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 October 31, 2009

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.)

 

4876 Rocking Horse Circle
Fargo, ND 58104-6049

(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 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  o    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 December 1, 2009 was: Common Stock, $0.00001 par value, 17,773,534 shares.

 

 

 



Table of Contents

 

TITAN MACHINERY INC.

QUARTERLY REPORT ON FORM 10-Q

 

Table of Contents

 

 

 

Page No.

 

 

 

PART I.

FINANCIAL INFORMATION

1

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

1

 

 

 

 

Consolidated Balance Sheets as of October 31, 2009 and January 31, 2009

1

 

 

 

 

Consolidated Statements of Operations for the three and nine months ended October 31, 2009 and 2008

2

 

 

 

 

Consolidated Statements of Cash Flows for the nine months ended October 31, 2009 and 2008

3

 

 

 

 

Notes to Consolidated Financial Statements

5

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

13

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

21

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

21

 

 

 

PART II.

OTHER INFORMATION

22

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

22

 

 

 

ITEM 1A.

RISK FACTORS

22

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

22

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

22

 

 

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

22

 

 

 

ITEM 5.

OTHER INFORMATION

22

 

 

 

ITEM 6.

EXHIBITS

22

 

 

Signatures

23

 

 

Exhibit Index

24

 



Table of Contents

 

PART I. – FINANCIAL INFORMATION

 

ITEM 1.                  FINANCIAL STATEMENTS

 

TITAN MACHINERY INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

 

 

October 31,

 

January 31,

 

 

 

2009

 

2009

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

82,376

 

$

41,047

 

U.S. treasury bills

 

 

44,994

 

Total cash, cash equivalents and U.S. treasury bills

 

82,376

 

86,041

 

 

 

 

 

 

 

Receivables, net

 

23,593

 

19,627

 

Inventories

 

355,196

 

241,094

 

Prepaid expenses

 

927

 

532

 

Income taxes receivable

 

 

1,433

 

Deferred income taxes

 

2,154

 

1,426

 

Total current assets

 

464,246

 

350,153

 

 

 

 

 

 

 

INTANGIBLES AND OTHER ASSETS

 

 

 

 

 

Noncurrent parts inventories

 

1,946

 

1,509

 

Goodwill

 

13,679

 

12,464

 

Intangible assets, net of accumulated amortization

 

312

 

366

 

Other

 

563

 

487

 

 

 

16,500

 

14,826

 

PROPERTY AND EQUIPMENT, net of accumulated depreciation

 

45,741

 

45,269

 

 

 

$

526,487

 

$

410,248

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

 

$

14,596

 

$

18,652

 

Floorplan notes payable

 

261,905

 

166,481

 

Current maturities of long-term debt and short-term advances

 

9,865

 

7,623

 

Customer deposits

 

9,937

 

15,158

 

Accrued expenses

 

10,373

 

8,308

 

Income taxes payable

 

1,584

 

 

Total current liabilities

 

308,260

 

216,222

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

Long-term debt, less current maturities

 

23,192

 

14,810

 

Deferred income taxes

 

4,917

 

3,503

 

Other long-term liabilities

 

3,214

 

1,946

 

 

 

31,323

 

20,259

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, par value $.00001 per share, authorized - 25,000 shares; issued and outstanding - 17,770 at October 31, 2009 and 17,657 at January 31, 2009

 

 

 

Additional paid-in-capital

 

138,518

 

137,755

 

Retained earnings

 

48,386

 

36,012

 

 

 

186,904

 

173,767

 

 

 

$

526,487

 

$

410,248

 

 

See Notes to Consolidated Financial Statements

 

1



Table of Contents

 

TITAN MACHINERY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 31,

 

October 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 

 

 

 

 

Equipment

 

$

173,367

 

$

167,950

 

$

439,374

 

$

386,705

 

Parts

 

32,961

 

29,794

 

91,813

 

74,910

 

Service

 

15,854

 

12,894

 

44,036

 

32,626

 

Other, including trucking and rental

 

4,836

 

3,322

 

11,288

 

7,207

 

TOTAL REVENUE

 

227,018

 

213,960

 

586,511

 

501,448

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE

 

 

 

 

 

 

 

 

 

Equipment

 

155,653

 

148,678

 

393,405

 

343,582

 

Parts

 

22,291

 

20,638

 

63,767

 

53,121

 

Service

 

5,658

 

5,019

 

15,844

 

12,344

 

Other, including trucking and rental

 

3,833

 

2,279

 

9,388

 

5,027

 

TOTAL COST OF REVENUE

 

187,435

 

176,614

 

482,404

 

414,074

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

39,583

 

37,346

 

104,107

 

87,374

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

27,792

 

23,153

 

79,159

 

60,805

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

11,791

 

14,193

 

24,948

 

26,569

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Interest and other income

 

180

 

496

 

531

 

1,257

 

Floorplan interest expense

 

(1,798

)

(783

)

(3,461

)

(2,082

)

Interest expense other

 

(454

)

(46

)

(1,045

)

(589

)

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

9,719

 

13,860

 

20,973

 

25,155

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

(3,986

)

(5,675

)

(8,599

)

(10,250

)

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

5,733

 

$

8,185

 

$

12,374

 

$

14,905

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE - NOTE 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE - BASIC

 

$

0.33

 

$

0.47

 

$

0.70

 

$

0.94

 

EARNINGS PER SHARE - DILUTED

 

$

0.32

 

$

0.45

 

$

0.69

 

$

0.91

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES - BASIC

 

17,604

 

17,553

 

17,586

 

15,864

 

WEIGHTED AVERAGE SHARES - DILUTED

 

18,013

 

18,041

 

17,958

 

16,374

 

 

See Notes to Consolidated Financial Statements

 

2



Table of Contents

 

TITAN MACHINERY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

 

 

Nine Months Ended October 31,

 

 

 

2009

 

2008

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

12,374

 

$

14,905

 

Adjustments to reconcile net income to net cash from operations

 

 

 

 

 

Depreciation and amortization

 

5,888

 

2,939

 

Deferred income taxes

 

680

 

68

 

Stock-based compensation expense

 

720

 

488

 

Other

 

(28

)

(92

)

Changes in assets and liabilities, net of purchase of equipment dealerships assets and assumption of liabilities

 

 

 

 

 

Receivables, prepaid expenses and other assets

 

(4,122

)

2,451

 

Inventories

 

(49,981

)

(14,066

)

Floorplan notes payable

 

5,144

 

4,637

 

Accounts payable, customer deposits, accrued expenses and other long-term liabilities

 

(6,764

)

