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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________________________________________
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 2024 OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 001-33866
___________________________________________
TITAN MACHINERY INC.
(Exact name of registrant as specified in its charter)
Delaware
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)
(701) 356-0130
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.00001 par value per share
TITN
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
___________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an
emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2
of
the
Exchange
Act.
(Check
one):
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Smaller reporting company
o
Emerging Growth Company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of our common stock held by non-affiliates as of July 31, 2023, the last business day of our most recently completed second fiscal
quarter, was approximately $645.0 million (based on the last sale price of $31.92 per share on such date as reported on the Nasdaq Global Select Market).
The number of shares outstanding of the registrant's common stock as of March 25, 2024 was 22,848,792 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the registrant's 2024 Annual Meeting of Stockholders are incorporated by reference into Items 10, 11, 12, 13 and
14 of Part III of this report. The definitive proxy statement for the registrant’s 2024 Annual Meeting of Stockholders will be filed with the U.S. Securities and Exchange
Commission within 120 days after the end of the fiscal year to which this report relates.
Table of Contents
Page No.
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Item 1A.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Item 1B.
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Item 1C.
Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Item 6.
Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . .
45
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
Item 9A.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
Item 9B.
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . .
86
PART III
Item 10.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . .
86
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
Item 13.
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . .
87
Item 14.
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
PART IV
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
Item 16.
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
i
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ITEM 1. BUSINESS
Our Company
Titan Machinery Inc. and its subsidiaries (collectively, "Titan Machinery," the "Company," "we," or "our") own and
operate a network of full service agricultural and construction equipment stores in the United States, Europe and Australia. We
have been an authorized dealer of CNH Industrial N.V. or its U.S. subsidiaries (collectively referred to in this Form 10-K as
"CNH Industrial") since our inception in 1980. CNH Industrial is a leading manufacturer and supplier of agricultural and
construction equipment, which includes the Case IH Agriculture, New Holland Agriculture, Case Construction and New
Holland Construction brands. Based upon information provided to us by CNH Industrial, we are the largest retail dealer of Case
IH Agriculture equipment in the world, one of the largest retail dealers of Case Construction equipment in North America and
one of the largest retail dealers of New Holland Agriculture and New Holland Construction equipment in the United States. In
addition to the CNH Industrial brands, we sell and service equipment supplied by a variety of other manufacturers and
distributors.
We operate our business in four reportable segments, Agriculture, Construction, Europe (formerly known as
"International"), and Australia, within which we engage in four principal business activities:
•
new and used equipment sales;
•
parts sales;
•
equipment repair and maintenance services; and
•
equipment rental and other activities.
We offer our customers a one-stop solution by providing equipment and parts sales, equipment repair and maintenance
services, and rental functions in each store. Our full service approach provides us with multiple points of customer contact and
cross-selling opportunities. We believe our mix of principal business activities, as well as our broad geographic footprint,
provide us with crop, weather and market diversification. This diversification helps to lower our overall exposure to adverse
economic cycles that affect particular geographic markets or segments. We also believe our scale, customer service, centralized
resources, and experienced management team provide us with a competitive advantage in many of our local markets.
Throughout our 43-year operating history, we have built an extensive network of 94 full service stores in the United
States, 39 stores in Europe and 15 stores in Australia. Our Agriculture stores in the U.S. are located in Idaho, Iowa, Kansas,
Minnesota, Missouri, Montana, Nebraska, North Dakota, South Dakota, Washington, Wisconsin, and Wyoming and include
several highly productive farming regions, such as the Red River Valley in eastern North Dakota and northwestern Minnesota,
portions of the corn belt in Iowa, eastern South Dakota and southern Minnesota, the I-80 corridor region in Nebraska, which sits
on top of the Ogallala Aquifer, and the Snake River Valley in eastern Idaho. Our Construction stores are located in Colorado,
Iowa, Minnesota, Nebraska, North Dakota, South Dakota, and Wisconsin. Internationally, the Company's European stores are
located in the countries of Bulgaria, Germany, Romania, and Ukraine, and our Australian stores are located in the states of New
South Wales, South Australia, and Victoria in Southeastern Australia.
We have a history of growth through acquisitions. Those acquisitions vary from single dealerships to larger dealership
groups with locations in multiple states. Since January 1, 2003, we have completed over 60 acquisitions located in 15 U.S.
states, four European countries, and three Australian states, along with establishing a new network of dealership locations in
Ukraine. We believe that there will continue to be opportunities for dealership consolidation in the future, and we expect that
acquisitions will continue to be a component of our long-term growth strategy.
Products and Services
Within each of our segments, we have four principal sources of revenue: new and used equipment sales, parts sales,
equipment repair and maintenance services, and equipment rental and other business activities.
1
New and Used Equipment Sales
We sell new agricultural and construction equipment manufactured under the CNH Industrial family of brands as well as
equipment from a variety of other manufacturers. We also sell used equipment, which is primarily acquired through trade-ins
from our customers. The agricultural equipment we sell and service includes machinery and attachments for uses ranging from
large-scale commercial farming to home and garden purposes. The construction equipment we sell and service includes heavy
construction machinery, light industrial machinery for commercial and residential construction, and road and highway
construction machinery. Equipment sales generate cross-selling opportunities by populating our markets with equipment that
will be in need of service and parts. Equipment revenue represented 77.8%, 77.5% and 75.4% of total revenue for the fiscal
years ended January 31, 2024, 2023 and 2022.
Parts Sales
We maintain an extensive in-house parts inventory to provide timely parts and repair and maintenance support to our
customers. Our parts sales provide a revenue stream that is less sensitive to economic cycles than our equipment sales. Parts
revenue represented 14.9%, 14.8% and 15.6% of total revenue for the fiscal years ended January 31, 2024, 2023 and 2022.
Equipment Repair and Maintenance Services
We provide set-up and repair and maintenance services, including warranty repairs, for our customers' equipment. Our
stores have service shops staffed by trained service technicians. In addition, our technicians are able to make off-site repairs at
customer locations. We provide proactive and comprehensive customer service by maintaining service histories for each piece
of equipment owned by our customers, maintaining 24/7 service hours in times of peak equipment usage, providing on-site
repair services, scheduling off-season maintenance activities with customers, notifying customers of periodic service
requirements and providing training programs to customers in order to educate them on standard maintenance requirements.
Our aftermarket repair and maintenance services have historically provided a high-margin and stable source of revenue through
changing economic cycles. Service revenue represented 5.7%, 5.9% and 6.8% of total revenue for the fiscal years ended
January 31, 2024, 2023 and 2022.
Equipment Rental and Other Business Activities
We rent equipment to our customers, primarily in the Construction segment, for periods ranging from a few days to
seasonal rentals. We manage the size, quality, age and composition of our rental fleet and closely monitor and analyze customer
demand and rate trends. We service our rental fleet through our on-site parts and services team and market our rental equipment
through our retail sales force. Our rental activities create cross-selling opportunities in equipment sales, including rent-to-own
purchase options on our non-fleet rentals.
We provide ancillary equipment support activities such as equipment transportation, Global Positioning System ("GPS")
signal subscriptions and other precision farming products, farm data management products, and CNH Industrial finance and
insurance products.
Equipment rental and other revenue represented 1.6%, 1.8% and 2.2% of total revenue for the fiscal years ended
January 31, 2024, 2023 and 2022.
Industry Overview
Agricultural Equipment Industry
Agricultural equipment is purchased primarily by farmers and commercial entities, such as cooperatives, that provide
services to farmers for the production of crops used for food, fiber, feed grain and feedstock for renewable energy. Agricultural
equipment is also purchased for "lifestyle farms", home and garden applications, and maintenance of commercial, residential
and government properties. Deere & Company ("Deere"), CNH Industrial, AGCO Corporation ("AGCO"), and Kubota
Corporation ("Kubota"), are the largest global manufacturers of agricultural equipment, and they each manufacture a full line of
equipment and parts that supply the primary machinery requirements of farmers and other users of agricultural equipment. In
addition to the major manufacturers, several short-line manufacturers produce specialized equipment that satisfies various niche
requirements of end users. Agricultural equipment manufacturers typically grant dealers in the United States defined sales and
marketing territories with designated store locations to distribute their products.
2
We believe there are many factors that influence demand for agricultural equipment, parts, and repair and maintenance
services, including net farm income, commodity markets, production yields, tariffs and trade policies, interest rates, government
policies, European Union subvention funds and individual European country subsidies, tax policies, local growing conditions,
and general economic conditions. Any of these conditions can change materially in a short time period, creating volatility in
demand for our products and services. U.S federal legislation, such as the 2018 Farm Bill and its subsequent extensions,
attempts to stabilize the agriculture industry through various policies including (i) commodity programs consisting of direct,
counter-cyclical and price support payments to farmers; (ii) conservation programs; (iii) crop insurance programs; and
(iv) disaster relief programs. The Farm Management Deposit scheme is used by farmers in Australia to help deal with uneven
income flows by making deposits during more profitable years and receiving repayments during years with lower profitability.
We believe that these various federal policies reduce financial volatility in the agriculture industry and assist farmers in
continuing to operate their farms during economic down cycles and through the adverse headwinds caused by trade policies and
tariffs.
Construction Equipment Industry
Construction equipment is purchased primarily for use in commercial, residential and infrastructure construction, as well
as for agriculture, demolition, energy production and forestry operations. Caterpillar, Inc., Deere, Komatsu Ltd., the Volvo
Group, Terex Corporation, Doosan, and CNH Industrial are some of the largest global manufacturers of construction and
industrial equipment. The market for construction equipment is segmented across multiple categories including earth moving,
lifting, light industrial, asphalt and paving, and concrete and aggregate equipment. As with agricultural equipment, distribution
of construction equipment in the United States is accomplished primarily through manufacturer authorized dealers.
CNH Industrial and industry reports show that demand for construction equipment in our markets is driven by several
factors, including (i) public spending on roads, highways, sewer and water projects, and other public works projects; (ii) public
and private expenditures for the energy, mining, and forestry industries; (iii) business conditions in the agriculture industry; and
(iv) general economic and market conditions of the construction sector for residential and commercial buildings.
Business Strengths
We believe the following attributes are important factors in our ability to compete effectively and to achieve our long-
term financial objectives:
Centralized Inventory Management
We believe our significant scale enables us to centrally manage our inventory, permitting us to more effectively manage
inventory levels at each store while still providing a significant breadth of equipment and parts inventories to our customers
throughout our footprint. Moreover, our floorplan financing capacity enables us to opportunistically purchase and carry
inventory to satisfy market demands.
Superior Customer Service at the Local Level
Our centralization of numerous administrative functions better positions our employees in the field to focus on customer
service. We believe that the following capabilities enable us to better service our customers:
•
our ability to staff a large number of highly-trained service technicians across our network of stores, which makes it
possible to schedule repair services on short notice without affecting our technician utilization rates;
•
our ability to staff and leverage product and application specialists across our network of stores, which makes it
possible to offer valuable pre-sale and aftermarket services, including equipment training, best practices education and
precision farming technology support; and
•
our ability to innovate and lead our industry through initiatives such as precision farming and farm data management
products and services, which provide our customers with the latest advances in technology and operating practices.
We spend significant time and resources training our employees to effectively service our customers in each of our local
markets. Our training program involves active participation in all manufacturer-sponsored training programs, the use of
industry experts for customized training programs, and a centralized training team to assist in training programs and the
integration of newly-acquired dealerships. We partner with many technical colleges to offer scholarships and sponsor students
who we plan to eventually employ as service technicians. We also offer a federally regulated and approved service technician
apprenticeship program that provides our employees with the opportunity to obtain a national, industry recognized credential
through full-time on-the-job-training with us.
3
Ability to Act on Acquisition Opportunities
We believe that our experienced management team and access to capital enable us to be opportunistic in responding to
accretive growth opportunities, primarily arising from the continued consolidation of the equipment dealer network.
