Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended April 30, 2014
 
Commission File No. 001-33866
 
TITAN MACHINERY INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
No. 45-0357838
(State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer
Identification No.)
 
644 East Beaton Drive
West Fargo, ND 58078-2648
(Address of Principal Executive Offices)
 
Registrant’s telephone number (701) 356-0130
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES   x     NO   o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES   x     NO   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer   o
 
Accelerated filer   x
 
 
 
Non-accelerated filer   o
 
Smaller reporting company   o
(Do not check if smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o     NO   x
 
The number of shares outstanding of the registrant’s common stock as of May 31, 2014 was: Common Stock, $0.00001 par value, 21,252,169 shares.

Table of Contents

TITAN MACHINERY INC.
QUARTERLY REPORT ON FORM 10-Q
 
Table of Contents
Insert Title Here
 
 
Page No.
 
 
 
 
 
 

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Table of Contents

PART I. — FINANCIAL INFORMATION
 
ITEM 1.                FINANCIAL STATEMENTS
 
TITAN MACHINERY INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
 
April 30, 2014
 
January 31, 2014
 
(Unaudited)
 
 
Assets


 
 
Current Assets
 
 
 
Cash
$
82,011

 
$
74,242

Receivables, net
79,895

 
97,894

Inventories
1,116,977

 
1,075,978

Prepaid expenses and other
17,392

 
24,740

Income taxes receivable
6,173

 
851

Deferred income taxes
13,441

 
13,678

Total current assets
1,315,889

 
1,287,383

Intangibles and Other Assets
 
 
 
Noncurrent parts inventories
5,085

 
5,098

Goodwill
24,751

 
24,751

Intangible assets, net of accumulated amortization
11,582

 
11,750

Other
7,555

 
7,666

Total intangibles and other assets
48,973

 
49,265

Property and Equipment, net of accumulated depreciation
231,780

 
228,000

Total Assets
$
1,596,642

 
$
1,564,648

 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
26,138

 
$
23,714

Floorplan payable
798,542

 
750,533

Current maturities of long-term debt
35,990

 
2,192

Customer deposits
36,384

 
61,286

Accrued expenses
43,634

 
36,968

Income taxes payable
3

 
344

Total current liabilities
940,691

 
875,037

Long-Term Liabilities
 
 
 
Senior convertible notes
129,728

 
128,893

Long-term debt, less current maturities
66,690

 
95,532

Deferred income taxes
46,854

 
47,329

Other long-term liabilities
7,360

 
6,515

Total long-term liabilities
250,632

 
278,269

Commitments and Contingencies


 


Stockholders' Equity
 
 
 
Common stock, par value $.00001 per share, 45,000 shares authorized; 21,253 shares issued and outstanding at April 30, 2014; 21,261 shares issued and outstanding at January 31, 2014
—

 
—

Additional paid-in-capital
238,795

 
238,857

Retained earnings
165,380

 
169,575

Accumulated other comprehensive income (loss)
(1,278
)
 
339

Total Titan Machinery Inc. stockholders' equity
402,897

 
408,771

Noncontrolling interest
2,422

 
2,571

Total stockholders' equity
405,319

 
411,342

Total Liabilities and Stockholders' Equity
$
1,596,642

 
$
1,564,648

 See Notes to Consolidated Financial Statements

3
Table of Contents

TITAN MACHINERY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
 
 
Three Months Ended April 30,
 
2014
 
2013
Revenue
 
 
 
Equipment
$
345,045

 
$
334,745

Parts
68,379

 
62,837

Service
37,084

 
31,998

Rental and other
14,955

 
12,094

Total Revenue
465,463

 
441,674

Cost of Revenue
 
 
 
Equipment
316,282

 
303,823

Parts
48,014

 
44,711

Service
14,403

 
11,363

Rental and other
10,825

 
7,829

Total Cost of Revenue
389,524

 
367,726

Gross Profit
75,939

 
73,948

Operating Expenses
71,152

 
68,933

Realignment Costs
2,801

 
—

Income from Operations
1,986

 
5,015

Other Income (Expense)
 
 
 
Interest income and other income (expense)
(224
)
 
597

Floorplan interest expense
(4,593
)
 
(3,442
)
Other interest expense
(3,441
)
 
(3,167
)
Loss Before Income Taxes
(6,272
)
 
(997
)
Benefit from Income Taxes
1,733

 
394

Net Loss Including Noncontrolling Interest
$
(4,539
)
 
$
(603
)
Less: Net Loss Attributable to Noncontrolling Interest
(344
)
 
(189
)
Net Loss Attributable to Titan Machinery Inc.
$
(4,195
)
 
$
(414
)
Net Loss per Share - Note 1
 
 
 
Net Loss per Share - Basic
$
(0.20
)
 
$
(0.02
)
Net Loss per Share - Diluted
$
(0.20
)
 
$
(0.02
)
Weighted Average Common Shares - Basic
20,951

 
20,854

Weighted Average Common Shares - Diluted
20,951

 
20,854

 
See Notes to Consolidated Financial Statements


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Table of Contents

TITAN MACHINERY INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
 
 
Three Months Ended April 30,
 
2014
 
2013
Net Loss Including Noncontrolling Interest
$
(4,539
)
 
$
(603
)
Other Comprehensive Income (Loss)
 
 
 
Foreign currency translation adjustments
(1,220
)
 
(797
)
Unrealized gain (loss) on net investment hedge derivative instruments, net of tax expense (benefit) of ($498) and $314 for the three months ended April 30, 2014 and 2013, respectively
(747
)
 
471

Unrealized gain on interest rate swap cash flow hedge derivative instruments, net of tax expense of $2 for the three months ended April 30, 2014
3

 
—

Unrealized gain on foreign currency contract cash flow hedge derivative instruments, net of tax expense of $21 for the three months ended April 30, 2014
32

 
—

Reclassification of loss on foreign currency contract cash flow hedge derivative instruments included in net loss, net of tax expense of $5 for the three months ended April 30, 2014
9

 
—

Total Other Comprehensive Income (Loss)
(1,923
)
 
(326
)
Comprehensive Loss
(6,462
)
 
(929
)
Comprehensive Loss Attributable to Noncontrolling Interest
(650
)
 
(324
)
Comprehensive Loss Attributable To Titan Machinery Inc.
$
(5,812
)
 
$
(605
)
 
See Notes to Consolidated Financial Statements


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Table of Contents

TITAN MACHINERY INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(in thousands)
 
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 Gains (Losses) on Interest Rate Swap Cash Flow Hedges
 
Unrealized Gains (Losses) on Foreign Currency Contract Cash Flow Hedges
 
Total
 
Total Titan Machinery Inc. Stockholders' Equity
 
Noncontrolling Interest
 
Total Stockholders' Equity
Balance, January 31, 2013
21,092

 
$
—

 
$
236,521

 
$
160,724

 
$
(226
)
 
$
(509
)
 
$
—

 
$
—

 
$
(735
)
 
$
396,510

 
$
3,409

 
$
399,919

Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options and warrants, and tax benefits of equity awards
11

 
—

 
272

 
—

 
—

 
—

 
—

 
—

 
—

 
272

 
—

 
272

Stock-based compensation expense
—

 
—

 
470

 
—

 
—

 
—

 
—

 
—

 
—

 
470

 
—

 
470

Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
—

 
—

 
—

 
(414
)
 
—

 
—

 
—

 
—

 
—

 
(414
)
 
(189
)
 
(603
)
Other comprehensive income (loss)
—

 
—

 
—

 
—

 
(662
)
 
471

 
—

 
—

 
(191
)
 
(191
)
 
(135
)
 
(326
)
Total comprehensive loss
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(605
)
 
(324
)
 
(929
)
Balance, April 30, 2013
21,103

 
$
—

 
$
237,263

 
$
160,310

 
$
(888
)
 
$
(38
)
 
$
—

 
$
—

 
$
(926
)
 
$
396,647

 
$
3,085

 
$
399,732

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 31, 2014
21,261

 
$
—

 
$
238,857

 
$
169,575

 
$
1,541

 
$
(339
)
 
$
(737
)
 
$
(126
)
 
$
339

 
$
408,771

 
$
2,571

 
$
411,342

Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options and warrants, and tax benefits of equity awards
(8
)
 
—

 
(23
)
 
—

 
—

 
—

 
—

 
—

 
—

 
(23
)
 
—

 
(23
)
Stock-based compensation expense
—

 
—

 
463

 
—

 
—

 
—

 
—

 
—

 
—

 
463

 
—

 
463

Other
—

 
—

 
(502
)
 
—

 
—

 
—

 
—

 
—

 
—

 
(502
)
 
501

 
(1
)
Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
—

 
—

 
—

 
(4,195
)
 
—

 
—

 
—

 
—

 
—

 
(4,195
)
 
(344
)
 
(4,539
)
Other comprehensive income (loss)
—

 
—

 
—

 
—

 
(914
)
 
(747
)
 
3

 
41

 
(1,617
)
 
(1,617
)
 
(306
)
 
(1,923
)
Total comprehensive income
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(5,812
)
 
(650
)
 
(6,462
)
Balance, April 30, 2014
21,253

 
$
—

 
$
238,795

 
$
165,380

 
$
627

 
$
(1,086
)
 
$
(734
)
 
$
(85
)
 
$
(1,278
)
 
$
402,897

 
$
2,422

 
$
405,319


See Notes to Consolidated Financial Statements

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Table of Contents

TITAN MACHINERY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)  
 
Three Months Ended April 30,
 
2014
 
2013
Operating Activities
 
 
 
Net income including noncontrolling interest
$
(4,539
)
 
$
(603
)
Adjustments to reconcile net income including noncontrolling interest to net cash used for operating activities
 
 
 
Depreciation and amortization
6,729

 
5,869

Deferred income taxes
232

 
171

Stock-based compensation expense
463

 
470

Noncash interest expense
1,151

 
1,108

Other, net
(636
)
 
619

Changes in assets and liabilities, net of purchase of equipment dealerships assets and assumption of liabilities
 
 
 
Receivables, prepaid expenses and other assets
21,571

 
34,587

Inventories
(41,963
)
 
(102,258
)
Manufacturer floorplan payable
(17,308
)
 
65,525

Accounts payable, customer deposits, accrued expenses and other long-term liabilities
(14,639
)
 
(4,612
)
Income taxes
(5,663
)
 
(7,195
)
Net Cash Used for Operating Activities
(54,602
)
 
(6,319
)
Investing Activities
 
 
 
Rental fleet purchases
(629
)
 