(1,303

)

Income taxes

 

3,017

 

3,761

 

 

 

 

 

 

 

NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

 

(33,072

)

13,788

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Net change in U.S. treasury bills

 

44,994

 

(49,904

)

Property and equipment purchases

 

(11,066

)

(6,072

)

Net proceeds from sale of equipment

 

338

 

288

 

Purchase of equipment dealerships, net of cash purchased

 

(3,737

)

(24,275

)

 

 

 

 

 

 

NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES

 

30,529

 

(79,963

)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Proceeds from follow-on offering of common stock net of underwriting discount of $4,389 and other direct costs of $396

 

 

78,815

 

Net change in non-manufacturer floorplan notes payable

 

33,664

 

3,603

 

Short-term advances related to customer contracts in transit

 

1,329

 

 

Proceeds from long-term debt borrowings

 

20,570

 

691

 

Principal payments on long-term debt and subordinated debentures

 

(11,734

)

(17,916

)

Other

 

43

 

40

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

43,872

 

65,233

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

41,329

 

(942

)

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

41,047

 

42,803

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

82,376

 

$

41,861

 

 

See Notes to Consolidated Financial Statements

 

3



Table of Contents

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Page – 2

(in thousands)

 

 

 

Nine Months Ended October 31,

 

 

 

2009

 

2008

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

Cash paid during the period

 

 

 

 

 

Income taxes, net of refunds

 

$

5,710

 

$

6,178

 

Interest

 

$

3,763

 

$

2,763

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

Property and equipment purchased with long-term debt

 

$

1,772

 

$

 

Net transfer of equipment from fixed assets to inventories

 

$

7,684

 

$

 

Net transfer of financing from long-term debt to floorplan notes payable

 

$

3,180

 

$

 

Acquisition of equipment dealership assets in exchange for cash and assumption of liabilities including purchase accounting adjustments on prior acquisitions

 

 

 

 

 

Receivables

 

$

(239

)

$

(1,255

)

Inventories

 

(6,391

)

(25,644

)

Deferred income taxes, net

 

133

 

328

 

Property and equipment

 

(851

)

(6,917

)

Intangible assets

 

 

(250

)

Goodwill

 

(1,215

)

(1,895

)

Accounts payable

 

(247

)

350

 

Floorplan notes payable

 

2,443

 

7,476

 

Customer deposits

 

205

 

391

 

Accrued expenses

 

188

 

43

 

Income taxes payable

 

(127

)

242

 

Long-term debt

 

1,867

 

735

 

Non-cash consideration: other long-term liabilities

 

497

 

2,121

 

Cash paid for dealerships, net of cash purchased and adjustments on prior acquisitions

 

$

(3,737

)

$

(24,275

)

 

See Notes to Consolidated Financial Statements

 

4



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 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. Operating results for the nine-month period ended October 31, 2009 are not necessarily indicative of the results that may be expected for the year ending January 31, 2010. The information contained in the balance sheet as of January 31, 2009 was derived from the Company’s audited financial statements 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 our Form 10-K for the fiscal year ended January 31, 2009 as filed with the SEC.

 

Nature of Business

 

Titan Machinery Inc. (the “Company”) is engaged in the retail sale, service and rental of agricultural and construction machinery through stores in North Dakota, South Dakota, Minnesota, Iowa, Nebraska, Montana and Wyoming.

 

Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Transportation Solutions, LLC. All significant accounts, transactions and profits between the consolidated companies have been eliminated in consolidation.

 

Fair Value of Financial Instruments

 

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. Based upon current borrowing rates with similar maturities, the carrying value of the long-term debt approximates the fair value as of October 31, 2009 and January 31, 2009.

 

Recent Accounting Guidance

 

In June 2009, the FASB issued authoritative guidance on the FASB Accounting Standards Codification (“ASC” or “Codification”) and the hierarchy of generally accepted accounting principles, codified in ASC 105, Generally Accepted Accounting Principles. This guidance established the Codification as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, excluding guidance from the SEC, was superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification became nonauthoritative. The Codification does not change GAAP, but instead introduced a new structure that combined all authoritative standards into a comprehensive, topically organized online database. The Codification was effective for interim or annual periods ending after September 15, 2009, and impacted the Company’s financial statement disclosures beginning with the quarter ending October 31, 2009 as all future references to authoritative accounting literature will be referenced in accordance with the Codification.

 

5



Table of Contents

 

There will be no changes to the content of the Company’s consolidated financial statements or disclosures as a result of implementing the Codification.

 

In October 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance on revenue recognition, codified in ASC 605-25, Revenue Recognition. This guidance modifies the fair value requirements of revenue recognition on multiple element arrangements by allowing the use of the “best estimate of selling price” in addition to vendor specific objective evidence and third-party evidence for determining the selling price of a deliverable. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence, (b) third-party evidence, or (c) estimates. In addition, the guidance eliminates the residual method of allocation and significantly expands the disclosure requirements for such arrangements. This guidance is effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company is in the process of determining the impact that this guidance will have on the Company’s consolidated financial statements.

 

In June 2009, the FASB issued authoritative guidance on the consolidation of variable interest entities (“VIEs”), codified in ASC 810, Consolidation. This guidance eliminates the exemption for qualifying special-purpose entities, amends the approach companies use to identify the VIEs for which they are deemed to be the primary beneficiary and are required to consolidate, and requires additional disclosure of an entity’s involvement with a VIE. The guidance requires companies to perform ongoing reassessments of whether it is the primary beneficiary of a VIE. This assessment no longer includes the quantitative-based assessment, and instead requires a qualitative assessment of whether a company has the power to direct the VIE’s activities that most significantly impact the company’s economic performance and whether the entity has the obligation to absorb losses or the right to receive benefits that could be significant to the VIE. This guidance is effective for fiscal years beginning after November 15, 2009. The Company is in the process of determining the impact it will have on the Company’s consolidated financial statements.

 

In May 2009, the FASB issued authoritative guidance on subsequent events, codified in ASC 855, Subsequent Events. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted the guidance as of July 31, 2009. Its adoption did not have a material effect on the Company’s consolidated financial statements.

 

In April 2009, the FASB issued authoritative guidance on the accounting and disclosure of assets acquired and liabilities assumed in a business combination that arise from contingencies, and subsequent accounting for these contingencies. This guidance was codified in ASC 805, Business Combinations, and will be effective for the Company on February 1, 2010. Its adoption is not expected to have a material effect on the Company’s consolidated financial statements based on the nature of the assets acquired and liabilities assumed in our business combinations.

