, LLC, David Christianson and Earl Christianson (incorporated herein by reference to Exhibit 10.33 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.34
|
|
|
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.34 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2012).
|
|
|
|
|
10.35
|
|
|
Agreement, dated July 17, 2007, between Cherry Tree Securities, LLC and the registrant (incorporated herein by reference to Exhibit 10.35 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
|
10.36
|
|
|
[Reserved]
|
|
|
|
|
10.37*
|
|
|
Titan Machinery Inc. Fiscal 2015 Non-Employee Director Compensation Plan (incorporated herein by reference to Exhibit 10.37 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013).**
|
|
|
|
|
10.38
|
|
|
Titan Machinery Inc. Executive Bonus Plan (incorporated by reference to Exhibit 10.38 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2012).**
|
|
|
|
|
10.39*
|
|
|
Compensation Arrangements for Executive Officers**
|
|
|
|
|
10.40
|
|
|
[Reserved]
|
|
|
|
|
10.41
|
|
|
Letter Agreement with CNH Capital America, LLC dated November 25, 2009 (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 10, 2009).
|
|
|
|
|
10.42
|
|
|
Second Amended and Restated Agreement for Wholesale Financing, dated March 12, 2010, between GE Commercial Distribution Finance Corporation and the registrant (incorporated herein by reference to the Exhibit 10.42 of the registrant's Annual Report on Form 10-K filed with the Commission on April 15, 2010).
|
|
|
|
|
10.43
|
|
|
Amended and Restated Credit Agreement dated as of March 30, 2012 by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institutions Party Thereto (incorporated by reference to Exhibit 10.43 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2012).
|
|
|
|
|
10.44
|
|
|
Amended and Restated Security Agreement dated as of March 30, 2012 by and between the registrant and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.44 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2012).
|
|
|
|
|
10.45
|
|
|
Amendment dated October 27, 2011 to Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement, by and between the registrant and CNH 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 9, 2011).
|
|
|
|
|
10.46
|
|
|
Letter Agreement with CNH Capital America, LLC dated September 30, 2011 (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 9, 2011).
|
|
|
|
|
10.47
|
|
|
Letter Agreement with CNH Capital America, LLC dated November 20, 2012 (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).
|
|
|
|
No.
|
|
|
Description
|
10.48
|
|
|
First Amendment, dated as of December 4, 2012, to Amended and Restated Credit Agreement by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institutions Party Thereto (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 6, 2012).
|
|
|
|
|
10.49
|
|
|
Letter Agreement with CNH Capital America, LLC dated February 15, 2013 (incorporated herein by reference to Exhibit 10.49 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013).**
|
|
|
|
|
10.50
|
|
|
Purchase Agreement, dated April 18, 2012, by and among the registrant and certain initial purchasers (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on April 24, 2012).
|
|
|
|
|
10.51
|
|
|
Amended and Restated Wholesale Financing Plan, dated as of October 31, 2013, by and among the registrant and Agricredit Acceptance LLC (incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q field with the Commission on December 5, 2013).
|
|
|
|
|
10.52
|
|
|
Second Amendment, dated as of November 14, 2013, to Amended and Restated Credit Agreement by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institutions Party Thereto
(incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q field with the Commission on December 5, 2013). |
|
|
|
|
10.53*
|
|
|
Third Amendment, dated as of April 3, 2014, to Amended and Restated Credit Agreement by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institutions Party Thereto.
|
|
|
|
|
10.54*
|
|
|
Amendment to Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant.**
|
|
|
|
|
10.55*
|
|
|
Amendment to Amended and Restated Employment Agreement, dated March 6, 2013, between Peter Christianson and the registrant.**
|
|
|
|
|
21.1*
|
|
|
Subsidiaries of Titan Machinery Inc.
|
|
|
|
|
23.1*
|
|
|
Consent of Eide Bailly, LLP
|
|
|
|
|
23.2*
|
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
24.1
|
|
|
Power of Attorney (Included on Signature Page)
|
|
|
|
|
31.1*
|
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
31.2*
|
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.1*
|
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.2*
|
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101+
|
|
|
The following materials from Titan Machinery Inc.'s Annual Report on Form 10-K for the year ended January 31, 2013 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of January 31, 2013 and 2012, (ii) the Consolidated Statements of Operations for the years ended January 31, 2013, 2012 and 2011, (iii) the Consolidated Statements of Comprehensive Income for the years ended January 31, 2013, 2012 and 2011, (iv) the Consolidated Statements of Stockholders' Equity for the years ended January 31, 22013, 2012 and 2011 (v) the Consolidated Statements of Cash Flows for the years ended January 31, 2013, 2012 and 2011, and (vi) the Notes to the Consolidated Financial Statements.
|
*
|
Filed herewith
|
+
|
Furnished herewith
|
**
|
Indicates management contract or compensatory plan or arrangement.
|
•
|
an annual cash retainer of $50,000;
|
•
|
an annual grant of $70,000 worth of restricted stock on the first trading day of the second month of the second quarter (1) (per the terms of the Company’s equity awards grant policy) which provides for the lapse of restrictions on the first anniversary of the date of grant;
|
•
|
an additional retainer of $25,000 for the Audit Committee Chair;
|
•
|
an additional retainer of $10,000 to each of the Chairs of the Governance and Compensation Committees;
|
•
|
an additional retainer of $15,000 to the lead independent director; and
|
•
|
reimbursement of reasonable expenses incurred in connection with their services as directors.