Professional Centralized Marketing Systems
Our centralized shared resource group based in our corporate headquarters includes a professional marketing team that
supports all aspects of brand and solution awareness, customer analytics and targeting, and lead generation through
multichannel campaigns that typically incorporate digital marketing (email, website, search, display, social and syndication),
direct mail, and regional and local advertising and sponsorships. Our marketing functions also drive increased customer
engagement and loyalty by administering a consistent customer Net Promoter Score process and through participation in trade
shows and industry events and communication and coordination for local store open houses, service clinics, equipment
demonstrations, product showcases and customer appreciation outings.
Ability to Attract and Retain Superior Employees
We recognize that attracting and retaining talented employees is essential to achieving outstanding company performance.
We strive to develop our employees through a structured training program and to invest in our employees’ development. In
addition, we have robust compensation tools that allow us to react to rapidly changing market conditions and reward employees
for high performance. We believe that our efforts in these areas will enable us to attract and retain superior employees necessary
for us to be successful in our industry. See “Human Capital”.
Diverse and Stable Customer Base Reduces Market Risk
Our large geographic footprint covering thirteen U.S. states, four European countries and three Australian states provides
a diversified customer base. We believe that this diverse customer base reduces the potential impact of risks associated with
customer concentration and fluctuations in local market conditions. During fiscal 2024, none of our customers accounted for
more than 1.0% of our total revenue. Revenue from customers located outside of the United States is primarily included in our
Europe and Australia segments, which represented 13.8%, 13.5% and 18.6% of total consolidated revenue during fiscal 2024,
2023 and 2022, respectively.
Experienced Management Team
Our executive team is led by Bryan Knutson, our Chief Executive Officer who was appointed on February 1, 2024, and
has over 20 years of industry experience at our Company ranging from equipment sales to executive positions. David Meyer,
Chief Executive Officer up to February 1, 2024, has over 40 years of industry experience as a founder of our Company and will
serves as the Company’s Executive Chairman during the 2025 fiscal year. Robert Larsen, Chief Financial Officer, has 15 years
of industry and other finance leadership experience having worked at CNH Industrial, Raven Industries, and
PricewaterhouseCoopers prior to joining the Company. Our other executive team members, managers in the field, and
equipment sales consultants also have extensive knowledge and experience in our industry. We compensate, develop and
review our managers and sales employees based on an approach that aligns their incentives with the goals and objectives of our
Company, including achievement of revenue, profitability, market share and balance sheet objectives. We believe the strength
of our management team assists in our success in the marketplace.
Growth Strategy
We pursue the following growth strategies:
Increasing Same-Store Sales and Market Share
Increasing same-store sales and market share are among our top priorities. This type of growth enhances our current
period sales revenue and increases our potential future revenue given the potential for recurring parts and service business
during the life of the sold equipment. We seek to generate growth in same-store sales and market share through the following:
•
employing significant marketing and advertising programs, including targeted direct mailings, Titan website efforts,
internet based marketing, advertising with targeted local media outlets, participation in and sponsorship of trade shows
and industry events, regular direct mail advertising, and by hosting open houses, service clinics, equipment
demonstrations, product showcases and customer appreciation outings.
•
supporting and providing customers with training on evolving technologies, such as precision farming and farm data
management, which can be difficult for small dealers to make available;
4
•
maintaining state-of-the-art service facilities, mobile service trucks and trained service technicians to maximize our
customers’ equipment uptime through preventative maintenance programs and seasonal 24/7 service support; and
•
centrally managing our inventory to optimize the availability of equipment and parts for our customers.
Strategic Acquisitions
Since January 1, 2003, we have completed over 60 acquisitions located in 15 U.S. states, four European countries and
three Australian states. In addition, we have added dealership locations in Ukraine through new start-up operations. The
agricultural and construction equipment dealership industries are fragmented and consist of many relatively small, independent
businesses serving discrete local markets. We believe a favorable climate for dealership consolidation will continue to exist in
the future due to several factors, including the competitiveness of our industry, increased dealer capitalization requirements,
increased sophistication and complexity of equipment and related technologies, increased expectations from our customers and
our equipment suppliers, and the lack of succession alternatives for many current owners. We intend to pursue acquisitions with
the objectives of consolidating distribution within our existing footprint, entering new markets, and strengthening our
competitive position. We expect that strategic acquisitions will continue to be a component of our long-term growth strategy.
We regularly assess the acquisition landscape, evaluating potential acquisitions in terms of availability and alignment to
our long-term growth strategy. Typically, in an acquisition, we have acquired only the working capital and fixed assets that we
believe are necessary to run an efficient store, and we do not generally assume any indebtedness. On occasion, we have
acquired all of the outstanding equity of a company. Acquisitions are typically financed with available cash balances, floorplan
payable line of credit capacity, and long-term debt.
The consent of CNH Industrial is required to acquire any CNH Industrial dealership. Additionally, the consent of our
lender group, consisting of a number of national and regional banks (the “Bank Syndicate”), is required for acquisitions over
certain thresholds or other criteria as defined in our credit agreement.
Suppliers
CNH Industrial—Case IH Agriculture, Case Construction, New Holland Agriculture and New Holland Construction
CNH Industrial is a publicly-traded, global leader in the agricultural and construction equipment industries. In 2023,
CNH Industrial generated $22.1 billion in revenue from its equipment operations. CNH Industrial is the world’s second largest
manufacturer of agricultural equipment, manufacturing the Case IH Agriculture and New Holland Agriculture brands of
equipment. Case IH Agriculture, recognized by the red color of its equipment, possesses over 170 years of farm equipment
heritage. New Holland Agriculture, recognized by the blue color of its tractors and the yellow color of its harvesting and hay
equipment, has over 120 years of farm equipment industry experience. The Case Construction and New Holland Construction
brands are also owned and operated by CNH Industrial.
In fiscal 2024, CNH Industrial supplied approximately 75% of the new equipment sold in our Agriculture segment, 81%
of the new equipment sold in our Construction segment, 51% of the new equipment sold in our Europe segment and 58% of the
new equipment sold in our Australia segment. In addition, CNH Industrial provides financing and insurance products and
services to our end-user customers through its affiliate CNH Industrial Capital America, LLC (“CNH Industrial Capital”).
Our relationship with CNH Industrial is more than a typical supply relationship; it is strategic for both our Company and
CNH Industrial. In that regard, we believe that it is in each company’s interest to maintain and develop the longstanding strong
relationship we share.
Dealership Agreements
We have separate dealership agreements with CNH Industrial to sell and service the Case IH Agriculture, New Holland
Agriculture, Case Construction and New Holland Construction brands (collectively the “CNH Industrial Dealer Agreements”).
Separate CNH Industrial Dealer Agreements exist for each of our North American stores or store complexes, for each of the
European countries in which we operate and for our Australian operations. The structure of the North American, European and
Australian agreements are very similar. Except as noted, the following discussion describes each of the North American CNH
Industrial Dealer Agreements.
5
Our Case IH commercial sprayer application distribution rights were granted to us in connection with our acquisition of
Heartland Ag in fiscal year 2023. For our full-line distribution dealer locations, these distribution rights are granted through
amendments to our full-line dealer agreements adding floaters and sprayers as authorized products permitted to be sold to
commercial application customers. For our non-full-line dealer locations, our distribution rights are set forth in new Case IH
dealer agreements granting us distribution rights to sell floaters and sprayers to commercial application customers. For purposes
of this Form 10-K, the granted distribution rights for the commercial application sprayers and floaters in territories without full-
line dealer locations are referred to as the “Non-Full-Line Footprint Commercial Application Distribution Rights”.
Each of the CNH Industrial Dealer Agreements assigns to us a geographically defined area of primary responsibility,
providing us with distribution and product support rights within the identified territory for specific equipment products.
Although the dealer appointment is non-exclusive, in each territory there is typically only one dealer responsible for retail sales
to end-users and for after-sales product support of the equipment. If we sell certain CNH Industrial construction equipment
outside of our designated sales and service areas, CNH Industrial has the right to require that we pay sales and service fees for
purposes of compensating the dealer assigned to such territory. We are authorized to display and use CNH Industrial
trademarks and trade names at our stores, with certain restrictions.
Under our CNH Industrial Dealer Agreements, we have both the right and obligation to sell CNH Industrial equipment
and related parts and products and to provide customers with repair services. The CNH Industrial Dealer Agreements impose
various dealer standards on us regarding the location and appearance of facilities, satisfactory levels of new equipment and parts
inventories, the training of personnel, adequate business enterprise and information technology systems, adequate working
capital, a maximum adjusted debt to tangible net worth ratio, development of annual sales and marketing goals, and furnishing
of monthly and annual financial information to CNH Industrial. We must obtain the approval or consent of CNH Industrial in
the event of proposed fundamental changes to our ownership, governance or business structure (defined as “change in control”
events) including, among other things, (i) a merger, consolidation or reorganization, unless securities representing more than
50% of the total combined voting power of the successor corporation are immediately owned, directly or indirectly, by persons
that owned our securities prior to the transaction; (ii) a sale of all or substantially all of our assets; (iii) any transaction or series
of transactions resulting in a person or affiliated group acquiring 30% or more of the combined voting power of our securities
or, in the case of a competitor of CNH Industrial, acquiring 20% or more of the combined voting power of our securities; (iv) a
substantial disposition of shares of our common stock by certain named executives; (v) certain significant changes in the
composition of our Board of Directors (the “Board”); and (vi) replacement of our Chief Executive Officer. The CNH Industrial
Dealer Agreements do not establish mandatory minimum or maximum retail pricing for our equipment, parts, or service
offerings.
The Case IH Agricultural dealership agreement and the Case Construction dealership agreement have fixed terms
expiring on December 31, 2027, and renew automatically for successive 5-year terms unless either party notifies the other party
of its intention not to renew or otherwise exercises its termination rights under the agreement. The New Holland dealership
agreement is a 12-month agreement, with automatic 1-year renewals unless either party notifies the other party of its intention
not to renew or otherwise exercises its termination rights under the agreement. The Non-Full-Line Commercial Application
Distribution Rights expire on August 1, 2030, at which time these distribution rights are ceded back to Case IH, unless the term
thereof is further extended by the parties.
If we sell a portion of our commercial sprayer application business related to the Non-Full-Line Commercial Application
Distribution Rights prior to the expiration date of August 1, 2030 (or such later date as agreed to by the parties), then we are
required to pay to CNH Industrial the sales consideration paid by such buyer for the applicable commercial application
distribution rights; provided that Titan would receive sales consideration from the buyer in an amount not less than the fair
value of the facilities, fixed assets, current assets, and other investments applicable to the location and market being sold. If we
acquire a Case IH full-line dealer location within any of the territories for which we then possess the Non-Footprint
Commercial Application Distribution Rights, as part of its approval process, Case IH may require Titan to pay an agreed upon
amount for the inclusion of the commercial application sprayer distribution rights in the new dealer agreement for the acquired
location.
6
CNH Industrial has the right to terminate its dealer agreements with us immediately in certain circumstances, including in
the event of (i) our insolvency or bankruptcy, (ii) a material breach by us of the provisions of a CNH Industrial Dealer
Agreement or (iii) our failure to secure the consent of CNH Industrial prior to the occurrence of a “change in control” event.
The CNH Industrial Dealer Agreements governing Case Construction equipment grant CNH Industrial the right to terminate
these CNH Industrial Dealer Agreements for any reason upon 120 days prior written notice. In addition, we have the right to
terminate any of the CNH Industrial Dealer Agreements at any time, with or without cause, upon 60 days prior written notice.