(329
)
Property and equipment purchases (excluding rental fleet)
(5,078
)
 
(5,454
)
Net proceeds from sale of property and equipment
471

 
237

Purchase of equipment dealerships, net of cash purchased
—

 
(4,848
)
Other, net
(887
)
 
771

Net Cash Used for Investing Activities
(6,123
)
 
(9,623
)
Financing Activities
 
 
 
Net change in non-manufacturer floorplan payable
65,305

 
8,408

Proceeds from long-term debt borrowings
5,832

 
665

Principal payments on long-term debt
(2,505
)
 
(3,405
)
Other, net
(207
)
 
272

Net Cash Provided by Financing Activities
68,425

 
5,940

Effect of Exchange Rate Changes on Cash
69

 
(106
)
Net Change in Cash
7,769

 
(10,108
)
Cash at Beginning of Period
74,242

 
124,360

Cash at End of Period
$
82,011

 
$
114,252

Supplemental Disclosures of Cash Flow Information
 
 
 
Cash paid during the period
 
 
 
Income taxes, net of refunds
$
3,973

 
$
6,486

Interest
$
5,475

 
$
4,405

Supplemental Disclosures of Noncash Investing and Financing Activities
 
 
 
Net property and equipment financed with long-term debt, accounts payable and accrued liabilities
$
1,100

 
$
4,285

Net transfer of assets to property and equipment from inventories
$
1,962

 
$
30,122

 See Notes to Consolidated Financial Statements

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Table of Contents

TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 1—BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The quarterly operating results for Titan Machinery Inc. (the “Company”) are subject to fluctuation due to varying weather patterns, which may impact the timing and amount of equipment purchases, rentals, and after-sales parts and service purchases by the Company’s Agriculture, Construction and International customers. Therefore, operating results for the three -month period ended April 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2015 . The information contained in the balance sheet as of January 31, 2014 was derived from the audited financial statements for the Company for the year then ended. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended January 31, 2014 as filed with the SEC.
 
Nature of Business
 
The Company is engaged in the retail sale, service and rental of agricultural and construction machinery through its stores in the United States and Europe. The Company’s North American stores are located in Arizona, Colorado, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, South Dakota, Wisconsin and Wyoming, and its European stores are located in Bulgaria, Romania, Serbia and Ukraine.
 
Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, particularly related to realization of inventory, initial valuation and impairment analyses of intangible assets, collectability of receivables, and income taxes.
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All material accounts, transactions and profits between the consolidated companies have been eliminated in consolidation.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements, including the consolidated statements of cash flows, to maintain consistency and comparability between periods presented. These reclassifications had no impact on previously reported cash flows from operating, investing or financing activities.
 
Earnings Per Share (“EPS”)
 
The Company uses the two-class method to calculate basic and diluted EPS. Unvested restricted stock awards are considered participating securities because they entitle holders to non-forfeitable rights to dividends during the vesting term. Under the two-class method, basic EPS were computed by dividing net income attributable to Titan Machinery Inc. after allocation of income to participating securities by the weighted-average number of shares of common stock outstanding during the year.
 
Diluted EPS were computed by dividing net income attributable to Titan Machinery Inc. after allocation of income to participating securities by the weighted-average shares of common stock outstanding after adjusting for potential dilution

8

related to the conversion of all dilutive securities into common stock. All potentially dilutive securities were included in the computation of diluted EPS. There were approximately 375,000 and 380,000 stock options outstanding that were excluded from the computation of diluted EPS for the three months ended April 30, 2014 and 2013 , respectively, because they were anti-dilutive. None of the approximately 3,474,000 shares underlying the Company’s senior convertible notes were included in the computation of diluted EPS because the Company’s average stock price was less than the conversion price of $43.17 .
 
The following table sets forth the calculation of basic and diluted EPS:
 
Three Months Ended April 30,
 
2014
 
2013
 
(in thousands, except per share data)
Numerator
 
 
 
Net Loss Attributable to Titan Machinery Inc.
$
(4,195
)
 
$
(414
)
Less: Net Loss Allocated to Participating Securities
60

 
5

Net Loss Attributable to Titan Machinery Inc. Common Stockholders
$
(4,135
)
 
$
(409
)
Denominator
   

 
   

Basic Weighted-Average Common Shares Outstanding
20,951

 
20,854

Plus: Incremental Shares From Assumed Conversions of Stock Options
—

 
—

Diluted Weighted-Average Common Shares Outstanding
20,951

 
20,854

Net Loss per Share - Basic
$
(0.20
)
 
$
(0.02
)
Net Loss per Share - Diluted
$
(0.20
)
 
$
(0.02
)

Recent Accounting Guidance

In April 2014, the Financial Accounting Standards Board ("FASB") amended authoritative guidance on reporting discontinued operations and disclosures of disposals of components of an entity, codified in Accounting Standard Codification ("ASC") 205-20, Discontinued Operations and 360, Property, Plant, and Equipment . The amended guidance changed the criteria for reporting discontinued operations, to only include disposals that represent a strategic shift and have a major effect on the entity's operations and financial results. The amended guidance also requires entities to provide additional disclosure of disposals reported as discontinued operations, and for disposals that do not qualify for discontinued operations presentation. The guidance is effective for disposals of components of an entity occurring in fiscal years beginning after December 15, 2014, with early adoption permitted. The Company will adopt this guidance on February 1, 2015. Its adoption is not expected to have a material effect on the Company's consolidated financial statements.

In May 2014, the FASB issued authoritative guidance on accounting for revenue recognition, codified in ASC 606, Revenue from Contracts with Customers . This guidance supersedes the revenue recognition requirements in ASC 605, Revenue Recognition . This guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company will adopt this guidance on February 1, 2017, using one of two retrospective application methods. The Company has not determined the potential effects on the consolidated financial statements.


9

NOTE 2—INVENTORIES
 
 
April 30, 2014
 
January 31, 2014
 
(in thousands)
New equipment
$
622,677

 
$
575,518

Used equipment
348,003

 
363,755

Parts and attachments
126,023

 
126,666

Work in process
20,274

 
10,039

 
$
1,116,977

 
$
1,075,978


In addition to the above amounts, the Company has estimated that a portion of its parts inventory will not be sold in the next year. Accordingly, these balances have been classified as noncurrent assets.
 
NOTE 3—PROPERTY AND EQUIPMENT
 
 
April 30, 2014
 
January 31, 2014
 
(in thousands)
Rental fleet equipment
$
146,956

 
$
145,007

Machinery and equipment
24,024

 
23,382

Vehicles
44,420

 
44,200

Furniture and fixtures
37,302

 
35,860

Land, buildings, and leasehold improvements
66,130

 
60,470

 
318,832

 
308,919

Less accumulated depreciation
(87,052
)
 
(80,919
)
 
$
231,780

 
$
228,000

 
NOTE 4—LINES OF CREDIT / FLOORPLAN PAYABLE
  
Floorplan Lines of Credit

Floorplan payable balances reflect the amount owed for new equipment inventory purchased from a manufacturer and used equipment inventory, which is primarily purchased through trade-in on equipment sales. Certain of the manufacturers from which the Company purchases new equipment inventory offer financing on these purchases, either offered directly from the manufacturer or through the manufacturers’ captive finance subsidiaries. CNH America, LLC's captive finance subsidiary, CNH Capital America LLC ("CNH Capital"), also provides financing of used equipment inventory. The Company also has floorplan payable balances with non-manufacturer lenders for new and used equipment inventory. Changes in manufacturer floorplan payable are reported as operating cash flows and changes in non-manufacturer floorplan payable are reported as financing cash flows in the Company's consolidated statements of cash flows.

As of April 30, 2014 , the Company had discretionary floorplan lines of credit for equipment inventory purchases totaling approximately $1.17 billion , which includes a $350.0 million Floorplan Payable Line with a group of banks led by Wells Fargo Bank, National Association ("Wells Fargo"), a $450.0 million credit facility with CNH Capital, a $225.0 million credit facility with Agricredit Acceptance LLC and the U.S. dollar equivalent of $142.7 million in credit facilities related to our foreign subsidiaries. Floorplan payables relating to these credit facilities totaled approximately $701.5 million of the total floorplan payable balance of $798.5 million outstanding as of April 30, 2014 and $692.8 million of the total floorplan payable balance of $750.5 million outstanding as of January 31, 2014 . As of April 30, 2014 , the Company had approximately $401.7 million in available borrowings remaining under these lines of credit (net of adjustments based on borrowing base calculations and standby letters of credit under the Wells Fargo credit agreement, and rental fleet financing and other acquisition-related financing arrangements under the CNH Capital credit agreement). These U.S. floorplan payables carried various interest rates primarily ranging from 2.78% to 4.99% , and the foreign floorplan payables carried various interest rates primarily ranging from 2.34% to 12.16% , as of April 30, 2014 .


10

Working Capital Line of Credit
 
As of April 30, 2014 , the Company had a $112.5 million working capital line of credit under the credit facility with Wells Fargo. The Company had $48.0 million and $47.8 million outstanding on its working capital line of credit as of April 30, 2014 and January 31, 2014 , respectively. Amounts outstanding are recorded as long-term debt, within long-term liabilities on the consolidated balance sheets, as the Company does not have an obligation to repay amounts borrowed within one year.

NOTE 5—SENIOR CONVERTIBLE NOTES
 
The Company’s 3.75% Senior Convertible Notes issued on April 24, 2012 (“Convertible Notes”) consisted of the following:
 
April 30, 2014
 
January 31, 2014
 
(in thousands except conversion
rate and conversion price)
Principal value
$
150,000

 
$
150,000

Unamortized debt discount
(20,272
)
 
(21,107
)
Carrying value of senior convertible notes
$
129,728

 
$
128,893

 
 
 
 
Carrying value of equity component, net of deferred taxes
$
15,546

 
$
15,546

 
 
 
 
Conversion rate (shares of common stock per $1,000 principal amount of notes)
23.1626

 
23.1626

Conversion price (per share of common stock)
$
43.17

 
$
43.17

     
The Company recognized interest expense associated with its Senior Convertible Notes as follows:
 
Three Months Ended April 30,
 
2014
 
2013
 
(in thousands)
Cash Interest Expense
 
 
 
Coupon interest expense
$
1,406

 
$
1,406

Noncash Interest Expense
 
 
 
Amortization of debt discount
835

 
779

Amortization of transaction costs
133

 
129

 
$
2,374

 
$
2,314


As of April 30, 2014 , the unamortized debt discount will be amortized over a remaining period of approximately 5 years . As of April 30, 2014 and January 31, 2014 , the if-converted value of the Senior Convertible Notes does not exceed the principal balance. The effective interest rate of the liability component was equal to 7.00% for the period ended April 30, 2014 .
 