|
Executive Officer and Title
|
|
2015 Annual Base Salary
|
||
David J. Meyer
|
|
|
||
Board Chair and Chief Executive Officer
|
|
$
|
500,000
|
|
|
|
|
||
Peter J. Christianson
|
|
|
||
President and Director
|
|
$
|
500,000
|
|
|
|
|
||
Mark P. Kalvoda
|
|
|
||
Chief Financial Officer
|
|
$
|
300,000
|
|
SECTION 1.1
|
MODIFICATIONS TO CREDIT AGREEMENT
|
SECTION 2.1
|
EXPENSES
|
SECTION 3.1
|
CONDITIONS PRECEDENT
|
SECTION 3.2
|
RATIFICATION; ESTOPPEL; REAFFIRMATION
|
SECTION 3.3
|
RELEASE
|
SECTION 3.4
|
TIME OF THE ESSENCE
|
SECTION 3.5
|
GOVERNING LAW; JURISDICTION; ETC.
|
SECTION 3.6
|
COUNTERPARTS; SEVERABILITY
|
SECTION 3.7
|
WAIVER OF RIGHT TO JURY TRIAL
|
SECTION 3.8
|
FINAL EXPRESSION
|
TITAN MACHINERY INC.,
a Delaware corporation
|
|
By:
/s/ Ted O. Christianson, Treasurer
|
|
Name:
Ted O. Christianson, Treasurer
|
|
Title:
Treasurer
|
|
ADMINISTRATIVE AGENT, L/C ISSUER AND SWING LINE LENDER:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, as Administrative Agent, L/C Issuer and Swing Line Lender
|
|
By:
/s/ Mark T. Lundquist
|
|
Name:
Mark T. Lundquist
|
|
Title:
Vice President
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, as a Lender
|
|
By:
/s/ Mark T. Lundquist
|
|
Name:
Mark T. Lundquist
|
|
Title:
Vice President
|
|
LENDER:
|
|
COBANK, ACB
|
|
By:
/s/ Kathleen M. Roberts
|
|
Name:
Kathleen M. Roberts
|
|
Title:
VP
|
|
LENDER:
|
|
BANK OF AMERICA, N.A.
|
|
By:
/s/ Don Stafford
|
|
Name:
Don Stafford
|
|
Title:
SVP
|
|
LENDER:
|
|
BANK OF THE WEST
a California banking corporation |
|
By:
/s/ Ryan J. Mauser
|
|
Name:
Ryan Mauser
|
|
Title:
VP
|
|
LENDER:
|
|
BREMER BANK, N.A.
|
|
By:
/s/ Wesley Well
|
|
Name:
Wesley Well
|
|
Title:
Pres./Br. Mgr.
|
|
LENDER:
|
|
COMERICA BANK
|
|
By:
/s/ Dan Walker
|
|
Name:
Dan Walker
|
|
Title:
Vice President
|
|
|
|
|
Long-Term Equity Incentive:
|
|
On June 1, 2014 and on June 1 of each year thereafter, or such other date as determined by the Compensation Committee, that this letter agreement is in effect, you will be entitled to receive an equity award. Each award shall be granted in accordance with the terms of the Company’s Equity Grant Policy. The value of the award will be equal to your annual base salary in effect on the date of grant. The award will be subject to such terms (including, without limitation, vesting, risk of forfeiture, or similar terms) as shall be determined by the Company’s Compensation Committee.
|
|
|
|
/s/ David J. Meyer
|
|
March 1, 2014
|
David J. Meyer
|
|
Dated
|
|
|
|
Long-Term Equity Incentive:
|
|
On June 1, 2014 and on June 1 of each year thereafter, or such other date as determined by the Compensation Committee, that this letter agreement is in effect, you will be entitled to receive an equity award. Each award shall be granted in accordance with the terms of the Company’s Equity Grant Policy. The value of the award will be equal to your annual base salary in effect on the date of grant. The award will be subject to such terms (including, without limitation, vesting, risk of forfeiture, or similar terms) as shall be determined by the Company’s Compensation Committee.
|
|
|
|
/s/ Peter Christianson________________________
|
|
March 1, 2014
|
Peter Christianson
|
|
Dated
|
Name
|
|
Ownership
|
|
Jurisdiction of
Incorporation/
Organization
|
Transportation Solutions, LLC
|
|
100%
|
|
North Dakota
|
NW Property Solutions LLC
|
|
100%
|
|
North Dakota
|
Titan European Holdings S.a.r.l.
|
|
100%
|
|
Luxembourg
|
Titan Machinery SRC GmbH
|
|
100%
|
|
Austria
|
Titan Machinery Ukraine LLC
|
|
100%
|
|
Ukraine
|
Titan Machinery D.o.o. Novi Sad
|
|
100%
|
|
Serbia
|
Titan Machinery Austria GmbH*
|
|
90%
|
|
Austria
|
Titan Machinery Romania S.R.L.*
|
|
70%
|
|
Romania
|
Titan Machinery Bulgaria AD*
|
|
70%
|
|
Bulgaria
|
1.
|
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 P. KALVODA
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Mark P. 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 P. KALVODA
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Mark P. Kalvoda
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Chief Financial Officer
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