Subject to protections provided under state dealer protection laws, in the event that CNH Industrial offers a new dealer
agreement or an amendment to the existing CNH Industrial Dealer Agreements to all authorized CNH Industrial dealers located
in the state, CNH Industrial is permitted to terminate our existing CNH Industrial Dealer Agreements for stores located in that
state upon at least 180 days prior written notice if we refuse or otherwise fail to enter into such new agreements or amendments.
In addition, to the extent CNH Industrial determines that we are not meeting our obligations under the CNH Industrial Dealer
Agreement with respect to a particular product, CNH Industrial may, upon 60 days prior written notice to us, remove such
product from the authorized product list allowed to be sold or serviced by us. In the event of termination of any of the CNH
Industrial Dealer Agreements, CNH Industrial is obligated to repurchase the inventory of the CNH Industrial brand applicable
to the agreement being terminated. The CNH Industrial Dealer Agreements generally do not include non-compete provisions
that apply during or after the term of such agreements or limit our operations apart from our designated CNH Industrial
dealership store locations. Our CNH Industrial Dealer Agreements for Case Construction equipment, absent consent of CNH
Industrial, restrict our ability to sell competing products (new equipment and parts) of other manufacturers at our Case
dealership store locations during the term of such agreements. Our CNH Industrial Dealer Agreements require us to operate any
material business activities not related to sales of CNH Industrial products or services to customers in agricultural, construction,
industrial or similar markets separately from our CNH Industrial dealership business.
CNH Industrial and other equipment suppliers frequently provide to its dealers interest free financing on equipment
purchases. The interest free periods are for varying terms but generally less than 6 months. Generally, payment for parts
purchased from CNH Industrial entities is due within 30 days. CNH Industrial makes available to us any floorplan programs,
parts return programs, sales or incentive programs or similar plans or programs it offers to its other dealers and provides us with
promotional items and marketing materials.
The CNH Industrial Dealer Agreements for our international operations, with the exception of Ukraine and Australia,
grant to us exclusive territories. In both Europe and Australia, we are restricted in our ability to sell competing products in our
assigned territories. Our CNH Industrial Dealer Agreements for our European and Australian operations do not have a fixed
term. CNH Industrial can terminate these agreements immediately in certain circumstances constituting cause, and for any
reason upon 24 months’ prior written notice in Europe and consistent with franchise law notice requirements in Australia.
Other Suppliers
In addition to products supplied by CNH Industrial, we sell a variety of new equipment and parts supplied by other
manufacturers. These products tend to address specialized niche markets and complement the CNH Industrial products we sell
by filling gaps in the CNH Industrial line of products. We believe our offering of products for specialized niche markets
supports our goal of being a one-stop solution for our customers’ equipment needs at each of our stores. Approximately 29% of
our total new equipment sales in fiscal 2024 resulted from sales of products manufactured by companies other than CNH
Industrial, with our single largest manufacturer other than CNH Industrial representing approximately 3% of our total new
equipment sales during fiscal 2024. The terms of our arrangements with these other suppliers vary, but most of the dealership
agreements contain termination provisions allowing the supplier to terminate the agreement after a specified notice period,
which is typically 30 days. Payment and financing practices with these other suppliers are similar to those practices described
above with respect to CNH Industrial.
Customers
Our North America agriculture customers vary from small, single machine owners to large farming operations to large
commercial application operations, primarily in the states of Idaho, Iowa, Kansas, Missouri, Minnesota, Montana, Nebraska,
North Dakota, South Dakota, Washington, Wisconsin, and Wyoming. In fiscal 2024, no single agriculture customer accounted
for more than 2.0% of our Agriculture revenue.
Our construction customers include a wide range of construction contractors, public utilities, forestry, energy companies,
farmers, municipalities and maintenance contractors, primarily in the states of Colorado, Iowa, Minnesota, Nebraska, North
Dakota, South Dakota, and Wisconsin. They vary in size from small, single machine owners to large firms. In fiscal 2024, no
single construction equipment customer accounted for more than 3.0% of our Construction revenue.
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Our European customers vary from small, single machine owners to large farming operations, primarily in the countries
of Bulgaria, Germany, Romania, and Ukraine. We also sell Case Construction equipment in Bulgaria and Romania. In fiscal
2024, no single European customer accounted for more than 1.0% of our Europe revenue.
Our Australian customers vary from small, single machine owners to large farming operations, primarily in the states of
New South Wales, South Australia, and Victoria. In fiscal 2024, no single Australian customer accounted for more than 4.0% of
our Australia revenue.
Floorplan Payable Financing
The cost of floorplan payable financing is an important factor affecting our financial results. CNH Industrial Capital
offers floorplan payable financing to CNH Industrial dealers to finance the purchase of inventory from CNH Industrial and for
used equipment inventory purchased on trade-ins from our customers. CNH Industrial Capital provides this financing in part to
enable dealers to carry representative inventories of equipment and encourage the purchase of goods by dealers in advance of
seasonal retail demand. CNH Industrial Capital charges variable market rates of interest based on the prime rate on balances
outstanding after any interest-free periods and receives a security interest in inventory and other assets. Interest-free periods are
generally four months in duration for both new and used agriculture and construction equipment. As of January 31, 2024, we
had a $875.0 million floorplan credit facility with CNH Industrial Capital.
In addition to the CNH Industrial Capital floorplan line of credit, as of January 31, 2024, we also had a $275.0 million
wholesale floorplan line of credit under the Bank Syndicate Agreement, and a $80.0 million credit facility with DLL Finance
LLC that can be used to finance inventory purchases. In addition, we have other lines of credit offered by various financial
institutions as well as floorplan payable financing programs offered by manufacturers and suppliers, or their third party lenders,
from which we purchase equipment inventory.
Sales and Marketing
We currently market our products and services through:
•
our sales employees, who operate out of our network of local stores and call on customers in the markets surrounding
each store;
•
our store parts managers and service managers, who provide our customers with comprehensive after-market support;
•
our website, including a parts e-commerce website
•
local and regional advertising efforts, including broadcast, cable, direct mail, print and web-based media, and social
media channels; and
•
alternative channels, such as auctions, for selling our aged equipment inventories.
Equipment Sales Consultants and Centralized Support
Our equipment sales employees (who we refer to as “equipment sales consultants”) perform a variety of functions, such
as servicing customers at our stores, calling on existing customers, and soliciting new business at farming, construction and
industrial sites. We develop customized marketing programs for our sales force by analyzing each customer group for
profitability, buying behavior and product selection. All members of our sales force are expected to participate in internal and
external manufacturer-sponsored training sessions to develop product and application knowledge, sales techniques and financial
acumen. Our shared resources group provides centralized sales and marketing support for our field operations, and coordinates
centralized media buys, strategic planning, sales support, training, and manages advertising reimbursement opportunities from
our suppliers. In addition, we enable our regional and area managers and their sales teams to develop localized sales and
marketing strategies.
Parts Sales Managers and Service Managers
Our parts sales managers and service managers at our stores are involved in our efforts to market our parts and service
offerings, taking advantage of our seasonal marketing campaigns in parts and service sales. Much of our focus on aftermarket
campaigns is promoting proactive equipment inspections designed to spot and address mechanical issues before they result in
costly downtime. Other proactive aftermarket initiatives include offering extended warranty and equipment maintenance
packages with the equipment we sell. We believe these efforts result in improved customer experience and reduced cost of
ownership for our customers as well as securing a steady and reliable stream of aftermarket sales.
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Website
Our website, www.titanmachinery.com, is the central hub for all our marketing campaigns. We have built a large amount
of content related to the equipment we sell and service, the technology used by our customers in conjunction with the
equipment, and information about our Company and what we have to offer prospective employees. Used equipment inventories
are one of the most highly trafficked sections of our website. Customers can search and view equipment based on type,
manufacturer, price and/or store location. Pictures and descriptions of each piece of equipment are displayed, along with the
equipment specifications, price and store location. Parts manufactured by the CNH Industrial brands and other suppliers are
marketed and can be purchased directly through our website. Other sales and financing programs are also marketed through our
website. Customers can view construction rental equipment rates and specifications on the website and submit rental requests
by completing a simple form. All external job openings are listed as well as detailed information about our apprenticeship and
internship programs, tech school sponsorships and other student programs. Finally, our website provides dealer locator search
functions and contact information for the various departments at each of our stores.
Print, Broadcast and Web-Based Advertising Campaigns
Each year we initiate numerous targeted direct mail, print and broadcast advertising and marketing campaigns. CNH
Industrial and other suppliers periodically provide us with advertising funds, which we primarily use to promote new and used
equipment, parts, proactive service offerings including uptime inspections and preventative maintenance, and financing
programs.
Channels for Selling Aged or Excess Equipment Inventory
In certain circumstances, we sell aged equipment inventories through the use of alternative channels such as onsite and
online auctions.
Competition
The agricultural and construction equipment sales and distribution industries are highly competitive and fragmented. Our
competitors range from multi-location, regional operators to single-location dealers and include dealers and distributors of
competing equipment brands, including Deere, Caterpillar, Kubota, and the AGCO brands, as well as other dealers and
distributors of the CNH Industrial family of brands. Competition among equipment dealers, whether they offer agricultural or
construction products or both, is primarily based on the price, value, reputation, quality and design of the products, technology,
customer service including repair and maintenance service provided by the dealer, the availability of equipment and parts, and
the proximity of stores. While we believe we compete favorably on each of these competitive factors, our sales and margins
may be impacted by (i) aggressive pricing competition by equipment manufacturers or their dealers, (ii) our ability to obtain
higher service margins based on our service quality and reputation, and (iii) our ability to attract new and retain existing
customers based on the availability and quality of the products we offer and our local relationships and reputation.
We are one of the established regional-scale agricultural and construction equipment dealers in the United States. The
number of other agricultural and construction equipment dealers operating on a regional scale is limited. Our primary regional-
scale competitors include RDO Equipment Co., Butler Machinery Company, Ziegler Inc., Brandt Holdings Co., Wagner
Equipment Co., 21st Century Equipment, LLC, AKRS Equipment Solutions, Inc., C & B Operations, LLC, and Van Wall
Equipment, Inc.
Corporate Information
We were incorporated as a North Dakota corporation in 1980 and reincorporated in Delaware in December 2007 prior to
our initial public offering. Our executive offices are located at 644 East Beaton Drive, West Fargo, ND 58078-2648. Our
telephone number is (701) 356-0130. We maintain a website at www.titanmachinery.com. We make available, free of charge,
copies of our annual report on Form 10-K (the "Form 10-K"), quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), on our website, www.titanmachinery.com, as soon as reasonably practicable after filing such
material electronically or otherwise furnishing it to the Securities and Exchange Commission ("SEC"). We are not including the
information on our website as a part of, or incorporating it by reference into, this Form 10-K.Our SEC filings are also available
at www.sec.gov.
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Intellectual Property
We have registered trademarks for certain names and designs used in our business and have trademark applications
pending for certain others. We operate our North American and European stores under the Titan Machinery name, and plan to
convert our Australian stores to the Titan brand in the near future. Case IH, Case and New Holland are registered trademarks of
CNH Industrial, which we are authorized to use pursuant to the terms of the CNH Industrial Dealer Agreements. We also
license trademarks and trade names from other suppliers of equipment to us.
Product Warranties
Product warranties for new equipment and parts are provided by the original equipment manufacturer (“OEM”). The term
and scope of these warranties vary greatly by OEM and by product. At the time equipment is purchased, we also offer
customers the option of purchasing extended warranty protection provided by the OEM or through various third-party warranty
providers. We are paid by the OEM for repairs we perform on equipment under warranty. We generally sell used equipment "as
is" and without OEM warranty unless the original warranty period has not expired and is transferable. We also offer extended
warranty programs on certain used equipment through various third-party warranty providers.