NOTE 6—DERIVATIVE INSTRUMENTS
 
The Company holds derivative instruments for the purpose of minimizing exposure to fluctuations in foreign currency exchange rates to which the Company is exposed in the normal course of its operations.
 
Net Investment Hedges
    
To protect the value of the Company’s investments in its foreign operations against adverse changes in foreign currency exchange rates, the Company may, from time to time, hedge a portion of its net investment in one or more of its foreign subsidiaries. Gains and losses on derivative instruments that are designated and effective as a net investment hedge are
included in other comprehensive income and only reclassified into earnings in the period during which the hedged net investment is sold or liquidated. Any hedge ineffectiveness is recognized in earnings immediately.


11

Cash Flow Hedges
 
On October 9, 2013, the Company entered into a forward-starting interest rate swap instrument which has a notional amount of $100.0 million dollars, an effective date of September 30, 2014 and a maturity date of September 30, 2018. The objective of the instrument is to, beginning on September 30, 2014, protect the Company from changes in benchmark interest rates to which the Company is exposed through certain of its variable interest rate credit facilities. The instrument provides for a fixed interest rate of 1.901% up to the maturity date.

The Company may, from time to time, hedge foreign currency exchange rate risk arising from inventory purchases denominated in Canadian dollars through the use of foreign currency forward contracts. The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows associated with the Canadian dollar purchasing is less than 12 months.

The interest rate swap instrument and foreign currency contracts have been designated as cash flow hedging instruments and accordingly changes in the effective portion of the fair value of the instruments are recorded in other comprehensive income and only reclassified into earnings in the period(s) in which the related hedged item affects earnings or the anticipated underlying hedged transactions are no longer probable of occurring. Any hedge ineffectiveness is recognized in earnings immediately.
  
Derivative Instruments Not Designated as Hedging Instruments
 
The Company uses foreign currency forward contracts to hedge the effects of fluctuations in exchange rates on outstanding intercompany loans. The Company does not formally designate and document such derivative instruments as hedging instruments; however, the instruments are an effective economic hedge of the underlying foreign currency exposure. Both the gain or loss on the derivative instrument and the offsetting gain or loss on the underlying intercompany loan are recognized in earnings immediately, thereby eliminating or reducing the impact of foreign currency exchange rate fluctuations on net income.
 
The following table sets forth the notional value of the Company's outstanding derivative instruments.
 
Notional Amount as of:
 
April 30, 2014
 
January 31, 2014
 
(in thousands)
Net investment hedge:
 
 
 
Foreign currency contracts
$
38,522

 
$
43,742

Cash flow hedges:
 
 
 
Interest rate swap
100,000

 
100,000

Foreign currency contracts
1,490

 
4,754

Derivatives not designated as hedging instruments:
 
 
 
Foreign currency contracts
45,572

 
44,775


12

The following table sets forth the fair value of the Company’s outstanding derivative instruments. 
 
Fair Value as of:
 
Balance Sheet Location
 
April 30, 2014
 
January 31, 2014
 
 
(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:
 
 
 
 
 
Net investment hedges:
 
 
 
 
 
Foreign currency contracts
$
175

 
$
—

 
Accrued expenses
Cash flow hedges:
 
 
 
 
 
Interest rate swap
1,222

 
1,227

 
Accrued expenses
Foreign currency contracts
39

 
211

 
Accrued expenses
Derivatives not designated as hedging instruments:
 
 
 
 
 
Foreign currency contracts
196

 
—

 
Accrued expenses
Total Liability Derivatives
$
1,632

 
$
1,438

 
 

The following table sets forth the gains and losses recognized on the Company’s derivative instruments for the three months ended April 30, 2014 and 2013 :
 
Three months ended April 30, 2014
 
Three months ended April 30, 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)
 
 
Dervatives Designated as Hedging Instruments:
 
 
 
 
 
 
 
 
 
Net investment hedges:
 
 
 
 
 
 
 
 
 
Foreign currency contracts
$
(1,245
)
 
—

 
$
785

 
—

 
N/A
Cash flow hedges:
 
 
 
 
 
 
 
 
 
Interest rate swap
5

 
—

 
—

 
—

 
N/A
Foreign currency contracts
53

 
—

 
—

 
—

 
N/A
Dervatives Not Designated as Hedging Instruments:
 
 
 
 
 
 
 
 
 
Foreign currency contracts
—

 
(1,303
)
 
—

 
720

 
Interest and other income
Total Derivatives
$
(1,187
)
 
$
(1,303
)
 
$
785

 
$
720

 
 
No components of the Company's net investment or cash flow hedging instruments were excluded from the assessment of hedge ineffectiveness.
As of April 30, 2014 , the Company had $1.2 million and $0.2 million in pre-tax net unrealized losses associated with its interest rate swap and foreign currency contract cash flow hedging instruments recorded in accumulated other comprehensive income, respectively. The Company expects that $1.0 million and $0.1 million of pre-tax unrealized losses associated with its interest rate swap and foreign currency contracts, respectively, will be reclassified into net income over the next 12 months. 

13

NOTE 7—FAIR VALUE OF FINANCIAL INSTRUMENTS
The assets and liabilities which are measured at fair value on a recurring basis as of April 30, 2014 and January 31, 2014 are as follows:
 
April 30, 2014
 
January 31, 2014
 
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
$
—

 
$
1,222

 
$
—

 
$
1,222

 
$
—

 
$
1,227

 
$
—

 
$
1,227

Foreign currency contracts
—

 
410

 
—

 
410

 
—

 
211

 
—

 
211

Total Financial Liabilities
$
—

 
$
1,632

 
$
—

 
$
1,632

 
$
—

 
$
1,438

 
$
—

 
$
1,438

The valuation for the Company's foreign currency contracts and interest rate swap derivative instruments were valued using discounted cash flow analyses, an income approach, utilizing readily observable market data as inputs.
The Company also valued certain long-lived assets at fair value on a non-recurring basis, related to fixed assets at stores closed, during the three months ended April 30, 2014 . The estimated fair value of these assets approximated zero, thus requiring a full impairment charge equal to the carrying values of such assets. The valuation methodologies utilized Level 3 fair value inputs.
The Company also has financial instruments that are not recorded at fair value in its consolidated financial statements. The carrying amount of cash, receivables, payables, short-term debt and other current liabilities approximates fair value because of the short maturity and/or frequent repricing of those instruments, which are Level 2 fair value inputs. Based upon current borrowing rates with similar maturities, which are Level 2 fair value inputs, the carrying value of long-term debt approximates the fair value as of April 30, 2014 and January 31, 2014 , respectively. The following table provides details on the Senior Convertible Notes as of April 30, 2014 and January 31, 2014 . The difference between the face value and the carrying value of these notes is the result of the allocation between the debt and equity components. Fair value of the Senior Convertible Notes was estimated based on Level 2 fair value inputs.
 
April 30, 2014
 
January 31, 2014
 
Estimated Fair Value
 
Carrying Value
 
Face Value
 
Estimated Fair Value
 
Carrying Value
 
Face Value
 
(in thousands)
 
(in thousands)
Senior convertible notes
$
130,835

 
$
129,728

 
$
150,000

 
$
128,522

 
$
128,893

 
$
150,000


NOTE 8—SEGMENT INFORMATION AND OPERATING RESULTS
 
The Company owns and operates a network of full service agricultural and construction equipment stores in the United States and Europe. The Company has three reportable segments: Agriculture, Construction and International. The Company’s segments are organized based on types of products sold and geographic areas, as described in the following paragraphs. The operating results for each segment are reported separately to the Company’s Chief Executive Officer and President to make decisions regarding the allocation of resources, to assess the Company’s operating performance and to make strategic decisions.

The Company’s Agriculture segment sells, services, and rents machinery, and related parts and attachments, for uses ranging from large-scale farming to home and garden use for customers in North America. This segment also includes ancillary sales and services related to agricultural activities and products such as equipment transportation, Global Positioning System (“GPS”) signal subscriptions and finance and insurance products.
 
The Company’s Construction segment sells, services, and rents machinery, and related parts and attachments, for uses ranging from heavy construction to light industrial machinery use to customers in North America. This segment also includes

14

ancillary sales and services related to construction activities such as equipment transportation, GPS signal subscriptions and finance and insurance products.
 
The Company’s International segment sells, services, and rents machinery, and related parts and attachments, for uses ranging from large-scale farming and construction to home and garden use to customers in Eastern Europe. It also includes export sales of equipment and parts to customers outside of the United States.
 
Revenue, income (loss) before income taxes and total assets at the segment level are reported before eliminations. The Company retains various unallocated income/(expense) items and assets at the general corporate level, which the Company refers to as “Shared Resources” in the table below. Shared Resources assets primarily consist of cash and property and equipment. Revenue between segments is immaterial. Revenue amounts included in Eliminations primarily relate to transactions within a segment.
  
Certain financial information for each of the Company’s business segments is set forth below. 
 