 

In April 2009, the FASB issued authoritative guidance that required disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies, in addition to inclusion in annual financial statements. This guidance was codified in ASC 820, Fair Value Measurements and Disclosures. The Company adopted this FSP as of July 31, 2009. Its adoption did not have a material effect on the Company’s consolidated financial statements.

 

In February 2008, the FASB issued authoritative guidance on fair value measurements, codified in ASC 820, Fair Value Measurements and Disclosures. This guidance permitted a one year deferral of the application of fair value measurements for all non-financial assets and non-financial liabilities, except those recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company adopted fair value measurements for non-financial assets and non-financial liabilities on February 1, 2009. Its adoption did not have a material effect on the Company’s results of operations, financial position or cash flows.

 

In December 2007, the FASB issued authoritative guidance on business combinations which provided additional guidance on improving the relevance, representational faithfulness, and comparability of the financial information that a reporting entity provides in its financial reports about a business combination and its effects. This guidance was codified in ASC 805, Business Combinations, and applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company adopted SFAS 141R effective February 1, 2009. Its adoption did not have a material effect on the Company’s consolidated financial statements. Any acquisition made in fiscal 2010 and future periods are subject to this new accounting guidance.

 

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Table of Contents

 

In December 2007, the FASB issued authoritative guidance on accounting and reporting for non-controlling interests in a subsidiary and for the deconsolidation of a subsidiary, codified in ASC 810, Consolidation. This guidance applied to all entities that prepare consolidated financial statements and have an outstanding noncontrolling interest in one or more subsidiaries. The Company adopted this guidance on February 1, 2009. Its adoption did not have a material effect on the Company’s consolidated financial statements.

 

Earnings Per Share

 

The following table sets forth the denominator for the computation of basic and diluted earnings per share:

 

 

 

Three Months Ended October 31,

 

Nine Months Ended October 31,

 

(in thousands)

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Basic weighted-average shares outstanding

 

17,604

 

17,553

 

17,586

 

15,864

 

Plus: Incremental shares from assumed conversions

 

 

 

 

 

 

 

 

 

Restricted Stock

 

161

 

86

 

132

 

86

 

Warrants

 

62

 

111

 

74

 

112

 

Stock Options

 

186

 

291

 

166

 

312

 

Diluted weighted-average shares outstanding

 

18,013

 

18,041

 

17,958

 

16,374

 

 

There were 148,500 and 78,500 stock options outstanding as of October 31, 2009 and 2008, respectively, that were not included in the computation of diluted earnings per share because they were anti-dilutive.

 

NOTE 2 -       INVENTORIES

 

 

 

October 31,

 

January 31,

 

 

 

2009

 

2009

 

 

 

(in thousands)

 

New equipment

 

$

207,766

 

$

132,502

 

Used equipment

 

103,633

 

68,333

 

Parts, tires and attachments

 

40,259

 

37,314

 

Work in process

 

3,538

 

2,945

 

 

 

$

355,196

 

$

241,094

 

 

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 -       LINES OF CREDIT / FLOORPLAN NOTES PAYABLE

 

Operating Line of Credit

 

On July 15, 2009, the Company entered into a Loan Agreement (the “Loan Agreement”) with Bremer Bank National Association (“Bremer Bank”) which provides for a $25.0 million revolving operating line of credit (“Revolving Loan”) and a $15.0 million term loan (“Term Loan”). The Revolving Loan may be used to fund short term working capital requirements of the Company, and replaces the Company’s previous $25.0 million operating line of credit with Bremer Bank. The Revolving Loan has a variable interest rate of 0.25% per annum below a Bremer Bank reference rate (subject to a minimum interest rate floor of 4.5%), requires monthly payments of accrued interest commencing August 1, 2009, and has a maturity date of July 14, 2010. Advances under the Loan Agreement are secured by substantially all of the Company’s assets. See discussion of the Term Loan in Note 4.

 

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The Company had no amount outstanding on the Revolving Loan at October 31, 2009. The Loan Agreement contains certain financial covenants which impose minimum levels of current ratio, debt service coverage, and inventory turnover ratio and a maximum level of debt to tangible net worth ratio. As of October 31, 2009, the Company was in compliance with all of these financial covenants.

 

Floorplan Lines of Credit

 

The Company has discretionary floorplan lines of credit for equipment purchases totaling approximately $365.0 million with various lending institutions, including a $300.0 million Wholesale Floorplan Credit Facility with CNH Capital America LLC (“CNH”). The available borrowings under the CNH credit facility are reduced by outstanding floorplan notes payable, rental fleet financing and other acquisition-related financing arrangements with CNH. Prior to September 1, 2009, the interest rate for new borrowings under the CNH Capital floorplan line of credit was equal to the prime rate plus 0.3% per annum for most purposes, subject to any interest-free periods offered by CNH. From September 1, 2009 through January 31, 2010, interest rates range from the prime rate plus 4% to the prime rate plus 6% on new borrowings under the CNH Capital floorplan line of credit, subject to any interest-free periods offered by CNH. The CNH Capital credit facility automatically renews on August 31 of each year through August 31, 2012, unless earlier terminated by either party. Under covenants of the CNH credit facility, the Company has agreed, among other things, to maintain various financial ratio levels and to submit certain financial information. As of October 31, 2009, the Company was in compliance with all floorplan financial covenants.

 

Floorplan notes payable relating to these credit facilities totaled approximately $252.9 million of the total floorplan notes payable balance of $261.9 million outstanding as of October 31, 2009 and $153.8 million of the total floorplan notes payable balance of $166.5 million outstanding as of January 31, 2009. As of October 31, 2009, the Company had approximately $96.9 million in available borrowings remaining under these lines of credit. These floorplan notes carried various interest rates primarily ranging from 3.25 to 9.25% as of October 31, 2009 and January 31, 2009, and are secured by the related inventory. Repayment terms vary by individual notes, but generally payments are made from sales proceeds or rental revenue from the related inventories.

 

NOTE 4 -       LONG-TERM DEBT

 

As discussed in Note 3, on July 15, 2009 the Company entered into a Loan Agreement with Bremer Bank that provides for a $25.0 million Revolving Loan and a $15.0 million Term Loan. The Term Loan will be used for the long term working capital requirements of the Company. The Term Loan has a fixed interest rate of 5.9%, requires monthly payments of principal and interest commencing August 1, 2009, and has a maturity date of July 1, 2014. Advances under the Loan Agreement are secured by substantially all of the Company’s assets. The Loan Agreement contains certain financial covenants that impose minimum levels of current ratio, debt service coverage, and inventory turnover ratio and a maximum level of debt to tangible net worth ratio. As of October 31, 2009, the Company was in compliance with all of these financial covenants. See discussion of the Revolving Loan in Note 3.