Seasonality & Weather
The agricultural and construction equipment businesses are highly seasonal, which causes our quarterly results and our
cash flow to fluctuate during the year. Our customers generally purchase and rent equipment in preparation for, or in
conjunction with, their busy seasons. For farmers, the busy seasons are the planting and harvesting seasons. For construction
customers, the busy season is typically the second and third quarters of our fiscal year for much of our footprint, subject to
weather conditions. Our parts and service revenues are typically highest during our customers' busy seasons as well, due to the
increased use of their equipment during this time, which generates the need for more parts and service work. Weather
conditions impact the timing of our customers' busy times, which may cause our quarterly financial results to differ between
fiscal years. In addition, the fourth quarter typically is a significant period for equipment sales in the U.S. because of our
customers’ year-end tax planning considerations, the timing of dealer incentives and the increase in availability of funds from
completed harvests and construction projects.
Seasonal weather trends, particularly severe wet or dry conditions, can have a significant impact on regional agricultural
and construction market performance by affecting crop production yields and the ability to undertake construction projects.
Weather conditions that adversely affect the agricultural or construction markets would have a negative effect on the demand
for our products and services.
In addition, numerous external factors such as credit markets, government subsidies, commodity prices, production
yields, input costs, and other circumstances may disrupt normal purchasing practices and buyer sentiment, further contributing
to the seasonal fluctuations.
Human Capital
We recognize that our success is highly dependent upon the talents and dedication of our employees, an inclusive and
engaged workforce composed of individuals with diverse backgrounds and ideas, and the maintenance of a healthy and safe
work environment.
Employee Recruitment and Inclusion
We strive to attract the best talent from a variety of sources to meet the current and future needs of our business. We have
established relationships with many high schools, trade schools and colleges across our footprint, which we utilize as a source
for entry-level talent. We also actively look to the armed forces for opportunities to hire hard-working, responsible veterans.
Additionally, we believe it is incumbent upon all of our managers to continuously monitor their local markets for experienced
individuals who might be successful additions to our organization. We seek a workforce that reflects the communities in which
we operate, and strive to create diverse, equal and inclusive workplaces where our employees have the opportunity to achieve
their full potential. Our Compensation Committee annually reviews our diversity and inclusion strategy which includes various
initiatives across our footprint to recruit minorities, women, and veterans, as we attempt to diversify our workforce. We also
strive to build a culture of inclusion that leverages the strengths of all of our employees. From new hire orientation to
management and leadership training, we are focused on developing global mindsets, breaking unconscious biases and
demonstrating the business case for diversity across the Company.
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Compensation Programs and Employee Benefits
We conduct regular assessments of our pay and benefit practices. Our compensation programs are designed to attract,
retain, motivate and reward employees who must operate in a highly competitive, fast-paced environment. In general, our
compensation programs consist of competitive, market-based salaries or hourly rates, commissions for employees in front-line
customer facing sales roles, cash performance bonuses, long-term equity-based incentives for eligible employees, health, dental,
and vision insurance benefits, an employee wellness program to promote and reward healthy lifestyles, health savings and
flexible spending accounts, a 401(k) plan, paid time off, family leave, an employee assistance program which provides mental
health and wellness services, tuition assistance, and other benefit programs. Programs and benefits differ for our international
operations for various reasons, such as national and local legal requirements, economic conditions, and market practices.
Training and Development
We devote significant resources to staff training and development, including tuition assistance for career-enhancing
academic programs. Our training and development programs are designed to facilitate the development and advancement of
talent from within our organization to ensure we continuously fill our ranks with qualified employees for critical positions in
the organization. Employees are supported for growth within their current positions through technical and skill-specific
training. They are also offered development programs that can assist employees with movement into leadership positions or
transitioning to other positions within the Company. Members of our training and development team collaborate with
employees from our various operations teams to identify our strategic training needs and prioritize the development of
appropriate training content.
Employee Engagement and Retention
We conduct periodic comprehensive employee surveys designed to monitor overall employee engagement and identify
actions that can be taken to improve our employees’ motivation and job satisfaction. Data collected in the periodic employee
surveys is used to track progress against our internal goals and identify areas of interest and concern for our employees. Our
performance review process also stresses employee engagement by providing employees and managers a format to discuss
more intentionally how an employee fits into a particular role, a team, and the Company as a whole. Through these performance
review discussions, employees can see the bigger picture of how their individual positions and teamwork tie together to impact
the Company and ultimately our shareholders.
Management continually monitors employee turnover data, which is supplemented with additional data from exit surveys,
to assist in determining the reasons for voluntary employee terminations. The turnover rate of our service technicians is also
monitored closely by management, as the retention of skilled service technicians is critical to our success. Demand for service
technicians across the country is very high, and turnover in this role is also traditionally high for all equipment dealers.
Health and Safety
Employee health and safety is of paramount importance to us. We strongly believe that a safe work environment will help
us gain a competitive advantage, and that doing what is right, honest and ethical is essential to developing trust with our
partners. Through proactive management, training, and employee accountability, we strive to embed safety into every level of
our Company. This includes providing a safe place to work, safety training relevant to the employee's position, and following
all safety and environmental regulations. Our tiered safety/risk management program promotes active employee engagement at
all levels across our footprint. Our program is overseen by our Human Resources Department and managed at the enterprise
level by our EHS Manager and assisting team who in turn directly collaborate with individual store coordinators to
communicate new policies and directives, respond to questions and incidents, conduct mandatory monthly safety meetings, and
provide on-site training. We ensure that safety performance data is tracked, aggregated, and reviewed on an ongoing basis
across our organization. Our risk/management team collects data on recordable injury rates, serious injury rates, and near
misses from each of our facilities, and engages in a root cause analysis and identifies corrective action to prevent future
occurrences. The results are shared with employees at respective store locations, and the data is reviewed monthly by the
executive leadership team and shared with the Board on a quarterly basis.
Performance Management
We have developed an employee performance management program that is consistently applied throughout our U.S.
operations. The core goal of our performance management process is to develop and maintain a high-performing organization
that is positioned to meet our business objectives. Our performance management program focuses on enabling staff employees
and their managing supervisors to gain alignment through:
•
structured, role specific goals that align with business objectives and our Company values giving our employees clear
insight into how their position impacts their team, location and the Company
11
•
clear, organization-wide expectations that managers and staff employees monitor progress of their performance and
goals with regular coaching sessions, periodic evaluations; and
•
semi-annual performance discussions that allow for employees and their supervisors to have effective conversations
regarding contributions to their role, teamwork, customer experience and professional development opportunities.
Commitment to Core Values and Ethical Culture
Our employees are guided by our corporate core values of: “Our People”, “Integrity”, “Excellence”, and “Teamwork.”
We promote these values from the top down. In every business decision and transaction, we expect our employees and business
partners to do the right thing by conducting business with integrity, while complying with all laws, rules and standards of
conduct that apply to our Company in the many countries where we do business. In addition, we promote a commitment to
ethics and compliance through our Code of Ethics and Business Conduct that addresses issues such as protection and proper use
of Company assets, compliance with applicable laws and regulations, accuracy and preservation of records, accounting and
financial reporting, conflicts of interest, and insider trading. We regularly train our employees on these policies and expect their
full compliance.
Community Engagement
We are committed to being a good neighbor and supporting the communities where we are located. We encourage our
employees to share the same commitment, and we assist them in this mission by offering annual paid volunteer time to support
charities and community service projects. We also offer annual paid time off for employees who are active volunteers in their
local fire departments or first responder programs.
Employees
As of January 31, 2024, we employed 3,338 people on a full-time basis, 2,282 in the U.S., 721 in Europe and 335 in
Australia, and an additional 266 part-time employees. We do not regularly use independent contractors in our business
operations. To date, we have not experienced any work stoppages as a result of labor disputes, and we consider our relationship
with our employees to be good. Our employees are not covered by a collective bargaining agreement.
Environmental and Other Governmental Regulation
We are subject to a wide range of environmental laws and regulations, including those governing discharges into water,
air emissions, storage of petroleum substances and chemicals, handling and disposal of solid and hazardous wastes, remediation
of various types of contamination, and otherwise relating to health, safety and protection of the environment.
Our business involves the generation, use, handling, and disposal of hazardous or toxic substances and wastes and the use
of above ground and underground storage tanks (ASTs and USTs). Operations involving the management of wastes and the use
of ASTs and USTs are subject to requirements of the Resource Conservation and Recovery Act, analogous state statutes, and
their implementing regulations. Pursuant to these laws, federal and state environmental agencies have established approved
methods for handling, storing, treating, transporting, and disposing of regulated substances and wastes with which we must
comply.
We also are subject to laws and regulations governing responses to any releases of contamination at or from our facilities
or at facilities that receive our hazardous wastes for treatment or disposal. The federal Comprehensive Environmental
Response, Compensation and Liability Act and similar state statutes, can impose strict and joint and several liability for cleanup
costs on those that are considered to have contributed to the release of a "hazardous substance."
We also are subject to the federal Clean Water Act, analogous state statutes, and their implementing regulations which,
among other things, prohibit discharges of pollutants into regulated waters without permits, require containment of potential
discharges of oil or hazardous substances, and require preparation of spill contingency plans.
Global climate concerns related to greenhouse gas emissions have led to varying degrees of international and domestic
legislative and regulatory responses. While the Australian government is further investigating the potential adoption of
increased disclosures related to climate change and mitigation efforts, the European Union (EU) recently adopted the European
Sustainability Reporting Standards (ESRS) and the Corporate Sustainability Reporting Directive (CSRD) that will require
robust disclosure of certain social and environmental information and data. We expect to be subject to these disclosure
requirements for our European entities starting in 2026 and must include our non-European operations starting in 2029. In
addition, the SEC recently adopted enhanced disclosure requirements for public companies regarding climate change risks and
we expect to be subject to these new SEC climate change disclosure rules starting in 2026.
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We have incurred, and will continue to incur, costs and capital expenditures to comply with these environmental laws and
regulations. We believe that our operations currently are conducted in substantial compliance with all applicable regulations.
None of our dealerships has been subject to any material liabilities in the past, nor do we know of any fact or condition that
would result in any material liabilities being incurred in the future.
In addition to the environmental regulations discussed above, we are subject to numerous federal, state, and local laws
regulating the conduct of our business, including those relating to sales and marketing, taxation, employment practices, working
conditions, data privacy, and corruption. The foreign countries and domestic states that we operate in, subject us to a significant
number of regulatory jurisdictions. We believe that we are currently in material compliance with laws and regulations
applicable to our business operations.
ITEM 1A. RISK FACTORS
The following risks should be considered in conjunction with Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations, including the risks and uncertainties described in the forward-looking statements, and our
financial statements and the related notes appearing under Item 8, Financial Statements and Supplementary Data, of this Form
10-K. The following is a cautionary discussion of risks, uncertainties and assumptions that we believe are material to our
business. These risks may affect our operating results and, individually or in the aggregate, could cause our actual results to
differ materially from past and projected future results. Some of these risks and uncertainties could affect particular revenue
sources or segments, while others could affect our full business. Although risks are organized by headings, and each risk is
discussed separately, many are interrelated. Except as required by applicable law, we undertake no obligation to publicly update
forward-looking statements, whether as a result of new information, future events, or otherwise. You should, however, consult
any subsequent disclosures we make from time to time in materials filed with the SEC.
Risks Related to our Reliance on CNH Industrial
We are substantially dependent upon CNH Industrial, our primary supplier of equipment and parts inventory.
The substantial majority of our business involves the sale and distribution of new equipment and aftermarket parts
supplied by CNH Industrial and the servicing of equipment manufactured by CNH Industrial. In fiscal 2024, CNH Industrial
supplied approximately 75% of the new equipment sold in our Agriculture segment, 81% of the new equipment sold in our
Construction segment, 51% of the new equipment sold in our Europe segment and 58% of the new equipment sold in our
Australia segment, and supplied a significant portion of our parts inventory. The success of our stores, and our business as a
whole, is dependent on CNH Industrial in several key respects.