Three Months Ended April 30,
 
2014
 
2013
 
(in thousands)
Revenue
 
 
 
Agriculture
$
352,648

 
$
360,344

Construction
101,879

 
82,841

International
30,341

 
27,730

Segment revenue
484,868

 
470,915

Eliminations
(19,405
)
 
(29,241
)
Total
$
465,463

 
$
441,674

 
 
 
 
Income (Loss) Before Income Taxes
 
 
 
Agriculture
$
3,318

 
$
7,999

Construction
(5,775
)
 
(6,538
)
International
(3,065
)
 
(526
)
Segment income (loss) before income taxes
(5,522
)
 
935

Shared Resources
(873
)
 
(1,238
)
Eliminations
123

 
(694
)
Loss Before Income Taxes
$
(6,272
)
 
$
(997
)
 
 
April 30, 2014
 
January 31, 2014
 
(in thousands)
Total Assets
 
 
 
Agriculture
$
874,217

 
$
943,212

Construction
411,641

 
308,525

International
224,456

 
195,534

Segment assets
1,510,314

 
1,447,271

Shared Resources
89,318

 
120,335

Eliminations
(2,990
)
 
(2,958
)
Total
$
1,596,642

 
$
1,564,648



15

NOTE 9—STORE CLOSINGS AND REALIGNMENT COSTS
 To better align its Construction business in certain markets, in April 2014, the Company reduced its Construction-related headcount by approximately 12% primarily through the closing of seven underperforming Construction stores, staff reductions at other dealerships and reductions in support staff at its Shared Resource Center. The closed stores were located in Bozeman, Big Sky and Helena, Montana; Cheyenne, Wyoming; Clear Lake, Iowa; Flagstaff, Arizona; and Rosemount, Minnesota. The Company also closed its Agriculture store in Oskaloosa, Iowa and merged it with the nearby Agriculture store in Pella, Iowa. The Company's remaining stores in each of the respective areas assumed the majority of the distribution rights for the CNH brand previously held by the stores which have closed. The majority of the assets of the closed stores have been redeployed to other store locations. Certain inventory items which are not sold by any of our remaining stores will be sold at auction. The inventory markdown attributable to such items are included in the exit cost summary below. The majority of the exit costs were recognized during the three months ended April 30, 2014; however the remaining costs, which primarily relate to asset relocation and other closing costs, are expected to be incurred during the three months ended July 31, 2014. The following summarizes the exit costs associated with the store closings and realignment that occurred in April 2014:
 
Total Amount Expected to be Incurred
 
Amount Incurred During Three Months Ended April 30, 2014
 
Income Statement Classification
 
(in thousands)
 
 
Construction Segment
 
 
 
 
 
Lease termination costs
$
1,518

 
$
1,518

 
Realignment Costs
Employee severance costs
451

 
451

 
Realignment Costs
Impairment of fixed assets
152

 
152

 
Realignment Costs
Asset relocation and other closing costs
728

 
165

 
Realignment Costs
 
$
2,849

 
$
2,286

 
 
Agriculture Segment
 
 
 
 
 
Lease termination costs
$
114

 
$
114

 
Realignment Costs
Employee severance costs
71

 
71

 
Realignment Costs
Impairment of fixed assets
85

 
85

 
Realignment Costs
Asset relocation and other closing costs
72

 
32

 
Realignment Costs
Inventory cost adjustments
404

 
404

 
Equipment Cost of Sales
 
$
746

 
$
706

 
 
Shared Resource Center
 
 
 
 
 
Employee severance costs
$
213

 
$
213

 
Realignment Costs
 
$
213

 
$
213

 
 
Total
 
 
 
 
 
Lease termination costs
$
1,632

 
$
1,632

 
Realignment Costs
Employee severance costs
735

 
735

 
Realignment Costs
Impairment of fixed assets
237

 
237

 
Realignment Costs
Asset relocation and other closing costs
800

 
197

 
Realignment Costs
Inventory cost adjustments
404

 
404

 
Equipment Cost of Sales
 
$
3,808

 
$
3,205

 
 


16

The Company accrued for lease termination and employee severance costs in April 2014, but exit costs related to impairment, asset relocation and other closing costs and inventory cost adjustments were not accrued but recognized as incurred. A reconciliation of the beginning and ending exit cost liability balance, which is included in accrued expenses in the consolidated balance sheets, follows:
 
Amount
 
(in thousands)
Balance, January 31, 2014
$
548

Exit costs incurred and charged to expense
 
Lease termination costs
1,598

Employee severance costs
735

Exit costs paid
 
Lease termination costs
(51
)
Employee severance costs
(544
)
Adjustments
 
Lease termination costs
76

Balance, April 30, 2014
$
2,362



17

ITEM 2.                         MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our interim unaudited consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report, and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended January 31, 2014 .
 
Realignment Costs

     To better align its Construction business in certain markets, in April 2014, the Company reduced its Construction-related headcount by approximately 12% primarily through the closing of seven underperforming Construction stores, staff reductions at other dealerships and reductions in support staff at its Shared Resource Center. The closed stores were located in Bozeman, Big Sky and Helena, Montana; Cheyenne, Wyoming; Clear Lake, Iowa; Flagstaff, Arizona; and Rosemount, Minnesota. The Company also closed its Agriculture store in Oskaloosa, Iowa and merged it with the nearby Agriculture store in Pella, Iowa. The Company's remaining stores in each of the respective areas assumed the majority of the distribution rights for the CNH Industrial brand previously held by the stores which have closed. We recognized $3.2 million in exit costs during the three months ended April 30, 2014 and expect to recognize the remaining exit costs of approximately $0.6 million during the three months ended July 31, 2014.

Critical Accounting Policies and Estimates
 
There have been no material changes in our Critical Accounting Policies and Estimates, as disclosed in our Annual Report on Form 10-K for the year ended January 31, 2014 .
 
Overview
 
We own and operate a network of full service agricultural and construction equipment stores in the United States and Europe. Based upon information provided to us by CNH Industrial N.V. or its U.S. subsidiary CNH America, LLC, we are the largest retail dealer of Case IH Agriculture equipment in the world, the largest retail dealer of Case Construction equipment in North America and a major retail dealer of New Holland Agriculture and New Holland Construction equipment in the U.S. We operate our business through three reportable segments, Agriculture, Construction and International. Within each segment, we have four principal sources of revenue: new and used equipment sales, parts sales, service, and equipment rental and other activities.
 
Our net loss attributable to Titan Machinery Inc. common stockholders was $4.1 million , or $0.20 per diluted share, for the three months ended April 30, 2014 , compared to $0.4 million , or $0.02 per diluted share, for the three months ended April 30, 2013 . Significant factors impacting the quarterly comparisons were:
 
•
Revenue increased 5.4% for the first quarter of fiscal 2015 , as compared to the first quarter last year, primarily from an increase in Construction same-store sales, and partially offset by a decrease in Agriculture same-store sales;

•
Total gross profit margin decreased to 16.3% for the first quarter of fiscal 2015 , as compared to 16.7% for the first quarter of fiscal 2014 , primarily caused by decreases in the gross profit margin on equipment and rental and other, and offset by the positive effects of a change in gross profit mix to our higher-margin parts and service business;

•
Realignment costs totaling $3.2 million were recognized during the first quarter of fiscal 2015 related to the headcount reductions and closing of seven Construction stores and one Agriculture store; and

•
Floorplan interest expense increased in the first quarter of fiscal 2015, as compared to the same period last year, due to higher floorplan payable balances resulting from growth in our equipment inventory, primarily in our International segment.

18
Table of Contents

Results of Operations
 
Comparative financial data for each of our four sources of revenue are expressed below. The results for these periods include the operating results of the acquisitions made during these periods. The period-to-period comparisons included below are not necessarily indicative of future results. Segment information is provided later in this discussion and analysis of our results of operations.
 
Same-store sales for any period represent sales by stores that were part of the Company for the entire comparable periods in the current and preceding fiscal years. We do not distinguish relocated or newly-expanded stores in this same-store analysis. Closed stores are excluded from the same-store analysis. Stores that do not meet the criteria for same-store classification are described as acquisition stores throughout the Results of Operations section in this Quarterly Report on Form 10-Q.
 
Three Months Ended April 30,
 
2014
 
2013
 
(dollars in thousands)
Equipment
 
 
 
Revenue
$
345,045

 
$
334,745

Cost of revenue
316,282

 
303,823

Gross profit
$
28,763

 
$
30,922

Gross profit margin
8.3
%
 
9.2
%
Parts
 
 
 
Revenue
$
68,379

 
$
62,837

Cost of revenue
48,014

 
44,711

Gross profit
$
20,365

 
$
18,126

Gross profit margin
29.8
%
 
28.8
%
Service
 
 
 
Revenue
$
37,084

 
$
31,998

Cost of revenue
14,403

 
11,363

Gross profit
$
22,681

 
$
20,635

Gross profit margin
61.2
%
 
64.5
%
Rental and other
 
 
 
Revenue
$
14,955

 
$
12,094

Cost of revenue
10,825

 
7,829

Gross profit
$
4,130

 
$
4,265

Gross profit margin
27.6
%
 
35.3
%


19
Table of Contents

The following table sets forth our statements of operations data expressed as a percentage of total revenue for the periods indicated: 
 
Three Months Ended April 30,
 
2014
 
2013
Revenue
 
 
 
Equipment
74.1
 %
 
75.9
 %
Parts
14.7
 %
 
14.2
 %
Service
8.0
 %
 
7.2
 %
Rental and other
3.2
 %
 
2.7
 %
Total Revenue
100.0
 %
 
100.0
 %
Total Cost of Revenue
83.7
 %
 
83.3
 %
Gross Profit
16.3
 %
 
16.7
 %
Operating Expenses
15.3
 %
 
15.6
 %
Realignment Costs
0.6
 %
 
—
 %
Income from Operations
0.4
 %
 
1.1
 %
Other Income (Expense)
(1.7
)%
 
(1.3
)%
Loss Before Income Taxes
(1.3
)%
 
(0.2
)%
Benefit from Income Taxes
0.3
 %
 
0.1
 %
Net Loss Including Noncontrolling Interest
(1.0
)%
 
(0.1
)%
Less: Net Loss Attributable to Noncontrolling Interest
(0.1
)%
 
—
 %
Net Loss Attributable to Titan Machinery Inc.
(0.9
)%
 
(0.1
)%
 
Three Months Ended April 30, 2014 Compared to Three Months Ended April 30, 2013
 
Consolidated Results
 
Revenue  
 
Three Months Ended April 30,
 

 
Percent
 
2014
 
2013
 
Increase
 
Change
 
(dollars in thousands)
 
 

Equipment
$
345,045

 
$
334,745

 
$
10,300

 
3.1
%
Parts
68,379

 
62,837

 
5,542

 
8.8
%
Service
37,084

 
31,998

 
5,086

 
15.9
%
Rental and other
14,955

 
12,094

 
2,861

 
23.7
%
Total Revenue
$
465,463

 
$
441,674

 
$
23,789

 
5.4
%
 
The increase in revenue for the first quarter of fiscal 2015 was primarily due to an increase in same-store sales of 3.2% over the comparable prior year period, mainly driven by an increase in Construction segment same-store sales of 24.4% and offset by a decrease in Agriculture same-store sales of 1.2%. The increase in Construction segment revenue, which included increases in all lines of the Construction segment's business, resulted from improved industry conditions and the positive impact of operational initiatives. The Agriculture same-store sales were negatively impacted by challenging industry conditions such as decreases in agricultural commodity prices and projected net farm income, which have a negative effect on customer sentiment. The commodity price of corn, which is the predominant crop in our Agriculture store footprint, decreased significantly from the price during the first quarter of fiscal 2014, mainly as a result of an increase in U.S. corn supply compared to the prior year. Net farm income has been strong and increasing in many of the recent years, however, in February 2014, the U.S. Department of Agriculture published its projection of a decrease in net farm income from calendar year 2013 to 2014.