 

There was $14.3 million outstanding on this Term Loan as of October 31, 2009. Future maturities on this Term Loan are as follows:

 

12 Months Ending October 31,

 

Amount

 

 

 

(in thousands)

 

2010

 

$

2,688

 

2011

 

2,853

 

2012

 

3,027

 

2013

 

3,215

 

2014

 

2,535

 

Thereafter

 

 

 

 

$

14,318

 

 

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NOTE 5 -       INCOME TAXES

 

In August 2009, the Internal Revenue Service (“IRS”) completed its audit of the Company, including the uncertain tax position taken during fiscal 2008. All amounts owed to state and federal taxing authorities were paid prior to October 31, 2009. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the nine months ended October 31, 2009 follows (in thousands):

 

Balance at January 31, 2009

 

$

446

 

Additions for tax positions related to current year

 

 

Additions/reductions for tax positions taken in prior years:

 

 

 

Accrued interest expense

 

9

 

Reduction due to final IRS settlement

 

(14

)

Reductions for tax positions as a result of:

 

 

 

Settlements

 

(441

)

Lapse of statute of limitations

 

 

Balance at October 31, 2009

 

$

 

 

The Company is no longer subject to U.S. federal income tax examinations for fiscal years ending prior to January 31, 2007.

 

NOTE 6 -       STOCK WARRANTS, STOCK OPTIONS AND RESTRICTED STOCK

 

Common Stock Warrants

 

The following table summarizes stock warrant activity for the nine months ended October 31, 2009:

 

(number of warrants and aggregate intrinsic value in thousands)

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

Average

 

 

 

 

 

Average

 

Aggregate

 

Remaining

 

 

 

Number of

 

Exercise

 

Intrinsic

 

Contractual

 

 

 

Warrants

 

Price

 

Value

 

Life (Years)

 

 

 

 

 

 

 

 

 

 

 

Outstanding and exercisable at January 31, 2009

 

123

 

$

3.45

 

 

 

 

 

Granted

 

 

 

 

 

 

 

Exercised

 

(38

)

3.50

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

Outstanding and exercisable at October 31, 2009

 

85

 

$

3.43

 

$

624

 

2.6

 

 

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Stock Options

 

The following table summarizes stock option activity for the nine months ended October 31, 2009:

 

(number of stock options and aggregate intrinsic value in thousands)

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

Average

 

 

 

 

 

Average

 

Aggregate

 

Remaining

 

 

 

Number of

 

Exercise

 

Intrinsic

 

Contractual

 

 

 

Options

 

Price

 

Value

 

Life (Years)

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 31, 2009

 

646

 

$

10.91

 

 

 

 

 

Granted

 

5

 

11.16

 

 

 

 

 

Exercised

 

(8

)

5.32

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

Outstanding at October 31, 2009

 

643

 

$

10.98

 

$

1,472

 

7.3

 

 

 

 

 

 

 

 

 

 

 

Exercisable at October 31, 2009

 

178

 

$

8.72

 

$

627

 

6.9

 

 

Restricted Stock

 

The following table summarizes restricted stock activity for the nine months ended October 31, 2009:

 

(number of restricted shares in thousands)

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

Average

 

 

 

 

 

Average

 

Remaining

 

 

 

 

 

Grant Date

 

Contractual

 

 

 

Shares

 

Fair Value

 

Term

 

Nonvested at January 31, 2009

 

92

 

$

10.18

 

2.1

 

Granted

 

84

 

13.05

 

 

 

Forfeited

 

(4

)

10.90

 

 

 

Vested

 

(11

)

12.78

 

 

 

Nonvested at October 31, 2009

 

161

 

$

11.48

 

2.7

 

 

The weighted average grant date fair value of restricted stock granted was $13.05 and $20.40 per share for the nine months ended October 31, 2009 and 2008, respectively. The total fair value of restricted stock vested was $133,000 and $13,000 for the nine months ended October 31, 2009 and 2008, respectively. As of October 31, 2009, there was approximately $707,000 of unrecognized compensation cost on non-vested restricted stock that is expected to be recognized over a weighted-average period of 2.7 years.

 

NOTE 7 -       BUSINESS COMBINATIONS

 

On May 1, 2009, the Company acquired 100% of the outstanding stock of Winger Implement, Inc. The acquired entity consisted of one agricultural equipment store located in Winger, Minnesota and expands the Company’s presence in the Red River Valley. The acquisition-date fair value of the total consideration transferred for the dealership was $1,450,000. The Company expects the allocation of the purchase price to be finalized within one year of the acquisition date.

 

On May 28, 2009, the Company acquired certain assets of Arthur Mercantile, Co. The acquired entity consisted of one agricultural equipment store located in Arthur, North Dakota and expands the Company’s presence in the Red River Valley. The acquisition-date fair value of the total consideration transferred for the dealership was $831,697. The Company

 

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Table of Contents

 

expects the allocation of the purchase price to be finalized within one year of the acquisition date. James L. Williams, Arthur Mercantile, Co.’s President and Treasurer, is a Titan Machinery director.

 

On June 30, 2009, the Company acquired certain assets of Valley Equipment, Inc. in Mayville, North Dakota. The acquired entity consisted of one agricultural equipment store and expands the Company’s presence in the Red River Valley. The acquisition-date fair value of the total consideration transferred for the dealership was $753,404. The Company expects the allocation of the purchase price to be finalized within one year of the acquisition date.

 

On August 14, 2009, the Company acquired certain assets of Lickness Bros. Implement Co. The acquired entity consisted of one agricultural equipment store located in Britton, South Dakota and is contiguous to existing markets in Northeast South Dakota and Southeast North Dakota.  The acquisition-date fair value of the total consideration transferred for the dealership was $209,551. The Company expects the allocation of the purchase price to be finalized within one year of the acquisition date.

 

During the nine months ended October 31, 2009 adjustments were recorded to finalize the purchase price allocations of prior acquisitions and for additional consideration of $1,063,000 earned and paid under agreements disclosed in our Form 10-K for the fiscal year ended January 31, 2009 as filed with the SEC. These adjustments and additional consideration resulted in a net increase in goodwill of $862,000.