First, we rely on CNH Industrial for new equipment and parts inventory. Our ability to maintain or grow market share is
dependent on CNH Industrial’s ability to design, manufacture, allocate and deliver to our stores at the right time high quality
and desirable products that compare favorably to those of our principal competitors in terms of price, quality, functionality,
features, connected and digital solutions, and autonomy. Supply chain issues, labor disputes such as strikes, and labor shortages
have in the past, and could in the future, diminish the manufacturing output of CNH Industrial's plants, resulting in our stores
not receiving inventories in the expected or required quantities and timelines necessary to satisfy customer demand. Any failure
of CNH Industrial to offer competitive products, or delays in bringing strategic new products to market or delivery of ordered
products to our stores could have a material adverse effect on our business, results of operations and financial condition.
Second, CNH Industrial supports our business by providing inventory financing, financial assistance and marketing
support including the following:
•
Floorplan payable financing for the purchase of a substantial portion of our equipment inventory;
•
Retail financing used by many of our customers to purchase CNH Industrial equipment from us;
•
Incentive, financing, and discount programs offered from time to time that enable us to price our products more
competitively; and
•
Promotional and marketing activities on national, regional and local levels.
Our financial performance is dependent on CNH Industrial's continued commitment to these offerings, at a level that
allows us to be competitive in our markets.
Third, CNH Industrial provides product warranties and, in some cases, extended warranties to our customers. Our stores
perform warranty work for equipment under these product warranties, and we direct bill CNH Industrial as opposed to
invoicing the customer. At any particular time, we have significant receivables from CNH Industrial for warranty work
performed. CNH Industrial’s commitment to its product warranties is important to both our market share success and our
warranty related parts and service revenue.
13
CNH Industrial may be adversely impacted by global economic conditions and economic downturns, industry declines,
natural disasters, labor strikes or similar disruptions, changes in interest rates, energy prices, inflation, financial performance
and liquidity concerns, supply shortages or rising raw materials costs, failed strategic initiatives, or other adverse events. Our
business, results of operations, and financial condition could be materially adversely affected as a result of any event that has a
materially adverse effect on CNH Industrial.
Furthermore, our financial performance and future success are highly dependent on the overall reputation, brand and
success of CNH Industrial in the agricultural and construction equipment manufacturing industries, including its ability to
maintain a competitive position in product innovation, product quality, and product pricing.
The terms of our CNH Industrial dealer agreements subject us to restrictions that may adversely impact our business.
We have entered into CNH Industrial Dealer Agreements under which we sell CNH Industrial’s branded agricultural and
construction equipment, along with aftermarket parts and repair services. Subject to applicable state statutes that may govern
the dealer-manufacturer legal relationship, CNH Industrial may terminate our CNH Industrial Dealer Agreements immediately
in certain circumstances, following written notice and cure periods for certain breaches of the agreement, and for any reason
under our Case Construction agreement following 120 days' prior written notice. If CNH Industrial were to terminate all or any
of its CNH Industrial Dealer Agreements with us, our business would be severely harmed.
Furthermore, CNH Industrial may unilaterally change its operating practices under the terms of the CNH Industrial
Dealer Agreements to, among other things, change or authorize additional dealers in our sales and service areas, change its
distribution system to the detriment of its dealers like us, limit our product offerings, and change pricing or delivery terms. If
CNH Industrial were to change the terms of our CNH Industrial Dealer Agreements or its operating practices in a manner that
adversely affects us, our business and results of operations would be harmed.
Our CNH Industrial Dealer Agreements impose significant obligations and restrictions on us.
Under our CNH Industrial Dealer Agreements, we are obligated to actively promote the sale of CNH Industrial
equipment within our designated geographic areas of responsibility, fulfill the product warranty obligations of CNH Industrial
(subject to CNH Industrial’s payment to us of the agreed upon reimbursement), maintain adequate facilities and workforce to
service the needs of our customers, maintain equipment and parts inventories at the level deemed necessary by CNH Industrial
to meet sales goals as stated in the annual business plan mutually agreed upon by us and CNH Industrial, maintain adequate
working capital, and maintain stores only in authorized locations.
Consent of CNH Industrial is required for certain material changes in our ownership, governance or business structure,
including the acquisition by any person or group of persons of 30% or more of our outstanding stock or 20% or more of our
outstanding stock if the acquiring person or group is a competitor of CNH Industrial. This requirement may have the effect of
discouraging a sale or other change in control of the Company, including transactions that may be in the best interests of our
stockholders.
The acquisition of additional CNH Industrial geographic areas of responsibility and store locations in our Agriculture,
Construction, Europe and Australia segments requires the consent of CNH Industrial under our CNH Industrial Dealer
Agreements. CNH Industrial may decline, in its sole discretion, to consent to any acquisition of an additional CNH Industrial
store location we may pursue. If CNH Industrial is unwilling to consent to any future proposed acquisition of additional
dealerships, our ability to execute our acquisition strategy and grow our business may be impaired.
Our CNH Industrial Dealer Agreements require us to operate any material business activities not related to sales of CNH
Industrial products or services to customers in agricultural, construction, industrial or similar markets separately from our CNH
Industrial dealership business. In addition, our CNH Industrial Dealer Agreements for domestic Case Construction equipment
and our CNH Industrial Dealer Agreements for international Case Construction equipment prohibit us from carrying other
suppliers' products (new equipment and parts) at our domestic and international Case Construction stores that are competitive
with CNH Industrial's products, unless consented to by CNH Industrial. These restrictions may discourage or prevent us from
pursuing activities that we believe will grow our business.
Risks Related to Economic Conditions Affecting our Customers' Demand for our Products and Services
Our agriculture equipment sales are significantly affected by net farm income, which is influenced by factors over
which we have no control.
Farmers' capital expenditures often follow a cyclical pattern, with increased equipment purchases typically occurring
during boom cycles spurred by high net farm income and strong farmer balance sheets. Net farm income is influenced by
factors such as:
14
•
the price of agricultural commodities and the ability to competitively export agricultural commodities;
•
the cost of farm inputs including value of land, seed, fertilizer, fuel, labor and other inputs;
•
the demand for food products and other products made with farm commodities such as biofuels;
▪
the availability of stocks from previous harvests; and
•
agricultural policies, including aid and subsidies to agricultural enterprises provided by governments, policies
impacting commodity prices or limiting the export or import of commodities, and alternative fuel mandates.
In addition to macroeconomic drivers of net farm income, local growing conditions also influence farmers’ buying
sentiment. Therefore, droughts, excess rain, hail, and other unfavorable climatic conditions affecting certain geographic regions
will adversely impact the local farmers’ buying sentiment.
The nature of the agricultural industry is such that a downturn in equipment demand can occur suddenly, resulting in
negative impacts on dealers in the form of declining revenues, reduced or negative profit margins, excess new and used
equipment inventories, lower inventory turns, and increased floorplan interest expenses. These downturns may be prolonged,
and during these periods, our revenues and profitability could be harmed, including severely.
Demand for our parts and repair services, although not as cyclical as equipment purchases, also can be negatively affected
in agricultural industry downturns and in regions affected by adverse weather or growing conditions, which result in fewer
acres planted or harvested.
Our construction equipment sales are affected by several market factors over which we have no control.
Our construction equipment customers primarily operate in the natural resource, construction, transportation, agriculture,
manufacturing, industrial processing and utilities industries. The construction equipment market is influenced by factors such
as:
•
the amount and timing of public infrastructure spending;
•
the level of new residential and non-residential construction; and
•
the amount of capital spending in oil and gas, forestry, agriculture and mining.
The construction industry in many of our geographical areas has experienced periodic, and sometimes prolonged,
economic down cycles. During these downturns, our revenues and profitability could be adversely impacted.
Inflationary increases to cost of equipment combined with higher interest rates may negatively impact our customers'
equipment purchasing decisions.
Many of our customers finance their equipment purchases. The ability to obtain affordable financing is an important part
of a customer's decision to purchase agricultural or construction equipment. Periods of elevated inflation and increased interest
rates will increase financing costs and installment payment obligations of our customers, which may make equipment purchases
less affordable for customers and impact or delay purchasing decisions and, as a result, our revenue and profitability may
decrease.
Risks Related to the Competitive Conditions of the Equipment Distribution Industry
The equipment distribution market is subject to sudden supply-demand imbalances arising from factors over which we
have no control, which can affect our equipment sales and margins.
Over-production of equipment by one or more manufacturers, or a sudden reduction in demand for equipment, can
dramatically disrupt the equipment market, cause downward pressure on our equipment profit margins and increase our
carrying costs of higher inventory levels. Customer leasing arrangements in the agriculture and construction equipment
industries may also impact the level of industry-wide equipment inventory supplies. When leased equipment comes off lease,
there may be an increase in the availability of late-model used equipment, which can create a used equipment inventory over-
supply condition and put pressure on our used equipment sales and margins, and have an adverse effect on values of our used
equipment inventory and rental fleet equipment. Similarly, rental house companies engage in regular sales of rental fleet units,
which can further disrupt the supply-demand balance in the used equipment department. We have no control over or ability to
significantly influence any of the foregoing factors affecting the equipment distribution markets.
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Our industry is highly competitive.
The agricultural and construction equipment distribution (including parts and service) and rental industries are highly
competitive and fragmented, with large numbers of companies operating on a regional or local basis. Historically, our
competitors have competed aggressively on the basis of pricing or inventory availability, resulting in decreased margins on our
sales to the extent we choose to match our competitors' pricing. To the extent we choose not to match or remain within a
reasonable range of our competitors' pricing, we may lose sales and market share. In addition, to the extent CNH Industrial's
equipment manufacturer competitors (such as Deere, Caterpillar, Komatsu, Volvo Group, and AGCO) provide their dealers
with more innovative or higher quality products, lower cost products, better customer financing, or have more effective
marketing programs, or the CNH Industrial reputation is tarnished in the marketplace or with our customers, our ability to
compete and our results of operations could be adversely affected. In addition, e-commerce companies selling parts have
negatively impacted dealers' parts sales and margins, and we expect that this competitive pressure will continue to increase in
the future.
The recent agreements of equipment manufacturers, including CNH Industrial, to provide farmers and independent
repair shops access to diagnostic tools, combined with an enactment of proposed right to repair legislation, could negatively
impact our repair services business.
Proposed state and federal legislation has been introduced, including in states in our footprint, that generally would
require the manufacturers of products to provide the purchaser and/or independent repair technicians with documents,
diagnostic software, and other information that would allow the equipment to be repaired without having it returned to the
dealer for repair. Separately, the American Farm Bureau Federation and CNH Industrial brands, Case IH and New Holland,
signed a memorandum of understanding in March 2023 (the “Memorandum of Understanding”) that allows farmers and
independent repair shops to access CNH Industrial's brand manuals, tools, product guides and information to self-diagnose and
self-repair machines, as well as provides support from CNH Industrial brands for farmers and independent repair shops to
directly purchase diagnostic tools. The Memorandum of Understanding follows a similar format as agreed to by Deere in
January 2023 which, in turn, follows the auto industry format. It is difficult to predict the long-term impact that right to repair
legislation, if enacted in any area of our footprint, or the Memorandum of Understanding, will have on our repair services
business.
Risks Related to Supply Chain
Our business has been adversely impacted by supply chain distributions.
Our business has been adversely impacted by supply chain disruptions which has caused variability and unpredictability
in lead times. Starting in calendar year 2020, our suppliers experienced significant disruptions in upstream supply chain
production and shipping delays. This caused lead times from our suppliers to extend beyond normal time frames. Recently,
these disruptions have largely been mitigated and lead times have condensed back down to normal levels. When lead times
condense, our manufacturers may be able to produce and deliver more of our orders in a shorter period of time than originally
anticipated, causing variability in our inventory balances from quarter to quarter or year over year.