20
Table of Contents

Gross Profit 
 
Three Months Ended April 30,
 
Increase/
 
Percent
 
2014
 
2013
 
(Decrease)
 
Change
 
(dollars in thousands)
 
 

Gross Profit
 
 
 
 
 
 
 
Equipment
$
28,763

 
$
30,922

 
$
(2,159
)
 
(7.0
)%
Parts
20,365

 
18,126

 
2,239

 
12.4
 %
Service
22,681

 
20,635

 
2,046

 
9.9
 %
Rental and other
4,130

 
4,265

 
(135
)
 
(3.2
)%
Total Gross Profit
$
75,939

 
$
73,948

 
$
1,991

 
2.7
 %
Gross Profit Margin
 
 
 
 
 
 
 
Equipment
8.3
%
 
9.2
%
 
(0.9
)%
 
(9.8
)%
Parts
29.8
%
 
28.8
%
 
1.0
 %
 
3.5
 %
Service
61.2
%
 
64.5
%
 
(3.3
)%
 
(5.1
)%
Rental and other
27.6
%
 
35.3
%
 
(7.7
)%
 
(21.8
)%
Total Gross Profit Margin
16.3
%
 
16.7
%
 
(0.4
)%
 
(2.4
)%
Gross Profit Mix
 
 
 
 
 
 
 
Equipment
37.9
%
 
41.8
%
 
(3.9
)%
 
(9.3
)%
Parts
26.8
%
 
24.5
%
 
2.3
 %
 
9.4
 %
Service
29.9
%
 
27.9
%
 
2.0
 %
 
7.2
 %
Rental and other
5.4
%
 
5.8
%
 
(0.4
)%
 
(6.9
)%
Total Gross Profit Mix
100.0
%
 
100.0
%
 
0.0
 %
 
0.0
 %
 
The $2.0 million increase in gross profit for the first quarter of fiscal 2015 , as compared to the same period last year, was primarily due to an increase in revenue. Total gross profit margin of 16.3% for the first quarter of fiscal 2015 decreased slightly for the first quarter of fiscal 2014, mainly due to decrease in gross profit margin for equipment and rental and other, and somewhat offset by a change in gross profit mix to our higher-margin parts and service businesses. The compression in equipment gross profit margin was primarily caused by the previously discussed Agriculture industry challenges as well as an oversupply of used equipment in the Agriculture industry. The decrease in rental and other gross profit margin resulted from a slight decrease in the dollar utilization of our rental fleet to 22.9% in the first quarter of fiscal 2015 from 23.7% and an increase in maintenance costs, as compared to the same period last year.
Operating Expenses
 
Three Months Ended April 30,
 
Increase/
 
Percent
 
2014
 
2013
 
(Decrease)
 
Change
 
(dollars in thousands)
 
 
Operating Expenses
$
71,152

 
$
68,933

 
$
2,219

 
3.2
 %
Operating Expenses as a Percentage of Revenue
15.3
%
 
15.6
%
 
(0.3
)%
 
(1.9
)%
 
The $2.2 million increase in operating expenses, as compared to the same period last year, was primarily due to the additional costs associated with expanding our International distribution network and higher occupancy costs associated with store building improvements. Operating expenses as a percentage of total revenue remained relatively stable at 15.3% for the first quarter of fiscal 2015 compared to 15.6% for the first quarter of fiscal 2014 .

21
Table of Contents

Realignment Costs
 
Three Months Ended April 30,
 

 
Percent
 
2014
 
2013
 
Increase
 
Change
 
(dollars in thousands)
 
 
Realignment Costs
$
2,801

 
$
—

 
$
2,801

 
100.0
%

The realignment costs recognized in the first quarter of fiscal 2015 relate to the the closing of seven underperforming Construction stores, staff reductions at other dealerships and reductions in support staff at its Shared Resource Center. The closed stores were located in Bozeman, Big Sky and Helena, Montana; Cheyenne, Wyoming; Clear Lake, Iowa; Flagstaff, Arizona; and Rosemount, Minnesota. The Company also closed its Agriculture store in Oskaloosa, Iowa and merged it with the nearby Agriculture store in Pella, Iowa. There were no store closings in the first quarter of fiscal 2014.
Other Income (Expense) 
 
Three Months Ended April 30,
 
Increase/
 
Percent
 
2014
 
2013
 
(Decrease)
 
Change
 
(dollars in thousands)
 
 
Interest income and other income (expense)
$
(224
)
 
$
597

 
$
(821
)
 
(137.5
)%
Floorplan interest expense
(4,593
)
 
(3,442
)
 
1,151

 
33.4
 %
Other interest expense
(3,441
)
 
(3,167
)
 
274

 
8.7
 %
 
The decrease in interest income and other income (expense) was primarily due to foreign currency losses in Ukraine, resulting from a devaluation of the Ukrainian Hryvnia in the first quarter of fiscal 2015. The increase in floorplan interest expense of $1.2 million for the first quarter of fiscal 2015, as compared to the same period in the prior year, was primarily due to higher floorplan payable balances resulting from growth in our equipment inventory, primarily in our International segment.
 
Benefit from Income Taxes 
 
Three Months Ended April 30,
 
Increase/
 
Percent
 
2014
 
2013
 
(Decrease)
 
Change
 
(dollars in thousands)
 
 
Benefit from Income Taxes
$
1,733

 
$
394

 
$
1,339

 
339.8
%
 
Our effective tax rate decreased to 27.6% for the first quarter of fiscal 2015 compared to 39.5% for the same period last year, primarily due to losses in our international subsidiaries, where we record a valuation allowance against our net operating losses.
 
Segment Results
 
Certain financial information for our Agriculture, Construction and International business segments is set forth below. Revenue and income (loss) before income taxes at the segment level are reported before eliminations. “Shared Resources” in the table below refers to the various unallocated income/(expense) items that we have retained at the general corporate level. Revenue between segments is immaterial. Revenue amounts included in Eliminations primarily relate to transactions within a segment.
 

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Table of Contents

 
Three Months Ended April 30,
 
Increase/
 
Percent
 
2014
 
2013
 
(Decrease)
 
Change
 
(dollars in thousands)
 
 
Revenue
 
 
 
 
 
 
 
Agriculture
$
352,648

 
$
360,344

 
$
(7,696
)
 
(2.1
)%
Construction
101,879

 
82,841

 
19,038

 
23.0
 %
International
30,341

 
27,730

 
2,611

 
9.4
 %
Segment revenue
484,868

 
470,915

 
13,953

 
3.0
 %
Eliminations
(19,405
)
 
(29,241
)
 
9,836

 
33.6
 %
Total
$
465,463

 
$
441,674

 
$
23,789

 
5.4
 %
 
 
 
 
 
 
 
 
Income (Loss) Before Income Taxes
 
 
 
 
 
 
 
Agriculture
$
3,318

 
$
7,999

 
$
(4,681
)
 
(58.5
)%
Construction
(5,775
)
 
(6,538
)
 
763

 
11.7
 %
International
(3,065
)
 
(526
)
 
(2,539
)
 
(482.7
)%
Segment income (loss) before income taxes
(5,522
)
 
935

 
(6,457
)
 
(690.6
)%
Shared Resources
(873
)
 
(1,238
)
 
365

 
29.5
 %
Eliminations
123

 
(694
)
 
817

 
117.7
 %
Loss Before Income Taxes
$
(6,272
)
 
$
(997
)
 
$
(5,275
)
 
529.1
 %
Agriculture
 
Agriculture segment revenue for the first quarter of fiscal 2015 decreased 2.1% compared to the same period last year. The revenue decrease was due to an Agriculture same-store sales decrease of 1.2% over the first quarter of fiscal 2014 , resulting from challenging industry conditions such as decreases in agricultural commodity prices and projected net farm income, which negatively affected customer sentiment in the first quarter of fiscal 2015 as compared to the same period in the prior year. The commodity price of corn, which is the predominant crop in our Agriculture store footprint, decreased significantly from the price during the first quarter of fiscal 2014, mainly as a result of an increase in U.S. corn supply compared to the prior year. Net farm income has been strong and increasing in many of the recent years, however, in February 2014, the U.S. Department of Agriculture published its projection of a decrease in net farm income from calendar year 2013 to 2014.
 
Agriculture segment income before income taxes for the first quarter of fiscal 2015 decreased 58.5% compared to the same period last year, primarily due to a decrease in gross profit on equipment and recognition of realignment costs. The compression in equipment gross profit margin was primarily caused by the previously discussed Agriculture industry challenges as well as an oversupply of used equipment in the Agriculture industry. The realignment costs of $0.7 million related to an Agriculture store closed in April 2014.
 
Construction
 
Construction segment revenue for the first quarter of fiscal 2015 increased 23.0% compared to the same period last year. The revenue increase was due to a same-store sales increase of 24.4% over the first quarter of fiscal 2014 . The increase in Construction segment revenue, which included increases in all lines of business, resulted from improved industry conditions and the positive impact of operational initiatives.
 
Our Construction segment loss before income taxes was $5.8 million for the first quarter of fiscal 2015 compared to segment income before income taxes of $6.5 million for the first quarter of fiscal 2014 . This improvement was primarily due to the increase in revenue, improved gross profit margins for equipment, parts and service, and partially offset by an increase in operating expenses and realignment costs. The increase in gross profit margins was primarily due to the aforementioned industry and operational improvements. The increase in operating expense reflects increase commission costs, resulting from higher gross profit, and higher occupancy costs associated with store building improvements. Realignment costs totaling $2.3 million were recognized during the first quarter of fiscal 2015 related to the headcount reductions and closing of seven Construction stores, which was discussed above.
 

23
Table of Contents

International
 
International segment revenue for the first quarter of fiscal 2015 increased $2.6 million compared to the same period last year, primarily due to new store openings, and a same-store sales increase of 1.9%.
 
Our International segment loss before income taxes was $3.1 million for the first quarter of fiscal 2015 compared to segment loss before income taxes of $0.5 million for the same period last year. This decrease was primarily due to increases in operating expenses, and floorplan interest expense, and a decrease in interest income and other income (expense), as compared to the comparable period of the prior year. Operating expenses increased due to expanding our distribution network in Eastern Europe, including opening a new store in Ukraine and establishing a European operations center to support our European stores. We believe the political and economic instability in Ukraine has had a negative affect on our revenue, which reduces our ability to leverage these fixed operating costs. The increase in floorplan interest expense for the first quarter of fiscal 2015, as compared to the same period in the prior year, was primarily due to the increase in floorplan payable and the related equipment inventory balances in our International segment. The decrease in interest income and other income (expense) was primarily due to foreign currency losses in Ukraine, resulting from a devaluation of the Ukrainian hryvnia in the first quarter of fiscal 2015.