 

The results of operations have been included in the Company’s consolidated results of operations since the date of each respective business combination. The fair value of assets acquired and liabilities assumed in the above business combinations and adjustments on prior acquisitions are presented in the following table:

 

 

 

(in thousands)

 

 

 

 

 

Cash

 

73

 

Receivables

 

239

 

Inventories

 

6,391

 

Deferred income taxes

 

8

 

Property and equipment

 

851

 

Goodwill

 

1,215

 

 

 

$

8,777

 

 

 

 

 

Accounts payable

 

$

(247

)

Floorplan notes payable

 

2,443

 

Customer deposits

 

205

 

Accrued expenses

 

188

 

Income taxes payable

 

(127

)

Long-term debt

 

1,867

 

Deferred income taxes

 

141

 

 

 

$

4,470

 

 

 

 

 

Cash consideration

 

3,810

 

Non-cash consideration: other long-term liabilities

 

497

 

Total consideration

 

$

4,307

 

 

Goodwill of $1,068,000 recorded in the acquisition transactions during the nine months ended October, 31, 2009 is expected to be deductible for tax purposes.

 

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Table of Contents

 

NOTE 8 -       SUBSEQUENT EVENTS

 

On November 2, 2009, the Company closed on the acquisition of certain assets of Oskaloosa Implement Co., for approximately $2,559,000. The acquired entity consisted of two agricultural equipment stores located in Pella and Oskaloosa, Iowa and expands the Company’s presence in Iowa.  Used equipment inventory of approximately $1,752,000, and the related floorplan notes payable and accounts payable, were purchased in October 2009 and are included in the Company’s balance sheet as of October 31, 2009.

 

On November 2, 2009, the Company acquired 100% of the outstanding stock of Valley Farm Equipment, Inc. in Milbank, South Dakota, for approximately $1,860,000. The acquired entity consisted of one agricultural equipment store and is strategically located in the Whetstone Valley in Eastern South Dakota, between Titan Machinery’s existing dealerships in Graceville, Minnesota, Watertown, South Dakota, and Aberdeen, South Dakota.

 

The Company evaluated for the occurrence of subsequent events through December 10, 2009, the issuance date of the Company’s financial statements. No recognized or non-recognized subsequent events occurred except as noted above.

 

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Table of Contents

 

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 consolidated financial statements and related notes included in Item 1 of Part 1 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, 2009.

 

Critical Accounting Policies

 

There have been no material changes in our Critical Accounting Policies, as disclosed in our Annual Report on Form 10-K for the year ended January 31, 2009.

 

Overview

 

We own and operate one of the largest networks of full service agricultural and construction equipment stores in North America. We are the world’s largest retail dealer of Case IH Agriculture equipment and a major retail dealer of New Holland Agriculture, Case Construction and New Holland Construction equipment in the U.S. We sell and rent agricultural and construction equipment, sell parts, and service the equipment operating in the areas surrounding our stores.

 

Our net income was $5.7 million, or $0.32 per diluted share, for the three months ended October 31, 2009, compared to $8.2 million, or $0.45 per diluted share, for the three months ended October 31, 2008. Significant factors impacting the quarter were:

 

·                  Overall revenue growth was due to acquisitions and was partially offset by declines in same-store sales resulting from a particularly strong agriculture equipment market in the third quarter of fiscal 2009 and a challenging construction market, as compared to the third quarter of fiscal 2009;

 

·                  Increase in gross profits primarily due to increased revenues;

 

·                  Increase in operating expenses as a percent of revenue primarily due to an increased concentration of construction stores in our overall store composition, as well as lower revenues due to the challenging construction market; and

 

·                  Increase in inventories reflecting historical stocking levels to support future sales.

 

13


 


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:

 

 

 

Three Months Ended October 31,

 

Nine Months Ended October 31,

 

 

 

 

 

 

 

Percent

 

 

 

 

 

Percent

 

 

 

2009

 

2008

 

Change

 

2009

 

2008

 

Change

 

 

 

(dollars in thousands)

 

 

 

(dollars in thousands)

 

 

 

Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 173,367

 

$

 167,950

 

3.2

%

$

 439,374

 

$

 386,705

 

13.6

%

Cost of revenue

 

155,653

 

148,678

 

4.7

%

393,405

 

343,582

 

14.5

%

Gross profit

 

$

 17,714

 

$

 19,272

 

(8.1

)%

$

 45,969

 

$

 43,123

 

6.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parts

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 32,961

 

$

 29,794

 

10.6

%

$

 91,813

 

$

 74,910

 

22.6

%

Cost of revenue

 

22,291

 

20,638

 

8.0

%

63,767

 

53,121

 

20.0

%

Gross profit

 

$

 10,670

 

$

 9,156

 

16.5

%

$

 28,046

 

$

 21,789

 

28.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 15,854

 

$

 12,894

 

23.0

%

$

 44,036

 

$

 32,626

 

35.0

%

Cost of revenue

 

5,658

 

5,019

 

12.7

%

15,844

 

12,344

 

28.4

%

Gross profit

 

$

 10,196

 

$

 7,875

 

29.5

%

$

 28,192

 

$

 20,282

 

39.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other, including trucking and rental

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 4,836

 

$

 3,322

 

45.6

%

$

 11,288

 

$

 7,207

 

56.6

%

Cost of revenue

 

3,833

 

2,279

 

68.2

%

9,388

 

5,027

 

86.8

%

Gross profit

 

$

 1,003

 

$

 1,043

 

(3.8

)%

$

 1,900

 

$

 2,180

 

(12.8

)%

 

The following table sets forth our statements of operations data expressed as a percentage for each of our four sources of revenue for the periods indicated:

 

 

 

Three Months Ended October 31,

 

Nine Months Ended October 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Equipment

 

76.4

%

78.5

%

74.9

%

77.1

%

Parts

 

14.5

%

13.9

%

15.7

%

15.0

%

Service

 

7.0

%

6.0

%

7.5

%

6.5

%

Other, including trucking and rental

 

2.1

%

1.6

%

1.9

%

1.4

%

Total revenue

 

100.0

%

100.0

%

100.0

%

100.0

%

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

 

 

 

 

 

 

Equipment

 

68.6

%

69.5

%

67.1

%

68.5

%

Parts

 

9.8

%

9.6

%

10.9

%

10.6

%

Service

 

2.5

%

2.3

%

2.7

%

2.5

%

Other, including trucking and rental

 

1.7

%

1.1

%

1.5

%

1.0

%

Total cost of revenue

 

82.6

%

82.5

%

82.2

%

82.6

%

 

 

 

 

 

 

 

 

 

 

Gross profit

 

17.4

%

17.5

%

17.8

%

17.4

%

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

12.2

%

10.8

%

13.5

%

12.1

%

 

 

 

 

 

 

 

 

 

 

Income from operations

 