Risks of International Operations
Our international operations expose us to risks and uncertainties.
We currently operate dealership locations in Bulgaria, Germany, Romania, Ukraine and Australia. In fiscal 2024, total
Europe and Australia segment revenues were 13.8% of our consolidated total revenue. As of January 31, 2024, total Europe and
Australia segment assets were 25.4% of our consolidated total assets.
Our operations in international markets subject us to risks and uncertainties arising from the differing legal, political,
social and regulatory environments and economic conditions in the countries in which we operate. These risks include:
•
difficulties in implementing our business model in foreign markets and operating our business across a significant
number of different time zones;
•
costs and diversion of domestic management attention related to oversight of international operations;
•
unexpected adverse changes in export duties, currency or payment controls that impact our ability to repatriate funds
from the country, quotas and tariffs and difficulties in obtaining import licenses;
•
cyclicality of demand in European Union member states for agricultural equipment, based on availability of European
Union government subsidy programs and tax incentives;
•
unexpected adverse changes in foreign laws or regulatory requirements;
16
•
compliance with a variety of tax regulations, foreign laws and regulations;
•
compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, and other U.S. laws that apply to the
international operations of U.S. companies which may be difficult and costly to implement and monitor, can create
competitive disadvantages if our competitors are not subject to such laws, and which, if violated, may result in
substantial financial and reputational harm;
•
fluctuations in foreign currency exchange rates to which we are exposed may adversely affect the results of our
operations, the value of our foreign assets and liabilities and our cash flows;
•
the laws of the European countries in which we operate, unlike U.S. states, do not include specific dealer protection
laws and, therefore, we may be more susceptible to actions of suppliers that are adverse to our interests such as
termination of our dealer agreements for any reason or installing additional dealers in our designated territories; and
•
geopolitical or economic instability in the regions in which we operate, including the impact of the Russian invasion of
Ukraine.
The Russian-Ukraine conflict has presented significant challenges and risks for our Ukraine operations.
The Russian military occupation of Ukraine has significantly disrupted our Ukrainian operations. While all of our
Ukrainian stores are open, the outcome of the Russian military operation remains unclear, and we cannot predict the impact this
conflict will have on our Ukrainian operations. In fiscal 2024, revenues of our Ukrainian subsidiary were 1% of the Company
total Revenue and as of January 31, 2024, the assets of our Ukraine subsidiary were 2% of the Company’s total Net Assets. The
military conflict and related political instability, if it intensifies, may make it impossible for us to effectively operate our
Ukraine dealerships, which may result in our decision to cease operations in Ukraine. This would result in asset write-offs and a
loss in revenues and profits. See additional information in Note 1 to the Consolidated Financial Statements at Item 8, Financial
Statements and Supplementary Data, of this Form 10-K. Even if we continue operations, the military conflict has significantly
impacted, and we expect that it will continue to impact, our customers' liquidity and purchasing decisions for our products and
services. If no crops are planted or a growing season is negatively impacted, this occurrence will limit our Ukrainian
subsidiary's ability to generate cash and repay outstanding debt, and as a result of imposed currency exchange controls and
other restrictions, restrict our ability to manage our cash held in Ukraine and our investment in our Ukrainian business. The
military intervention has disrupted our Ukrainian work force, with certain employees being called to active military duty and
other employees leaving the country and working remotely. Additional risks related to our operations in Ukraine, likely made
more acute by the impact of the military conflict, include further devaluation of the local currency, increased interest rates and
increased inflation.
These factors, in addition to others, have negatively impacted our Ukrainian subsidiary's financial condition and results of
operations in fiscal year 2024 and may continue to impact our business in Ukraine in future periods, including on a more acute
basis.
17
Risks Related to Financial Matters
Our financial performance is dependent on our ability to effectively manage our inventory.
Our dealership network requires substantial inventories of equipment and parts to be maintained at each store and
Company-wide to facilitate sales to customers on a timely basis. Our equipment inventory has traditionally represented a
significant portion of our total assets. We need to maintain a proper balance of new and used equipment to assure satisfactory
inventory turnover and to minimize floorplan financing costs.
Our orders for the purchase of new equipment and parts are based primarily on projected demand. If actual sales are
materially less than our forecasts, for example because of a significant drop in net farm income, weather disruptions in our
agricultural growing regions, or a construction industry recession, we would experience an over-supply of new equipment and
parts inventory. An over-supply of new equipment inventory will generally cause downward pressure on our product sale prices
and margins, decrease our inventory turns, and increase our floorplan financing expenses.
Our used equipment is generally acquired as trade-ins from customers in connection with equipment sales to those
customers. Equipment inventories are stated at the lower of cost or net realizable value. Adjustments to market value of
inventory are recognized as a cost of sales, negatively impacting earnings, in the periods in which they occur. Our estimates of
net realizable value for our used equipment, as determined at the time of the trade-in or in connection with an acquisition of a
new dealership, may prove to be inaccurate, given the potential for sudden changes in market conditions and other factors
beyond our control. Moving from our normal retail marketing channel to more aggressive marketing channels for specific
pieces or categories of equipment inventory, particularly as equipment inventory ages, will generally result in lower sales
prices. Pricing and other terms of sale of used equipment can be significantly adversely affected by the limited market for
certain types of used equipment.
Our level of indebtedness could limit our financial and operational flexibility.
As of January 31, 2024, our indebtedness included floorplan payable financing, real estate mortgage financing
arrangements that are secured by real estate assets and other long-term debt. In addition, we have obligations under our lease
agreements for many of our store locations and corporate headquarters. Our level of indebtedness could have important
consequences. For example, it could:
•
increase our vulnerability to adverse economic and industry conditions;
•
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
•
limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general
corporate purposes.
We expect to use cash flow from operations and borrowings under our credit facilities to fund our operations, debt service
and capital expenditures. However, our cash flow and ability to borrow depends on our future performance, which will be
affected by financial, business, economic and other factors, many of which may be beyond our control.
The credit agreements governing our indebtedness restrict our ability to engage in certain corporate and financial
transactions, and require us to satisfy financial covenants.
The credit agreements governing our indebtedness contain covenants that, among other things, may limit or place
conditions on our ability to:
•
incur more debt;
•
make investments;
•
create liens;
•
merge, consolidate, or make certain acquisitions;
•
transfer and sell assets, or divest of dealership stores;
•
pay dividends or repurchase stock; and
•
issue equity instruments.
18
Our credit facilities with CNH Industrial Capital, DLL Finance, and certain of our real estate lenders require us to satisfy
a net leverage ratio and fixed charge coverage ratio on an ongoing basis, measured at the end of each fiscal quarter. Under the
Bank Syndicate Agreement, if our excess availability (i.e., borrowing base capacity less outstanding loan balance and certain
reserves) falls below a certain threshold, we become subject to a minimum fixed charge coverage ratio. Our ability to borrow
under these credit agreements depends upon compliance with these financial covenants.
Our failure to satisfy any covenant, absent a waiver or amendment, would cause us to be in default under our credit
facilities and would enable our lenders to accelerate payment of the outstanding indebtedness. Each of our credit agreements
include cross-default provisions which state that certain types of defaults under any other indebtedness agreement will also
constitute a default under that credit agreement. If an event of default occurred, and the lender demanded accelerated payment,
we may not be able to satisfy a pay-off request, whether through internal funds or new financing.
Our variable rate indebtedness exposes us to interest rate risk.
A substantial portion of our floorplan and working capital borrowings, including the credit facilities with CNH Industrial
Capital, the Bank Syndicate, DLL Finance, and our international floorplan facilities are at variable rates of interest and expose
us to interest rate risk. As such, our results of operations are sensitive to movements in interest rates. There are many economic
factors outside our control that have in the past and may, in the future, impact rates of interest including publicly announced
indices that underlie the interest obligations related to a certain portion of our debt. Factors that impact interest rates include
governmental monetary policies, inflation, recession, changes in unemployment, the money supply, and international instability
impacting domestic and foreign financial markets. Any increases in interest rates could have an adverse effect on our results of
operations.
We are in the process of implementing a new enterprise resource planning (“ERP”) system, and problems with the
design or implementation of this ERP system could interfere with our business and operations.
We are engaged in the implementation of a new ERP system. The ERP system is designed to accurately maintain our
books and records and provide information to management important to the operation of our business. Our ERP transition has
required, and will continue to require, the investment of significant human and financial resources. We have, and may continue
to experience, challenges as we work toward the completion of the ERP conversion. Beyond cost and scheduling, potential
flaws in the implementation of an ERP system may pose risks to the Company’s ability to operate successfully and efficiently,
including our ability to prepare timely and accurate SEC filings. If we are unable to successfully implement the new ERP
system as planned, our financial position, results of operations and cash flows could be negatively impacted.
Moreover, if the ERP system does not effectively collect, store, process, and report relevant data for the operation of our
business (whether due to equipment malfunction or constraints, software deficiencies, cybersecurity attack, and/or human
error), our ability to effectively plan, forecast, and execute our business plan and comply with applicable laws and regulations
will be impaired, perhaps materially. Any such impairment could materially and adversely affect our financial condition, results
of operations, cash flows and the timeliness with which we report our internal and external operating results.
The agricultural and construction equipment industries are highly seasonal, which can cause significant fluctuations
in our results of operations and cash flow.
The agricultural and construction equipment businesses are highly seasonal, which causes our quarterly results and cash
flows to fluctuate during the year. Farmers generally purchase agricultural equipment and service work in preparation for, or in
conjunction with, the planting and harvesting seasons. Construction equipment customers’ purchases of equipment and service
work, as well as rental of equipment, are also seasonal in our stores located in colder climates where construction work slows
significantly in the winter months. In addition, the fourth quarter typically is a significant period for equipment sales in the U.S.
because of our customers’ year-end tax planning considerations, the timing of dealer incentives and the increase in availability
of farmers’ funds from completed harvests and construction customers' funds from completed projects. Also, numerous external
factors such as credit markets, commodity prices, weather conditions, and other circumstances may disrupt normal purchasing
practices and customers’ sentiment, further contributing to the seasonal fluctuations.
We are exposed to customer credit risks.
We extend credit to our customers for parts and service work, rental charges, and also for some equipment sales in our
domestic and international operations. If we are unable to manage these credit risk issues adequately, or if a large number of
customers experience financial difficulties at the same time, our credit losses could increase above historical levels and our
operating results would be adversely affected. Delinquencies and credit losses generally would be expected to increase if there
was a worsening of economic conditions in any of our reporting segments.
19
Our rental operations subject us to risks including increased maintenance costs as our rental fleet ages, increased
costs of new replacement equipment we use in our fleet, and losses upon disposition of rental fleet units.
Our rental fleet margins are materially impacted by utilization of fleet assets, which is seasonal and can fluctuate
materially due to weather and economic factors. If our rental equipment ages, the costs of maintaining that equipment, if not
timely replaced, will likely increase. The cost of new equipment for use in our rental fleet could also increase due to increased
material costs for our suppliers or other factors beyond our control. Furthermore, changes in customer demand could cause
some of our existing equipment to become obsolete and require us to purchase new equipment at increased costs.
Upon the sale of a rental fleet unit, we include in operating income the difference between the sales price and the
depreciated value of the equipment sold. The market value of any given piece of rental equipment could be less than its
depreciated value at the time it is sold. The market value of used rental equipment depends on several factors, including:
•
market prices for like equipment;
•
hours and condition of the equipment;
•
time of year that the equipment is sold;
•
the supply of used equipment in the market; and
•
general economic conditions.
Any significant decline in the selling prices for used rental equipment, or increased costs resulting from our rental
operations, could have an adverse effect on our results of operations and cash flows.