Shared Resources/Eliminations
 
We incur centralized expenses/income at our general corporate level, which we refer to as “Shared Resources,” and then allocate these net expenses to our segments. Since these allocations are set early in the year, unallocated balances may occur.
 
Eliminations remove any inter-company revenue or income (loss) before income taxes residing in our segment results.

Liquidity and Capital Resources
 
Sources of Liquidity
 
Our primary sources of liquidity are cash reserves, cash from operations, proceeds from our public stock offerings, proceeds from the issuance of our Senior Convertible Notes, and borrowings under our floorplan payable and other credit facilities. We expect these sources of liquidity to be sufficient to fund our working capital requirements, acquisitions, capital expenditures and other investments in our business, service our debt, pay our tax obligations and commitments and contingencies, and meet any seasonal operating requirements for the foreseeable future.
 
Adequacy of Capital Resources
 
Our primary uses of cash have been to fund our strategic acquisitions, finance the purchase of inventory, meet debt service requirements and fund operating activities, working capital, payments due under building space operating leases and manufacturer floorplan payable. Based on our current operational performance, we believe our cash flow from operations, available cash and available borrowings under our existing credit facilities will adequately provide our liquidity needs for, at a minimum, the next 12 months.

Cash Flow

Cash Flow Used For Operating Activities

Net cash used for operating activities was $54.6 million for the three months ended April 30, 2014 , compared to $6.3 million for the three months ended April 30, 2013 . Net cash used for operating activities for the three months ended April 30, 2014 was primarily attributable to an increase in our inventories and a decrease in floorplan payable financing of such inventories. Net cash used for operating activities for the three months ended April 30, 2013 was primarily attributable to an increase in our inventories, and partially offset by a decrease in receivables, prepaid expenses and other assets. The increase in net cash used for operating activities for the three months ended April 30, 2014 , compared to the same period in the prior year, was primarily due to changes in working capital. We evaluate our cash flow from operating activities net of all floorplan activity. Taking this adjustment into account, our non-GAAP cash flow provided by operating activities was $10.7 million and $2.1 million for the three months ended April 30, 2014 and 2013 , respectively. For reconciliation of this non-GAAP financial measure, please see the Non-GAAP Cash Flow Reconciliation below.
 

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Table of Contents

Cash Flow Used For Investing Activities
 
Net cash used for investing activities was $6.1 million for the three months ended April 30, 2014 , compared to $9.6 million for the three months ended April 30, 2013 . For the three months ended April 30, 2014 , net cash used for investing activities was primarily comprised of property and equipment purchases. For the three months ended April 30, 2013 , net cash used for investing activities was primarily comprised of property and equipment purchases and business combinations consisting of two stores.

Cash Flow Provided By Financing Activities
 
Net cash provided by financing activities was $68.4 million for the three months ended April 30, 2014 and $5.9 million for the three months ended April 30, 2013 . In both the three months ended April 30, 2014 and 2013 , net cash provided by financing activities primarily consisted of an increase in non-manufacturer floorplan payables, which increased as a result of higher equipment inventory balances in each of the respective periods.
 
Non-GAAP Cash Flow Reconciliation
 
We consider our cash flow from operating activities to include all equipment inventory financing activity regardless of whether we obtain the financing from a manufacturer or other source. We consider equipment inventory financing with both manufacturers and other sources to be part of the normal operations of our business and use the adjusted cash flow analysis in the evaluation of our equipment inventory and inventory flooring needs. Non-GAAP cash flow used for operating activities is a non-GAAP financial measure which is adjusted for non-manufacturer floorplan payable. The adjustment is equal to the net change in non-manufacturer floorplan payable, as shown on the consolidated statements of cash flows. GAAP categorizes non-manufacturer floorplan payable as financing activities in the consolidated statements of cash flows.

We believe that the presentation of non-GAAP cash flow used for operating activities is relevant and useful to our investors because it provides information on activities we consider normal operations of our business, regardless of financing source. The following table reconciles net cash used for operating activities, a GAAP measure, to non-GAAP cash flow provided for operating activities, and net cash provided by financing activities, a GAAP measure, to non-GAAP cash flow provided by (used for) financing activities.
 
As Reported
 
Adjustment
 
Non-GAAP Measures
 
(in thousands)
Three Months Ended April 30, 2014
 
 
 
 
 
Net cash provided by (used for) operating activities
$
(54,602
)
 
$
65,305

 
$
10,703

Net cash provided by (used for) financing activities
68,425

 
(65,305
)
 
3,120

 
 
 
 
 
 
Three Months Ended April 30, 2013
 
 
 
 
 
Net cash provided by (used for) operating activities
$
(6,319
)
 
$
8,408

 
$
2,089

Net cash provided by (used for) financing activities
5,940

 
(8,408
)
 
(2,468
)

Non-GAAP cash flow provided by (used for) operating activities should be evaluated in addition to, and not considered a substitute for, or superior to, other GAAP measures such as net cash provided by (used for) operating activities.
 
Certain Information Concerning Off-Balance Sheet Arrangements  
As of April 30, 2014 , we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are, therefore, not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships. In the normal course of our business activities, we lease real estate, vehicles and equipment under operating leases.

25
Table of Contents

PRIVATE SECURITIES LITIGATION REFORM ACT
 
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Such “forward-looking” information is included in this Quarterly Report on Form 10-Q, including in “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations,” as well as in our Annual Report on Form 10-K for the year ended January 31, 2014 , and in other materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Company).
 
Forward-looking statements include all statements based on future expectations and specifically include, among other things, all statements relating to our expectations regarding exchange rate and interest rate impact, farm income levels and performance of the agricultural and construction industries, equipment inventory levels, and our primary liquidity sources and adequacy of our capital resources. Any statements that are not based upon historical facts, including the outcome of events that have not yet occurred and our expectations for future performance, are forward-looking statements. The words “potential,” “believe,” “estimate,” “expect,” “intend,” “may,” “could,” “will,” “plan,” “anticipate,” and similar words and expressions are intended to identify forward-looking statements. Such statements are based upon the current beliefs and expectations of our management. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, adverse market conditions in the agricultural and construction equipment industries, the continuation of unfavorable conditions in the credit markets and those matters identified and discussed in our Annual Report on Form 10-K under the section titled “Risk Factors.”


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We are exposed to various market risks, including changes in interest rates and foreign currency exchange rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates.
 
Interest Rate Risk:  Exposure to changes in interest rates results from borrowing activities used to fund operations. For fixed rate debt, interest rate changes affect the fair value of financial instruments but do not impact earnings or cash flows. Conversely, for floating rate debt, interest rate changes generally do not affect the fair market value but do impact future earnings and cash flows, assuming other factors are held constant. We have both fixed and floating rate financing. Some of our floating rate credit facilities contain minimum rates of interest to be charged. Based upon balances and interest rates as of April 30, 2014 , holding other variables constant, a one percentage point increase in interest rates for the next 12-month period would decrease pre-tax earnings and cash flow by approximately $5.3 million . Conversely, a one percentage point decrease in interest rates for the next 12-month period would result in an increase to pre-tax earnings and cash flow of approximately $5.3 million . At April 30, 2014 , we had variable rate floorplan payable of $798.5 million , of which approximately $481.6 million was interest-bearing, variable notes payable and long-term debt of $48.0 million , and fixed rate notes payable and long-term debt of $54.7 million .
 
Foreign Currency Exchange Rate Risk:   Foreign currency exposures arise as the result of our foreign operations. The Company is exposed to foreign currency exchange rate risk, as our net investment in our foreign operations is exposed to changes in foreign currency exchange rates. In addition, the Company is exposed to the translation of foreign currency earnings to the U.S. dollar, whereby the results of our operations and cash flows may be adversely impacted by fluctuating foreign currency exchange rates. The Company is also exposed to foreign currency transaction risk from purchasing inventory in currencies other than the U.S. dollar and as the result of certain intercompany financing transactions. The Company attempts to manage its foreign currency exchange rate risk through the use of derivative financial instruments, primarily foreign exchange forward contracts. Based upon balances and exchange rates as of April 30, 2014 , holding other variables constant, we believe that a hypothetical 10% increase or decrease in foreign exchange rates would not have a material impact on our results of operations or cash flows.
 

26
Table of Contents

ITEM 4. CONTROLS AND PROCEDURES
 
(a)                                  Evaluation of disclosure controls and procedures . After evaluating the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Quarterly Report, the Company’s Chief Executive Officer and Chief Financial Officer, with the participation of the Company’s management, have concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are effective.
 
(b)                                  Changes in internal controls . There has not been any change in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during its most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


27
Table of Contents

PART II. - OTHER INFORMATION
 
ITEM 1.                LEGAL PROCEEDINGS
 
We are, from time to time, subject to claims and suits arising in the ordinary course of business. Such claims have, in the past, generally been covered by insurance. There can be no assurance that our insurance will be adequate to cover all liabilities that may arise out of claims brought against us, or that our insurance will cover all claims. We are not currently a party to any material litigation.

ITEM 1A.             RISK FACTORS
 
In addition to the other information set forth in this report, including the important information in “Private Securities Litigation Reform Act,” you should carefully consider the “Risk Factors” discussed in our Form 10-K for the year ended January 31, 2014 as filed with the Securities and Exchange Commission. Those factors, if they were to occur, could cause our actual results to differ materially from those expressed in our forward-looking statements in this report, and materially adversely affect our financial condition or future results. Although we are not aware of any other factors, aside from those discussed in our Form 10-K, that we currently anticipate will cause our forward-looking statements to differ materially from our future actual results, or materially affect the Company’s financial condition or future results, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition and/or operating results.
 
ITEM 2.                UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  
We did not have any unregistered sales of equity securities during the fiscal quarter ended April 30, 2014 . 
ITEM 3.                DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.                MINE SAFETY DISCLOSURES
 
Not applicable.

ITEM 5.                OTHER INFORMATION
 
None.
 
ITEM 6.                EXHIBITS
 
Exhibits - See “Exhibit Index” on page following signatures.


28
Table of Contents

SIGNATURES  
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated:
June 5, 2014
 
 
 
TITAN MACHINERY INC.
 