5.2

%

6.7

%

4.3

%

5.3

%

 

14



Table of Contents

 

Three Months Ended October 31, 2009 Compared to Three Months Ended October 31, 2008

 

Revenue

 

 

 

Three months ended

 

Three months ended

 

 

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment

 

$

 173,367

 

$

 167,950

 

$

 5,417

 

3.2

%

Parts

 

32,961

 

29,794

 

3,167

 

10.6

%

Service

 

15,854

 

12,894

 

2,960

 

23.0

%

Other, including trucking and rental

 

4,836

 

3,322

 

1,514

 

45.6

%

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

$

 227,018

 

$

 213,960

 

$

 13,058

 

6.1

%

 

The increase in revenue for the three months ended October 31, 2009, as compared to the same period last year, was due to acquisitions contributing to current period revenue, offset by a decline in same-store sales. Acquisitions contributed $25.1 million of the increase in total revenue, while same-store sales declined by $12.0 million. Revenue from acquisitions was negatively impacted by the slow construction market we are currently experiencing and the large number of construction stores acquired in the prior year. Same-store sales decreased 5.7% over the same period of the prior year, resulting from a particularly strong equipment market in the third quarter of fiscal 2009 that did not recur in the third quarter of fiscal 2010.

 

Cost of Revenue

 

 

 

Three months ended

 

Three months ended

 

 

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment

 

$

 155,653

 

$

 148,678

 

$

 6,975

 

4.7

%

Parts

 

22,291

 

20,638

 

1,653

 

8.0

%

Service

 

5,658

 

5,019

 

639

 

12.7

%

Other, including trucking and rental

 

3,833

 

2,279

 

1,554

 

68.2

%

 

 

 

 

 

 

 

 

 

 

Total cost of revenue

 

$

 187,435

 

$

 176,614

 

$

 10,821

 

6.1

%

 

The increase in cost of revenue for the three months ended October 31, 2009, as compared to the same period last year, was primarily due to increased revenue. Acquisitions contributed $20.6 million of the increase in total cost of revenue, while the decline in same-store sales resulted in a decrease in cost of revenue of $9.8 million. As a percentage of revenue, cost of revenue was 82.6% compared to 82.5% for the third quarter of fiscal 2009.

 

15



Table of Contents

 

Gross Profit

 

 

 

Three months ended

 

Three months ended

 

Increase/

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

(Decrease)

 

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment

 

$

 17,714

 

$

 19,272

 

$

 (1,558

)

(8.1

)%

Parts

 

10,670

 

9,156

 

1,514

 

16.5

%

Service

 

10,196

 

7,875

 

2,321

 

29.5

%

Other, including trucking and rental

 

1,003

 

1,043

 

(40

)

(3.8

)%

 

 

 

 

 

 

 

 

 

 

Total Gross Profit

 

$

 39,583

 

$

 37,346

 

$

 2,237

 

6.0

%

 

The $2.2 million increase in gross profit for the three months ended October 31, 2009, as compared to the same period last year, was primarily due to increased revenue. Acquisitions contributed $4.5 million to the increase in gross profit for the three months ended October 31, 2009, offset by a decrease in same-store gross profits of $2.3 million from the three months ended October 31, 2008. Gross profit margins were 17.4% for the third quarter of fiscal 2010, compared to 17.5% for the third quarter of fiscal 2009. The gross profit margin on equipment revenues for the third quarter of fiscal 2010 declined compared to the same period last year due to a particularly strong equipment market in the third quarter of fiscal 2009 that did not recur in the third quarter of fiscal 2010, but was enhanced by a manufacturer incentive program. The gross profit margin on parts revenues for the third quarter of fiscal 2010, as compared to the same period last year, was enhanced by a parts incentive program.

 

Operating Expenses

 

 

 

Three months ended

 

Three months ended

 

 

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

Operating Expenses

 

$

 27,792

 

$

 23,153

 

$

 4,639

 

20.0

%

 

The $4.6 million increase in operating expenses, as compared to the same period last year, was primarily due to the additional costs associated with acquisitions such as compensation, rent and depreciation. As a percentage of total revenue, operating expenses increased to 12.2% for the third quarter of fiscal 2010 compared to 10.8% for the third quarter of fiscal 2009. This increase from the prior year was due to the increased number of construction stores, which have higher operating expenses as a percent of revenue, as well as lower revenues due to the challenging construction market, as compared to the same period of fiscal 2009. In addition, the strong prior year sales resulted in improved fixed operating expense utilization as a percentage of sales in the third quarter of fiscal 2009.

 

Other Income (Expense)

 

 

 

Three months ended

 

Three months ended

 

Increase/

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

(Decrease)

 

Change

 

 

 

(dollars in thousands)

 

 

 

Interest and other income

 

$

 180

 

$

 496

 

$

 (316

)

(63.7

)%

Floorplan interest expense

 

(1,798

)

(783

)

1,015

 

129.6

%

Interest expense

 

(454

)

(46

)

408

 

887.0

%

 

Interest and other income decreased $0.3 million for the three months ended October 31, 2009, as compared to the same period last year, as we invested our cash balances in highly secure investments that carried lower interest rates than those earned in the three months ended October 31, 2008. The increase in floorplan interest expense was due to the increase in

 

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floorplan notes payable balances and higher interest rates for the three months ended October 31, 2009, as compared to the same period in the prior year. The increase in interest expense resulted from higher long-term debt balances.

 

Provision for Income Taxes

 

 

 

Three months ended

 

Three months ended

 

 

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

Decrease

 

Change

 

 

 

(dollars in thousands)

 

 

 

Provision for income taxes

 

$

 3,986

 

$

 5,675

 

$

 (1,689

)

(29.8

)%

 

The effective tax rate was 41.0% for the three months ended October 31, 2009 and 2008, respectively.

 

Nine Months Ended October 31, 2009 Compared to Nine Months Ended October 31, 2008

 

Revenue

 

 

 

Nine Months Ended

 

Nine Months Ended

 

 

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

Equipment

 

$

 439,374

 

$

 386,705

 

$

 52,669

 

13.6

%

Parts

 

91,813

 

74,910

 

16,903

 

22.6

%

Service

 

44,036

 

32,626

 

11,410

 

35.0

%

Other, including trucking and rental

 

11,288

 

7,207

 

4,081

 

56.6

%

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

$

 586,511

 

$

 501,448

 

$

 85,063

 

17.0

%

 

The increase in revenue for the nine months ended October 31, 2009, as compared to the same period last year, was due to acquisitions contributing to current period revenue, offset by a decline in same-store sales. Acquisitions contributed $86.4 million of the increase in total revenue, while same-store sales declined by $1.3 million, a decrease of 0.3% over the same period of the prior year. Revenue from acquisitions was negatively impacted by the slow construction market we are currently experiencing and the large number of construction stores acquired in the prior year.