Tax Rates and New Tax Legislation - Changes in tax rates or the adoption of new tax legislation may affect our results
of operations, cash flows and financial condition.
The Company is subject to taxes in the U.S. and a number of foreign jurisdictions where it conducts business. The
Company’s effective tax rate has been and may continue to be affected by changes in the mix of earnings in jurisdictions with
differing statutory tax rates, changes in the valuation of deferred tax assets, and changes in tax laws or their interpretation, such
as the 15% global minimum tax under the Organization for Economic Cooperation and Development ("OECD") Pillar Two,
Global Anti-Base Erosion Rules. In addition, the U.S. government could adopt changes to international trade agreements,
tariffs, taxes and other related regulations. If the Company’s effective tax rate were to increase, or if the ultimate determination
of the Company’s taxes owed is for an amount in excess of amounts previously accrued, the Company’s results of operations,
cash flows and financial condition could be adversely affected.
Climate and Weather Risks
Weather conditions may negatively impact the agricultural and construction equipment markets and affect our
financial results.
Weather conditions, particularly severe floods and droughts, can have a significant adverse effect on growing conditions
and on regional agricultural and construction markets. Adverse weather conditions may result in fewer acres being planted or
harvested by farmers, reduced crop yields on those acres that are planted, and in delays or cancellations of construction projects.
This in turn could result in lower demand for our agricultural and construction equipment and services and adversely affect our
results of operation. Many scientific reports predict that severe weather events can be expected to become more frequent as a
result of global climate change. Furthermore, the long-term impacts of climate change, whether involving physical risks (such
as the extreme weather conditions discussed above) or transition risks (such as regulatory changes discussed below) are
expected to be widespread and unpredictable. As severe weather events become increasingly common, our or our customers’
operations may be disrupted, which could result in increased operational costs or reduced demand for our products and services
and extended periods of disruptions could have an adverse effect on our results of operations. In addition, climate change may
also reduce the availability or increase the cost of insurance for weather-related events as well as impact the global economy,
including as a result of disruptions to supply chains. We anticipate that climate change-related risks will increase over time.
20
New or more stringent greenhouse gas emission standards designed to address climate change could increase costs of
the equipment we purchase from our suppliers and increase our customers’ costs of operations.
There is global scientific consensus that emissions of greenhouse gases (GHG) continue to alter the composition of
Earth’s atmosphere in ways that are affecting and are expected to continue to affect the global climate. These considerations
have led to certain regulatory responses, including but not limited to the EU Corporate Sustainability Reporting Directive
("CSRD") and the SEC recently finalized rules requiring public companies to make disclosures regarding climate risks and
related matters. We expect to be subject to the CSRD and new SEC disclosure rules beginning in 2026. The associated
compliance costs are currently uncertain, we expect that they will be substantial. Various stakeholders, including legislators and
regulators, shareholders and non-governmental organizations, as well as companies in many business sectors are continuing to
look for ways to reduce GHG emissions.
The regulation of GHG emissions from the equipment we sell could result in additional manufacturing costs to our
suppliers who, in turn, will likely pass along those costs to us. We may not be successful in passing along the equipment price
increases to our customers, which could impact our results of operation and margins. To the extent that we attempt to pass
along price increases to our customers, the increased costs of equipment may negatively affect their purchasing decisions or
result in their decision to purchase equipment from a different brand.
Moreover, the GHG regulations could increase other input costs for our customers, such as fuel and fertilizer, and impose
indirect compliance-related costs on our customers. These economic impacts could negatively impact our customers’
purchasing decisions.
Because the impact of any future GHG legislative, regulatory or product standard requirements is dependent on the
timing and design of mandates or standards, we are unable to predict with any specificity their potential impact at this time.
Risks of our Growth Strategy
If our acquisition plans are unsuccessful, we may not achieve our planned long-term revenue growth.
Our ability to grow through the acquisition of additional CNH Industrial geographic areas of responsibility and store
locations or other businesses will be dependent upon the availability of suitable acquisition candidates at acceptable values, our
ability to compete effectively for available acquisition candidates and the availability of capital to complete the acquisitions.
We may not successfully identify suitable targets, or if we do, we may not be able to close the transactions, or if we close the
transactions, they may not be profitable. In addition, CNH Industrial's consent is required for the acquisition of any CNH
Industrial dealership, and the consent of our lenders may be required for certain acquisitions. CNH Industrial typically evaluates
management, historical performance, and capitalization of a prospective acquirer in determining whether to consent to the sale
of a CNH Industrial dealership. We may not obtain the consent of CNH Industrial or our lenders for certain acquisitions we
may propose.
Our acquisitions may not be successful.
There are risks associated with acquisitions of new dealerships. These risks include incurring significantly higher than
anticipated capital expenditures and operating expenses; unexpected liabilities; synergies, economies of scale and cost
reductions not occurring as anticipated; failing to integrate the operations and personnel of the acquired dealerships; employee
attrition at the acquired business; disrupting our ongoing business; diluting the effectiveness of our management; failing to
maintain uniform standards, controls and policies; and impairing relationships with employees and customers as a result of
changes in management. To the extent we do not successfully avoid or overcome the risks or problems related to acquisitions,
our results of operations and financial condition could be adversely affected. Future acquisitions also may have a significant
impact on our financial position and capital needs, and could cause substantial fluctuations in our quarterly and yearly results of
operations or result in a diversion of management's time and attention from our core business. Acquisitions could include
significant intangible assets and goodwill. If the acquisitions giving rise to these intangible assets are unsuccessful, this may
result in future impairment charges that would reduce our stated earnings.
Human Capital Risks
Our business success depends on attracting and retaining qualified personnel.
Our success in executing our operating and strategic plans depends on the efforts and abilities of our management team
and key employees, including the managers of our field operations and our country managers in our international operations.
The failure to attract and retain members of our management team and key employees will harm us.
21
In recent years, the equipment industry has experienced a shortage of qualified service technicians. If this trend worsens
and we are not able to hire and retain qualified service technicians at acceptable levels, our ability to satisfy customers' service
needs would be negatively impacted. Moreover, the technician shortage may increase our service technician compensation
expense, and reduce our gross margins on service work.
In addition, in recent years it has been increasingly difficult to hire and retain employees, which we believe is
primarily attributable to market conditions which in turn has created increased competition in labor markets. Difficulties in
hiring and retaining employees and heightened competition for employees may impact our ability to serve customers, increase
our costs, and impair our efficiency and effectiveness and our ability to pursue growth opportunities.
Labor organizing activities could negatively impact us.
Although none of our employees are covered by a collective bargaining agreement, there have been attempts to unionize
our store personnel. The unionization of all or a substantial portion of our workforce could result in work slowdowns or
stoppages, increased overall costs, reduced operating margins and reduced efficiency of our operations at the affected locations,
and reduced flexibility in running our business competitively.
Liability Risks
Selling and renting agricultural and construction equipment, selling parts, and providing repair services subject us to
liability risks that could adversely affect our financial condition and reputation.
Products sold, rented or serviced by us may expose us to potential liabilities for personal injury or property damage
claims that arise from the use of those products. Our commercial liability insurance may not be adequate to cover significant
product liability claims, or we may not be able to secure such insurance on economically reasonable terms. An uninsured or
partially insured claim for which indemnification from the manufacturer is not available could have a material adverse effect on
our financial condition or results of operations. Furthermore, if any significant claims are made against us or against CNH
Industrial or any of our other suppliers, our business may be adversely affected by any related negative publicity or any adverse
impact on the reputation or brand of any of our suppliers, including CNH Industrial.
Stock Price Volatility
Our common stock price has fluctuated significantly and may continue to do so in the future.
The price at which our common stock trades may be volatile and could be subject to significant fluctuations in response
to our operating results and financial condition as set forth in our earnings releases, guidance estimates released by agricultural
or construction equipment manufacturers that serve the markets in which we operate, announcements by our competitors,
analyst recommendations, our ability to meet or exceed analysts’ or investors’ expectations, fluctuations in the price of crop
commodities and natural resources, the condition of the financial markets, and other factors. Quarterly fluctuations resulting
from the seasonality of our business may cause our results of operations and cash flows to underperform in relation to the
expectations of financial analysts or investors, which may cause volatility or decreases in our stock price.
22
Data Security Risks
Security breaches and other disruptions could compromise our information systems and expose us to liability, which
would cause our business and reputation to suffer.
The efficient operation of our business is dependent on our information technology systems. We use information
technology systems to record, process and summarize financial information and results of operations for internal reporting
purposes and to comply with regulatory financial reporting, legal and tax requirements. Additionally, in the ordinary course of
our business, we collect and store sensitive data, including proprietary business information of our customers and suppliers, as
well as personally identifiable information of our customers and employees, in our data centers and on our networks. The
secure operation of these information technology networks and the systems of the third parties with whom we do business and
the processing and maintenance of information is critical to our operations. Despite the security measures and business
continuity plans, put in place by us and our third party providers, our information technology and infrastructure may be
vulnerable to damage, disruptions or shutdowns due to attacks by hackers or breaches due to employee error or malfeasance or
other disruptions arising from power outages, telecommunication failures, terrorist acts, including state-sponsored
cyberterrorism targeted at the U.S., natural disasters, or other catastrophic events. The occurrence of these events could
compromise our networks or the networks of our third-party providers, and the information stored there could be accessed,
publicly disclosed, lost or stolen. In addition, the rapid evolution and increased adoption of artificial intelligence technologies
and the potential for abuse of these technologies by bad actors amplifies these concerns. Any such access, disclosure or other
loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws that protect the
privacy of personally identifiable information, disrupt our operations, and damage our reputation, which could adversely affect
our business, results of operations, and financial condition. In particular, given our Europe segment operations, the European
Union General Data Protection Regulation imposes stringent data protection requirements and provides significant penalties for
noncompliance. In addition, as security threats continue to evolve and increase in frequency and sophistication, we may need to
invest additional resources to protect the security of our systems.
We maintain cyber risk insurance, but this insurance may not be sufficient to cover all of our losses from any future
breaches of our systems, and we cannot guarantee that applicable insurance will be available to us in the future on economically
reasonable terms or at all. While we have experienced cybersecurity incidents in the past, to date, none have materially
impacted the Company or our financial position, results of operations and/or cash flows.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
We have implemented a cybersecurity governance program intended to assess, identify, and manage risks from threats to
the security of our information, systems, and network. Our risk-based measures aim to proactively manage threats and prove the
effectiveness of our internal controls.
Our cybersecurity governance program adopted the Center for Internet Security Critical Security Framework as the
structure to help detect and mitigate threats through risk-based controls designed to protect Titan Machinery’s information,
systems, and network.
We continuously review and seek to enhance our program as risks evolve and compliance requirements change. We use
our internal security team and engage third-party cybersecurity companies. Together we conduct periodical assessments and
ongoing enhancements to our cybersecurity posture and identify and remediate risks from cyber threats. The assessment
includes reviewing third-party service providers periodically and before new engagements.
Security awareness training is provided to educate employees about cybersecurity threats and help them understand their
responsibility in identifying, mitigating, and reporting security concerns or threats.
Along with other significant risks for the Company, we have sought to integrate cybersecurity into our enterprise risk
management framework, by tracking key risk indicators, emerging risks and changes to the risk mitigation plan to achieve
desired results.
Cybersecurity Governance
The Board is aware of the critical nature of managing risks associated with cybersecurity threats. The Audit Committee is
responsible for board-level oversight of cybersecurity risk. The Audit Committee reports back to the full Board about
cybersecurity and other areas within their responsibility.
23
Our cybersecurity governance program is led by our Vice President of Information Technology (“VP of IT”). The VP of
IT is informed about and monitors the prevention, detection, mitigation, and remediation efforts through regular communication
and reporting from professionals on the security team. Our VP of IT has been assessing and managing cybersecurity risk for the
company since 2015. In total, our VP of IT has over 20 years of IT industry experience in various roles.