 
 
 
 
 
 
 
By
/s/ Mark Kalvoda
 
 
 
Mark Kalvoda
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial Officer)

29
Table of Contents

EXHIBIT INDEX
TITAN MACHINERY INC.
FORM 10-Q
 
Exhibit No.
 
Description
 
 
 
*10.1
 
Form of Performance Award Agreement under the Titan Machinery Inc. 2014 Equity Incentive Plan.+
 
 
 
*10.2
 
Form of Restricted Stock Award Agreement (Directors) under the Titan Machinery Inc. 2014 Equity Incentive Plan.+
 
 
 
*10.3
 
Form of Restricted Stock Award Agreement (Officers) under the Titan Machinery Inc. 2014 Equity Incentive Plan.+
 
 
 
*10.4
 
Description of the Titan Machinery Inc. Long-Term Incentive Plan.+
 
 
 
*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
 
Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended April 30, 2014, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.
 
*Filed herewith
** Furnished herewith
+ Management compensatory plan or arrangement


30


Exhibit 10.1
PERFORMANCE AWARD AGREEMENT
TITAN MACHINERY INC.
2014 EQUITY INCENTIVE PLAN


THIS AGREEMENT, made effective as of this ____ day of ________, 20__ by and between Titan Machinery Inc., a Delaware corporation (the " Company ") and ________________ (the " Participant ").
W I T N E S S E T H:

WHEREAS, the Participant on the date hereof is an employee, officer, and/or director of the Company or one of its Affiliates; and

WHEREAS, the Company wishes to grant an equity performance award to Participant for performance-based restricted stock units of the Company pursuant to the Company’s 2014 Equity Incentive Plan (the “ Plan ”); and

WHEREAS, the Administrator of the Plan has authorized the grant of an equity performance award to the Participant.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1. Grant of Performance Award . Pursuant to Section 11 of the Plan, the Company hereby grants to Participant on the date set forth above (the “ Grant Date ”) an award for a target number of Performance-Based Restricted Stock Units (hereafter referred to as “ RSU’s ” or “ Performance Award ”) as set forth in the attached Performance Award Certificate. The Administrator may, in its sole discretion, pay Restricted Stock Units in cash, shares of Stock or any combination thereof, unless otherwise stated in the Performance Award Certificate or Exhibit 1 hereto.   Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan.

2.      Performance Period . For purposes of this Agreement, the term " Performance Period " shall be the period commencing on [______________] and ending on [_________].

3.      Performance Goals .

a.      The number of RSU’s earned by the Participant for the Performance Period will be determined based on the level of achievement of the Performance Goals in accordance with Exhibit 1 . All determinations of whether Performance Goals have been achieved, the number of RSU’s earned by the Participant, and all other matters related to this Section 3 shall be made by the Company’s Compensation Committee (the “ Committee ”).



1


b.      No later than seventy five (75) days following the end of the Performance Period, the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the number of RSU’s that the Participant shall have earned, if any. The number of vested RSU’s shall be rounded to the nearest whole number. Such certification shall be final, conclusive and binding on the Participant, and on all other persons. The issuance of shares shall occur not later than the period required for the RSU’s to qualify as a short-term deferral under Code Section 409A and the regulations issued thereunder.  

4.      Vesting of Performance Award. The Participant’s right to receive payment for any or all of the RSU’s is subject to (a) the achievement of the threshold Performance Goal for Participant set forth in Exhibit 1 attached hereto; and (b) the Participant's continuous service (the “ Continuous Service ”) from the Grant Date through the last day of the Performance Period.
 
5.      Termination of Continuous Service .

a.      Except as otherwise expressly provided in this Agreement, if the Participant’s Continuous Service terminates for any reason at any time before the conclusion of the Performance Period, the Participant’s right to the Performance Award shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement.

b.      Notwithstanding paragraph (a) above, if the Participant’s Continuous Service terminates during the Performance Period as a result of:
 
i.
Disability, as determined under any long-term disability program then maintained by the Company or any of its Affiliates that is applicable to Participant; or

ii. Death,

then Participant or Participant’s estate shall be entitled to receive shares, as the Committee in its sole discretion determines to have been earned for the period from the commencement date of the Performance Period through the close of the month immediately prior to the separation date (the “ Short Performance Period ”). This determination will be based on the Committee’s consideration of the Company’s actual performance for the Short Performance Period and the Performance Goals for such period, as set forth in Exhibit 1 to this Agreement. Such payment shall be made within 60 days of the date of Participant’s separation from service. If a payment is made pursuant to this Section 5, no payment shall be made pursuant to Sections 3 and 4 of this Agreement. The Committee’s determination of any award to be paid for the Short Performance Period shall be final, conclusive and binding on the Participant, and on all other persons.


2


6.      Rights as Shareholder; Dividends . The Participant shall not have any rights of a shareholder with respect to the RSU’s including, but not limited to, voting rights and the right to receive or accrue dividends or dividend equivalents.
7.      Issuance of Shares . After the Performance Award becomes payable as provided herein, and following payment of the applicable withholding taxes pursuant to Section 8(d) hereof, the Company shall promptly cause to be issued and delivered to Participant the requisite number of common shares, in certificated or uncertificated form, registered in Participant’s name or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, less any shares withheld to pay withholding taxes.
 
8.      Miscellaneous .

a.      Employment Status . This Agreement shall not confer on Participant any right with respect to continuance of employment by the Company or any of its Affiliates, nor will it interfere in any way with the right of the Company to terminate such employment. Except to the extent otherwise set forth in any written employment agreement, Participant’s employment relationship with the Company and its Affiliates shall be employment-at-will, and nothing in this Agreement shall be construed as creating an employment contract for any specified term between Participant and the Company or any Affiliate.

b.      Transfers; Securities Law Compliance . Prior to vesting, Participant shall not transfer, other than by will or the laws of descent and distribution, or otherwise dispose of the shares of the RSU’s received pursuant to this Agreement. The Participant may be required by the Company, as a condition of the effectiveness of this RSU award, to agree in writing that all Performance Shares received pursuant to this Agreement shall be held, until such time that such shares are registered and freely tradable under applicable state and federal securities laws, for Participant’s own account without a view to any further distribution thereof, that the certificates for such shares shall bear an appropriate legend to that effect and that such shares will be not transferred or disposed of except in compliance with applicable state and federal securities laws. A legend may be placed on any certificate(s) or other document(s) delivered to the Participant indicating restrictions on transferability of the shares pursuant to this Agreement or any other restrictions that the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of the Company’s common stock are then listed or quoted.

c.      Shares Reserved . The Company shall at all times during the term of this Agreement reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement.

d.      Withholding Taxes . In order to permit the Company to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to insure that, if necessary, all applicable federal or state payroll, income or other taxes are withheld from any amounts payable by the Company to the Participant. If the


3


Company is unable to withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under federal or state law.

e.      Performance Award Subject to Plan . This Agreement is subject to the Plan as approved by the Company's shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

f.      Nontransferability . Subject to any exceptions set forth in this Agreement or the Plan, the right to earn the shares as reflected on the Performance Award Certificate or any rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant.

g.      Governing Law . The laws of the state of Delaware shall govern all questions concerning the construction, validity, and interpretation of this Agreement, without regard to that state’s conflict of laws rules.

h.      Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.

i.      Section 162(m) . All payments under this Agreement are intended to constitute "qualified performance-based compensation" within the meaning of Section 162(m) of the Code. This Award shall be construed and administered in a manner consistent with such intent.

j.      Section 409A . This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

k.      Binding Agreement . This Agreement shall bind and inure to the benefit of the Company, its Affiliates and its successors and assigns, and Participant and any successor or successors of Participant permitted by this Agreement.

l.      Acceptance . The Participant hereby acknowledges access to the Plan and receipt of this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Performance Award subject to all of the terms and conditions of the Plan and


4


this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Performance Award or disposition of the underlying shares and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

TITAN MACHINERY INC.
By:     
[Name of Authorized Officer]
[Title]
                    
(Signature of Participant)
9.     
EXHIBIT 1


TITAN MACHINERY INC.
2014 EQUITY INCENTIVE PLAN
PERFORMANCE AWARD CERTIFICATE
This certifies the Performance Award, as specified below, has been granted under the Titan Machinery Inc. Equity Incentive Plan (the “ Plan ”), the terms and conditions of which are incorporated by reference herein and made a part hereof. In addition, the award shown in this Certificate is nontransferable and is subject to the terms and conditions set forth in the attached Performance Award Agreement of which this Certificate is a part.
[Name and Address of the Participant]
You have been granted the following Performance Award:
Grant Type:
 
_______________________
Target Number of RSU’s:
 
______________________
Maximum Number of RSU’s:
 
______________________
Grant Date:
 
______________________
Performance Period:
 
______________________
Performance Goals:
 
Set forth in Exhibit 1  to the
20___ Performance Award Agreement

By the Company’s and your signature below, it is agreed that this Performance Award is governed by the terms and conditions of the Performance Award Agreement, a copy of which is attached and made a part of this document, and the Plan.
TITAN MACHINERY INC.
By: __________________________
[Name of Authorized Officer]
[Title]
______________________________
(Signature of Participant)




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Exhibit 10.2
RESTRICTED STOCK AGREEMENT
TITAN MACHINERY INC.
2014 EQUITY INCENTIVE PLAN

THIS AGREEMENT, made effective as of this ____ day of _______, 20___, by and between Titan Machinery Inc., a Delaware corporation (the “ Company ”), and ________________ (“ Participant ”).

W I T N E S S E T H:

WHEREAS, the Participant on the date hereof is a non-employee director of the Company or one of its Affiliates; and

WHEREAS, the Company wishes to grant a restricted stock award to Participant for shares of the Company’s common stock pursuant to the Company’s 2014 Equity Incentive Plan (the “ Plan ”); and

WHEREAS, the Administrator of the Plan has authorized the grant of a restricted stock award to the Participant.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1.     Grant of Restricted Stock Award .

a. Pursuant to Section 11 of the Plan, the Company hereby grants to Participant on the date set forth above (the “ Grant Date ”) a restricted stock award (the “ Restricted Stock ”) for __________________ (________) shares of the Company’s common stock subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.

b. The Company shall cause to be issued uncertificated book-entry shares, registered in the Participant’s name, representing the Restricted Stock.  These shares shall be held as restricted shares until the vesting dates, be subject to an appropriate stop-transfer order and shall bear the following restrictive legend:

“The Common Shares held in book-entry are subject to forfeiture and are subject to the restrictions against transfer as contained in the Titan Machinery 2014 Equity Incentive Plan and a Restricted Stock Agreement between Titan Machinery Inc. and the registered owner of such shares.  Release from such restrictions, terms and conditions shall be made only in accordance with the provisions of the Plan and the Agreement, copies of which are on file in the office of Titan Machinery Inc.”