 

Cost of Revenue

 

 

 

Nine Months Ended

 

Nine Months Ended

 

 

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

Equipment

 

$

 393,405

 

$

 343,582

 

$

 49,823

 

14.5

%

Parts

 

63,767

 

53,121

 

10,646

 

20.0

%

Service

 

15,844

 

12,344

 

3,500

 

28.4

%

Other, including trucking and rental

 

9,388

 

5,027

 

4,361

 

86.8

%

 

 

 

 

 

 

 

 

 

 

Total cost of revenue

 

$

 482,404

 

$

 414,074

 

$

 68,330

 

16.5

%

 

The increase in cost of revenue for the nine months ended October 31, 2009, as compared to the same period last year, was primarily due to increased revenue. Acquisitions contributed $70.8 million of the increase in total cost of revenue, while the decline in same-store sales resulted in a decrease in cost of revenue of $2.5 million. As a percentage of revenue, cost of revenue was 82.2% for the nine months ended October 31, 2009 compared to 82.6% for the nine months ended October 31, 2008.

 

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Gross Profit

 

 

 

Nine Months Ended

 

Nine Months Ended

 

Increase/

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

(Decrease)

 

Change

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment

 

$

 45,969

 

$

 43,123

 

$

 2,846

 

6.6

%

Parts

 

28,046

 

21,789

 

6,257

 

28.7

%

Service

 

28,192

 

20,282

 

7,910

 

39.0

%

Other, including trucking and rental

 

1,900

 

2,180

 

(280

)

(12.8

)%

 

 

 

 

 

 

 

 

 

 

Total Gross Profit

 

$

 104,107

 

$

 87,374

 

$

 16,733

 

19.2

%

 

The $16.7 million increase in gross profit for the nine months ended October 31, 2009, as compared to the same period last year, was primarily due to increased revenue. Acquisitions contributed $15.6 million to the increase in gross profit for the nine months ended October 31, 2009, while increases in same-store gross profits provided the remaining $1.1 million of the gross profit improvement. Gross profit margins were 17.8% for the nine months ended October 31, 2009, compared to 17.4% for the nine months ended October 31, 2008. The gross profit margin on equipment revenues for the nine months ended October 31, 2009 declined compared to the same period in fiscal 2009 due to a particularly strong equipment market in the third quarter of fiscal 2009 that did not recur in the third quarter of fiscal 2010, but was enhanced by a manufacturer incentive program. The gross profit margin on parts revenues for the third quarter of fiscal 2010, as compared to the same period last year, was enhanced by a parts incentive program. The decrease in gross profit margins on other, including trucking and rental, was due to a lower utilization of our rental fleet.

 

Operating Expenses

 

 

 

Nine Months Ended

 

Nine Months Ended

 

 

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

Operating Expenses

 

$

 79,159

 

$

 60,805

 

$

 18,354

 

30.2

%

 

The $18.3 million increase in operating expenses for the nine months ended October 31, 2009, as compared to the same period last year, was primarily due to the additional costs associated with acquisitions such as compensation, rent and depreciation. As a percentage of total revenue, operating expenses increased to 13.5% for the nine months ended October 31, 2009, compared to 12.1% for the nine months ended October 31, 2008. This increase from the prior year is due to the increased number of construction stores, which have higher operating expenses as a percent of revenue, as well as lower revenues due to the challenging construction market, as compared to the same period of fiscal 2009.

 

Other Income (Expense)

 

 

 

Nine Months Ended

 

Nine Months Ended

 

Increase/

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

(Decrease)

 

Change

 

 

 

(dollars in thousands)

 

 

 

Interest and other income

 

$

 531

 

$

 1,257

 

$

 (726

)

(57.8

)%

Floorplan interest expense

 

(3,461

)

(2,082

)

1,379

 

66.2

%

Interest expense

 

(1,045

)

(589

)

456

 

77.4

%

 

Interest and other income decreased $0.7 million for the nine months ended October 31, 2009 as we invested our cash balances in highly secure investments that carried lower interest rates than those earned in the nine months ended October 31, 2008. The increase in floorplan interest expense was primarily due to the increase in floorplan notes payable balances for the nine months ended October 31, 2009 compared to the same period in the prior year. The increase in interest expense resulted from higher long-term debt balances.

 

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Table of Contents

 

Provision for Income Taxes

 

 

 

Nine Months Ended

 

Nine Months Ended

 

 

 

Percent

 

 

 

October 31, 2009

 

October 31, 2008

 

Decrease

 

Change

 

 

 

(dollars in thousands)

 

 

 

Provision for income taxes

 

$

 8,599

 

$

 10,250

 

$

 (1,651

)

(16.1

)%

 

The effective tax rate was 41.0% for the nine months ended October 31, 2009 and 2008, respectively.

 

Liquidity and Capital Resources

 

Cash Flow from Operating Activities

 

For the nine months ended October 31, 2009, our cash flow used in operating activities was $33.1 million. Our cash flow from operations was primarily the result of our reported net income of $12.4 million, an increase in floorplan notes payable of $5.1 million and an add-back of non-cash depreciation and amortization of $5.9 million. This amount was principally offset by an increase in inventories of $50.0 million and a net decrease in accounts payable, customer deposits, accrued expenses and other long-term liabilities of $6.8 million. The increase in inventories reflects historical stocking levels to support future sales.

 

For the nine months ended October 31, 2008, our cash flow provided by operating activities was $13.8 million.  Our cash flow from operations was primarily the result of our reported net income of $14.9 million, a net decrease in receivables, prepaid expenses and other assets of $2.5 million, a net increase in floorplan notes payable of $4.6 million, an increase in income taxes of $3.8 million, and an add-back of non-cash depreciation and amortization of $2.9 million.  This amount was principally offset by an increase in inventories of $14.0 million and a net decrease in accounts payable, customer deposits, accrued expenses and other long-term liabilities of $1.3 million.  The increase in inventory was primarily the result of a build-up of new equipment inventory for the fourth quarter.

 

We evaluate our cash flow from operating activities net of all floorplan activity and short-term advances related to customer contracts in transit.  Taking these adjustments into account, our non-GAAP cash flow provided by operating activities as of October 31, 2009 was $1.9 million.  For a reconciliation of this non-GAAP financial measure, please see the Non-GAAP Cash Flow Reconciliation below.

 

Cash Flow from Investing Activities

 

For the nine months ended October 31, 2009, cash provided by investing activities was $30.5 million. Our cash provided by investing activities primarily consisted of the sale of U.S. treasury bills of $45.0 million, offset by purchases of property and equipment for $11.1 million, and purchases of equipment dealerships of $3.7 million. We are now investing our excess cash balances in investments that are classified as cash equivalents.

 

For the nine months ended October 31, 2008, cash used for investing activities was $80.0 million.  Our cash used for investing activities primarily consisted of the purchase of U.S. treasury bills of $49.9 million, equipment dealership purchases of $24.3 million and purchases of property and equipment for $6.1 million.  We began purchasing U.S. treasury bills in the third quarter of the current year to safely invest our cash reserves.  The second quarter $14.4 million purchase of the Mid-Land Equipment Company was the most significant cash acquisition during the nine months ended October 31, 2008.

 

Cash Flow from Financing Activities

 

For the nine months ended October 31, 2009, cash provided by financing activities was $43.9 million. Cash provided by financing activities was primarily the result of an increase in non-manufacturer floorplan notes payable of $33.7 million and proceeds from long-term debt and short-term advances exceeding principal payments on long-term debt by $10.2 million.

 

For the nine months ended October 31, 2008, cash provided from financing activities was $65.2 million.  Cash provided by financing activities was primarily the result of $78.8 million in net proceeds from our second quarter follow-on offering and an increase in non-manufacturer floorplan payable of $3.6 million.  Partially offsetting these proceeds were principal payments on long-term debt and subordinated debentures of $17.9 million.

 

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Table of Contents

 

Non-GAAP Cash Flow Reconciliation

 

Non-GAAP cash flow provided by (used for) operating activities is a non-GAAP financial measure which is adjusted for the following:

 

·                  Non-manufacturer floorplan notes payable: We review our cash flow from operating activities to include all floorplan notes payable activity regardless of whether we obtain the financing from a manufacturer or a non-manufacturer.  We consider inventory financing with both manufacturers and non-manufacturers to be part of the normal operations of our business and use the adjusted cash flow analysis in the evaluation of our inventory and inventory flooring needs.  GAAP categorizes non-manufacturer floorplan payable as financing activities in the Consolidated Statement of Cash Flows.

 

·                  Short-term advances related to customer contracts in transit:  We review our cash flow from operating activities to include short-term advances related to customer contracts in transit.  These advances are directly related to our contracts in transit and are considered part of our working capital.  GAAP categorizes short-term advances related to customer contracts in transit as financing activities in the Consolidated Statements of Cash Flows.

 

The following table reconciles net cash provided by (used for) operating activities, a GAAP measure, to non-GAAP cash flow provided by operating activities as of October 31, 2009 and net cash provided by financing activities, a GAAP measure, to non-GAAP cash flow provided by financing activities as of October 31, 2009 (in thousands):

 

 

 

 

 

Adjustment

 

Adjustment

 

Non-GAAP

 

 

 

As Reported

 

(1)

 

(2)

 

Measures

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used for) operating activities

 

$

 (33,072

)

$

 33,664

 

$

 1,329

 

$

 1,921

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

43,872

 

(33,664

)

(1,329

)

8,879

 

 


(1) - Net change in non-manufacturer floorplan notes payable

(2) - Net change in short-term advances related to customer contracts in transit

 

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.

 

Sources of Liquidity

 

Our primary sources of liquidity are cash reserves, cash flow from operations, proceeds from the issuance of debt and borrowings under our credit facilities. We expect that ongoing requirements for debt service and capital expenditures will be funded from these sources.

 

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 notes payable.

 

Based on our current operational performance, we believe our cash flow from operations, available cash and available borrowings under the existing credit facilities will adequately provide our liquidity needs for, at a minimum, the next 12 months.

 

Certain Information Concerning Off-Balance Sheet Arrangements

 

We do 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,

 

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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 rental equipment and buildings under operating leases.

 

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, 2009 that was filed with the Securities and Exchange Commission, 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 (i) our expectations regarding parts inventory sales, (ii) our expectations regarding our primary liquidity sources, and (iii) our expectations and beliefs with respect to the uses 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 market risk from changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices such as interest rates. 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 value but do impact future earnings and cash flows, assuming other factors are held constant.

 

Based upon balances and interest rates as of October 31, 2009, 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 $1.2 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 $1.2 million. At October 31, 2009, we had variable rate floorplan notes payable of $261.9 million, of which approximately $108.8 million was interest-bearing, variable notes payable and long-term debt of $12.7 million, and fixed rate notes payable and long-term debt of $20.4 million.

 

Our policy is not to enter into derivatives or other financial instruments for trading or speculative purposes.

 

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, our 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 to ensure that information that is required to be disclosed by the Company in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer, with the participation of the Company’s management, have also concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

 

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(b)                                Changes in internal controls. The Company is in the process of converting to a new enterprise resource planning (ERP) system, which is scheduled to be implemented in phases.  During the fiscal quarter ended October 31, 2009, the Company went live on its initial phase of the new ERP system implementation, which included the financial reporting and shared resource center functions.  The Company believes that the new ERP system and related changes to internal controls will enhance the Company’s internal controls over financial reporting.  The Company has taken the necessary steps to monitor and maintain appropriate internal controls during this period of change and will continue to evaluate the operating effectiveness of related key controls during subsequent periods.

 

Other than the implementation of the new ERP system discussed above, 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.

 

PART II. - OTHER INFORMATION

 

ITEM 1.                  LEGAL PROCEEDINGS

 

We are currently not a party to any material pending legal proceedings.

 

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, 2009 as filed with the United States 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 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

 

None.

 

ITEM 3.                  DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.                  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None.

 

ITEM 5.                  OTHER INFORMATION

 

None.

 

ITEM 6.                  EXHIBITS

 

(a)              Exhibits - See “Exhibit Index” on page following signatures.

 

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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: December 10, 2009

 

 

TITAN MACHINERY INC.

 

 

 

 

 

 

 

 

 

 

By

/s/ Peter J. Christianson

 

 

 

Peter J. Christianson

 

 

 

President and Chief Financial Officer

 

 

 

(Principal Financial Officer)

 

 

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Table of Contents

 

EXHIBIT INDEX

TITAN MACHINERY INCORPORATED

FORM 10-Q

 

Exhibit No.

 

Description

*10.1

 

Letter Agreement with CNH Capital America, LLC dated November 25, 2009

 

 

 

*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

 


*Filed herewith

 

24