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2.     Vesting of Restricted Stock .

a. The shares of Restricted Stock will vest on the earlier of June 1, 20___ or the 20___ Annual Meeting (the “ Vesting Date ” ).
If the Participant ceases to be a director of the Company for any reason other than death, prior to the Vesting Date, including the Participant’s voluntary resignation, the Participant shall immediately forfeit all unvested shares of Restricted Stock. In the event of the Participant’s death, 100% of the unvested Restricted Stock shall vest as of the date of death.

b. Participant may not transfer or otherwise dispose of the Stock subject to this award until such time as Participant ceases to be a director of the Company.

c. Upon vesting of the Restricted Stock as provided herein, the Company will cause to be issued to Participant either a share certificate or uncertificated book-entry shares without the restrictive legend set forth in Section 1(b), but bearing such legend as the Company deems advisable pursuant to the exercise of its discretion under Section 4(a) below.

3.     Rights as Shareholder; Dividends .

a. The Participant shall be the record owner of the Restricted Stock during the vesting period and thereafter until the shares of common stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares.

b. If the Participant forfeits any rights he has under this Agreement in accordance with Section 2, the Participant shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the unvested Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares.

4.     Miscellaneous .

a. Securities Law Compliance . Participant shall not transfer, other than by will or the laws of descent and distribution, or otherwise dispose of the shares of Restricted Stock received pursuant to this Agreement until such time as counsel to the Company shall have determined that such transfer or other disposition will not violate any state or federal securities laws or company policy. The Participant may be required by the Company, as a condition of the effectiveness of this restricted stock award, to agree in writing that all Restricted Stock subject to this Agreement shall be held, until such time that such Restricted Stock is registered and freely tradable under applicable state and federal securities laws, for Participant’s own account without a view to any further distribution thereof, that the certificates for such shares shall bear an appropriate legend to that effect and that such shares will be not transferred or disposed of except in compliance with applicable state and federal


2

securities laws. A legend may be placed on any certificate(s) or other document(s) delivered to the Participant indicating restrictions on transferability of the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of the Company’s common stock are then listed or quoted.

b. Restricted Stock Subject to Plan . This Agreement is subject to the Plan as approved by the Company's shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

c. Binding Agreement . This Agreement shall bind and inure to the benefit of the Company, its Affiliates and its successors and assigns and Participant and any successor or successors of Participant permitted by this Agreement.

d. Acceptance . The Participant hereby acknowledges access to the Plan and receipt of this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock or disposition of the underlying shares and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition of the Restricted Stock. The Participant, as a non-employee of the Company, is responsible for making all tax payments arising from the grant and vesting of the Restricted Stock.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.
TITAN MACHINERY INC.
By:     
[Name of Authorized Officer]
[Title]
                    
(Signature of Participant)





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Exhibit 10.3
RESTRICTED STOCK AGREEMENT
TITAN MACHINERY INC.
2014 EQUITY INCENTIVE PLAN

THIS AGREEMENT, made effective as of this ____ day of _______, 20___, by and between Titan Machinery Inc., a Delaware corporation (the “ Company ”), and ________________ (“ Participant ”).

W I T N E S S E T H:

WHEREAS, the Participant on the date hereof is an employee of the Company or one of its Affiliates; and

WHEREAS, the Company wishes to grant a restricted stock award to Participant for shares of the Company’s common stock pursuant to the Company’s 2014 Equity Incentive Plan (the “ Plan ”); and

WHEREAS, the Administrator of the Plan has authorized the grant of a restricted stock award to the Participant.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1.     Grant of Restricted Stock Award .

a. Pursuant to Section 11 of the Plan, the Company hereby grants to Participant on the date set forth above (the “ Grant Date ”) a restricted stock award (the “ Restricted Stock ”) for __________________ (________) shares of the Company’s common stock subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.

b. The Company shall cause to be issued uncertificated book-entry shares, registered in the Participant’s name, representing the Restricted Stock.  These shares shall be held as restricted shares until the vesting dates, be subject to an appropriate stop-transfer order and shall bear the following restrictive legend:

“The Common Shares held in book-entry are subject to forfeiture and are subject to the restrictions against transfer as contained in the Titan Machinery 2014 Equity Incentive Plan and a Restricted Stock Agreement between Titan Machinery Inc. and the registered owner of such shares.  Release from such restrictions, terms and conditions shall be made only in accordance with the provisions of the Plan and the Agreement, copies of which are on file in the office of Titan Machinery Inc.”


1



2.     Vesting of Restricted Stock .

a. The shares of Restricted Stock will vest in accordance with the following schedule:

Vesting Date                  Shares
            
April 1, 20__                        
April 1, 20__                        
April 1, 20__                        
April 1, 20__                        
April 1, 20__                

If the Participant’s employment is terminated for any reason other than employee’s death, or the Participant’s employment status changes from full-time to part-time, then Participant shall immediately forfeit all unvested shares of Restricted Stock. The foregoing vesting schedule notwithstanding, in the event of the Participant’s death, 100% of the unvested Restricted Stock shall vest as of the date of death.

b. Solely for purposes of this Agreement, “full-time” means regularly scheduled to work at least 40 hours per week, and “part-time” means regularly scheduled to work less than 40 hours per week.    

c. Upon vesting of any portion of the Restricted Stock, pursuant to the schedule above, the Company will cause to be issued to Participant either a share certificate or uncertificated book-entry shares without the restrictive legend set forth in Section 1(b), but bearing such legend as the Company deems advisable pursuant to the exercise of its discretion under Section 4(b) below.

3.     Rights as Shareholder; Dividends .

a. The Participant shall be the record owner of the Restricted Stock during the vesting period and thereafter until the shares of common stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares.

b. If the Participant forfeits any rights he/she has under this Agreement in accordance with Section 2, the Participant shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the unvested Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares.





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4.     Miscellaneous .

a. Employment Status . This Agreement shall not confer on Participant any right with respect to continuance of employment by the Company or any of its Affiliates, nor will it interfere in any way with the right of the Company to terminate such employment. Except to the extent otherwise set forth in any written employment agreement, Participant’s employment relationship with the Company and its Affiliates shall be employment-at-will, and nothing in this Agreement shall be construed as creating an employment contract for any specified term between Participant and the Company or any Affiliate.

b. Transfers; Securities Law Compliance . Prior to vesting, Participant shall not transfer, other than by will or the laws of descent and distribution, or otherwise dispose of the shares of Restricted Stock received pursuant to this Agreement. The Participant may be required by the Company, as a condition of the effectiveness of this restricted stock award, to agree in writing that all Restricted Stock subject to this Agreement shall be held, until such time that such Restricted Stock is registered and freely tradable under applicable state and federal securities laws, for Participant’s own account without a view to any further distribution thereof, that the certificates for such shares shall bear an appropriate legend to that effect and that such shares will be not transferred or disposed of except in compliance with applicable state and federal securities laws. A legend may be placed on any certificate(s) or other document(s) delivered to the Participant indicating restrictions on transferability of the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of the Company’s common stock are then listed or quoted.

c. Withholding Taxes . In order to permit the Company to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to insure that, if necessary, all applicable federal or state payroll, income or other taxes are withheld from any amounts payable by the Company to the Participant. If the Company is unable to withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under federal or state law.

d. Restricted Stock Subject to Plan . This Agreement is subject to the Plan as approved by the Company's shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

e. Binding Agreement . This Agreement shall bind and inure to the benefit of the Company, its Affiliates and its successors and assigns and Participant and any successor or successors of Participant permitted by this Agreement.


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f. Acceptance . The Participant hereby acknowledges access to the Plan and receipt of this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock or disposition of the underlying shares and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition of the Restricted Stock.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

TITAN MACHINERY INC.
By:     
[Name of Authorized Officer]
[Title]
                    
(Signature of Participant)







































4


Exhibit 10.4
TITAN MACHINERY INC.
Description of Long-Term Incentive Plan

The Compensation Committee of Titan Machinery Inc. (the “Company”) approved a long-term incentive plan, the “Plan”, in which the each of the chief executive officer and president are entitled to receive a Performance Award for a number of shares of the Company’s common stock determined by dividing the award value, which is one half of a Participant’s base salary at the date of grant, by the closing trading price of the Company’s common stock on the date of grant (the “Performance Awards”).
The Performance Awards will vest in relation to achievement of threshold and target average after-tax return on equity (“ROE”) levels for the specified three-year performance period, as follows:
Level of
Performance
Percentage of
Performance Award Vested
Below Threshold ROE
0%
Threshold ROE
25%
Target ROE
100%
ROE performance between the Threshold and Target levels will result in vesting of a pro rata portion of the Performance Award.
Pursuant to the terms of the Plan, the Company’s chief executive officer and president were each granted a Performance Award with a maximum value of 13,797 shares of the Company’s common stock on June 2, 2014. The Performance Awards will have a performance period beginning with the Company's 2015 fiscal year and ending with the Company's 2017 fiscal year.





EXHIBIT 31.1
 
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
 
I, David J. Meyer, certify that:
 
1. I have reviewed this report on Form 10-Q of Titan Machinery Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.           The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.           The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: June 5, 2014
 
 
/s/ David J. Meyer
 
David J. Meyer
 
Board Chair and Chief Executive Officer
 





EXHIBIT 31.2
 
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
 
I, Mark Kalvoda, certify that:
 
1.                                       I have reviewed this report on Form 10-Q of Titan Machinery Inc.;
 
2                                          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.                                       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.                                       The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.                                       The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: June 5, 2014
 
 
/s/ Mark Kalvoda
 
Mark Kalvoda
 
Chief Financial Officer





EXHIBIT 32.1
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Titan Machinery Inc. (the “Company”) on Form 10-Q for the quarter ended April 30, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, David J. Meyer, Board Chair and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
 
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: June 5, 2014
 
 
/s/ David J. Meyer
 
David J. Meyer
 
Board Chair and Chief Executive Officer





EXHIBIT 32.2
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Titan Machinery Inc. (the “Company”) on Form 10-Q for the quarter ended April 30, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, Mark Kalvoda, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
 
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: June 5, 2014
 
 
/s/ Mark Kalvoda
 
Mark Kalvoda
 
Chief Financial Officer