Team members who support our cybersecurity governance program have relevant education and industry experience. The
team provides regular reports to senior management and other relevant teams on various cybersecurity threats, assessments, and
findings.
Our VP of IT semi-annually and on an ad-hoc basis presents directly to the Audit Committee on cybersecurity initiatives,
efforts, and security risks. The Audit Committee reports to the Board at minimum semi-annually the cybersecurity initiatives,
efforts and security risks. In addition, we have an Incident Response Policy in place to inform senior management and the
Board of material issues related to cybersecurity matters and to develop an appropriate response plan.
While we have experienced cybersecurity incidents in the past, to date, none have materially impacted the Company or
our financial position, results of operations and/or cash flows. However, the risks from cybersecurity threats and incidents
continue to increase, and the preventative actions we have taken and continue to take to reduce the risk of cybersecurity threats
and incidents may not successfully protect against all such threats and incidents. We continue to invest in cybersecurity and the
resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems
and infrastructure, and the information they contain. For more information regarding the risks we face from cybersecurity
threats, please see Item 1A, Risk Factors, under the heading “Security breaches and other disruptions could compromise our
information systems and expose us to liability, which would cause our business and reputation to suffer.”
24
ITEM 2. PROPERTIES
Equipment Stores
As of January 31, 2024, we operated 148 full service agricultural and construction equipment stores globally in the
following locations:
Agriculture Segment
Construction
Segment
Europe Segment
Australia Segment
Total
United States
North Dakota
12
4
—
—
16
Minnesota
15
3
—
—
18
Iowa
12
3
—
—
15
Nebraska
14
2
—
—
16
South Dakota
11
2
—
—
13
Colorado
—
3
—
—
3
Idaho
6
—
—
—
6
Kansas
1
—
—
—
1
Missouri
1
—
—
—
1
Montana
1
—
—
—
1
Washington
1
—
—
—
1
Wisconsin
1
1
—
—
2
Wyoming
1
—
—
—
1
European Countries
Bulgaria
—
—
8
—
8
Germany
—
—
7
—
7
Romania
—
—
14
—
14
Ukraine
—
—
10
—
10
Australian States
New South Wales
—
—
—
1
1
South Australia
—
—
—
4
4
Victoria
—
—
—
10
10
Total
76
18
39
15
148
Store Lease Arrangements
As of January 31, 2024, we leased 76 store facilities with lease arrangements expiring at various dates through April 30,
2042. Many of our lease agreements include fair market value purchase options, rights of first refusal, lease term extension
options, or month-to-month or year-to-year automatic renewal provisions at the conclusion of the original lease period. A
majority of the leases provide for fixed monthly rental payments and require us to pay the real estate taxes on the properties for
the lease periods. We are generally responsible for utilities and maintenance of the leased premises. All of the leases require
that we maintain public liability, property casualty, and personal property insurance on each of the leased premises. The leases
generally require us to indemnify the lessor in connection with any claims arising from the leased premises during our
occupation of the property.
We believe our owned and leased facilities are adequate to meet our current and anticipated needs.
In recent years, we have been strategically purchasing real estate of certain dealership locations, and have financed those
purchases using long term debt. We currently own the store facilities for 68 U.S. dealership locations, six European dealership
locations and one Australian dealership location. We have incurred debt financing and have been granted mortgages on most of
those owned facilities in connection with incurring such debt financing. The remainder of our U.S. and international store
locations are leased from third parties.
25
As part of our due diligence review prior to a dealership acquisition, we evaluate the adequacy, suitability and condition
of the related real estate. Our evaluation typically includes a Phase I environmental study, and if deemed necessary, a Phase II
environmental study of the real property to determine whether there are any environmental concerns. If any environmental
concerns exist, we generally require that such concerns be addressed prior to acquisition of the dealership real estate.
Headquarters
We currently lease and occupy approximately 48,000 square feet in West Fargo, North Dakota for our headquarters and
this lease expires on January 31, 2028. We continually review our location needs, including the adequacy of our headquarters
space, to ensure our space is sufficient to support our operations. We believe there is ample opportunity for expansion in our
West Fargo headquarters facility if necessary.
ITEM 3. 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. Management believes the resolution of other legal matters will not have a material
effect on our financial condition, results of operation or cash flow, although the ultimate outcome of any such actions is not
assured. Furthermore, our insurance may not be adequate to cover all liabilities that may arise out of claims brought against us.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
26
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names, ages and positions of our executive officers are as follows:
Name
Age
Position
Bryan Knutson
45
Chief Executive Officer and President
Robert Larsen
38
Chief Financial Officer and Treasurer
David Meyer
70
Executive Chairman
Bryan Knutson became our Chief Executive Officer in February 2024. Bryan leverages his more than 20 years of
progressive experience in sales, operations, and leadership at Titan Machinery to deliver significant value for the Company’s
customers and stockholders. Bryan has been with Titan Machinery since 2002, and has performed at the highest levels as an
Equipment Sales Consultant (ESC), Store Manager, Complex Manager, and held Senior Field positions including Valley
Region Manager and Vice President of Titan Machinery’s North American Agriculture Equipment Business. He joined the
executive leadership team in 2017 as the Company’s Chief Operating Officer and was promoted to President and Chief
Operating Officer in 2022. In addition to involvement in several industry organizations, Bryan is past chairman and currently on
the Board of Directors of the Pioneer Equipment Dealers Association representing Member Equipment Dealers in Minnesota,
North Dakota and South Dakota and has served long tenures on both the Case IH Agriculture and Case Construction Dealer
Advisory Boards.
Robert Larsen became our Chief Financial Officer in December 2022. Prior to joining us, he served as the Head of
Finance for CNH Industrial’s team focused on precision technology. Prior to joining CNH Industrial, Mr. Larsen held various
positions at Raven Industries starting in 2016, including Director of Finance, Director of Investor Relations and various other
roles. Mr. Larsen began his career as an accountant with PricewaterhouseCoopers LLP and is a Certified Public Accountant.
David Meyer is our Executive Chairman of our Board of Directors. David co-founded Titan Machinery in 1980 on the
principle of best-in-class product support, and as an early pioneer of dealer consolidation, saw the benefits of consolidating
dealership resources to leverage scale, equipment and parts inventories, training, and other industry expertise to provide world-
class equipment support to all our agricultural and construction customers. David served as Chief Executive Officer from 1985
until transitioning to the Executive Chairman role in February 2024. Prior to incorporating Titan in 1980, David was a partner
in a JI Case/New Holland Dealership with locations in Lisbon and Wahpeton, North Dakota. Prior to that, he worked for JI
Case Company. David has served on both the Case Construction and CaseIH Agriculture Dealer Advisory Boards. He is two-
term past chairman and board member of the North Dakota Implement Dealers Association.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
Our common stock is listed for trading on the Nasdaq Stock Market and trades under the symbol "TITN". As of
March 25, 2024, there were approximately 695 record holders of our common stock, which excludes holders whose stock is
held either in nominee name or street name brokerage accounts.
DIVIDENDS
We have not historically paid any dividends on our common stock. Payment of future cash dividends, if any, will be at
the discretion of the Board after taking into account various factors, including our financial condition, operating results, current
and anticipated cash needs, outstanding indebtedness and plans for expansion and restrictions imposed by lenders, if any.
UNREGISTERED SALES OF EQUITY SECURITIES
We did not have any unregistered sales of equity securities during the fiscal quarter ended January 31, 2024.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
For information on securities authorized for issuance under our equity compensation plans, refer to Item 12, Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, of this Form 10-K.
27
REPURCHASES
We did not engage in any repurchases of our common stock during the fiscal quarter ended January 31, 2024.
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return for the last trading day of our last five fiscal years on a $100
investment (assuming dividend reinvestment) on January 31, 2019, the last trading day before our fifth preceding fiscal year, in
each of our common stock, the Russell 2000 Index and the S&P 500 Retail Index.
Titan Machinery Inc.
S&P 500 Retail Index
Russell 2000 Index
2019
2020
2021
2022
2023
2024
50.00
100.00
150.00
200.00
250.00
January 31,
2019
2020
2021
2022
2023
2024
Titan Machinery Inc.
$ 100.00 $
65.15 $ 113.66 $ 164.35 $ 234.47 $ 142.64
S&P 500 Retail Index
100.00
119.51
167.91
182.83
147.04
188.29
Russell 2000 Index
100.00
107.65
138.30
135.28
128.85
129.87
ITEM 6. [RESERVED]
28
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with
our financial statements and the related notes appearing under Item 8, Financial Statements and Supplementary Data, of this
Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this annual report,
including information with respect to our plans and strategy for our business and expected financial results, includes forward-
looking statements that involve risks and uncertainties. You should review the "Information Regarding Forward-Looking
Statements" in this Item 7 and "Risk Factors" presented under Item 1A for a discussion of important factors that could cause
actual results to differ materially from the results described in or implied by the forward-looking statements contained in the
following discussion and analysis in this annual report.
A discussion of changes in our Financial Results and Cash Flow Comparisons from fiscal year 2022 to fiscal year 2023
has been omitted from this Form 10-K, but may be found in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal
year ended January 31, 2023, filed with the SEC on March 30, 2023.
BUSINESS DESCRIPTION
We own and operate a network of full service agricultural and construction equipment stores in the United States, Europe,
and Australia. Based upon information provided to us by CNH Industrial N.V. or its U.S. subsidiary CNH Industrial America,
LLC, collectively referred to in this Form 10-K as CNH Industrial, we are the largest retail dealer of Case IH Agriculture
equipment in the world, one of the largest retail dealers of Case Construction equipment in North America and one of the
largest retail dealers of New Holland Agriculture and New Holland Construction equipment in the U.S. We operate our
business through four reportable segments: Agriculture, Construction, Europe and Australia. Within each segment, we have
four principal sources of revenue: new and used equipment sales, parts sales, service, and equipment rental and other activities.
The agricultural equipment we sell and service includes machinery and attachments for uses ranging from large-scale
farming to home and garden use. The construction equipment we sell and service includes heavy construction machinery, light
industrial machinery for commercial and residential construction, road and highway construction machinery, energy, and
forestry operations equipment. We offer our customers a one-stop solution for their equipment needs through:
•
new and used equipment sales;
•
parts sales;
•
equipment repair and maintenance services; and
•
equipment rental and other activities.
The new equipment and parts we sell are supplied primarily by CNH Industrial. According to its public reports, CNH
Industrial is a leading manufacturer and supplier of agricultural and construction equipment based on the number of units sold,
primarily through the Case IH Agriculture, New Holland Agriculture, Case Construction and New Holland Construction
brands. Sales of new CNH Industrial products accounted for approximately 71% of our new equipment revenue in fiscal 2024,
with our single largest manufacturer other than CNH Industrial representing approximately 3% of our total new equipment
revenue in fiscal 2024. We acquire used equipment for resale primarily through trade-ins from our customers and in some cases
through selective purchases. We sell parts and provide in-store and on-site repair and maintenance services. We rent equipment
and provide other ancillary services such as equipment transportation, GPS signal subscriptions, farm data management
systems, precision farming equipment, and finance and insurance products.
Throughout our 43-year operating history, we have built an extensive, geographically contiguous network of 94 full
service stores located in the United States, 39 in Europe and 15 in Australia. We have a history of growth through acquisitions,
including over 60 acquisitions in 15 U.S. states, four European countries and three Australian states since January 1, 2003. We
believe that there will continue to be opportunities for dealership consolidation in the future, and we expect that acquisitions
will continue to be a component of our long-term growth strategy.
Certain External Factors Affecting our Business
We are subject to a number of factors that affect our business including those factors discussed in the sections in this
Form 10-K entitled Item 1A, "Risk Factors" and "Information Regarding Forward-Looking Statements." Certain of these
external factors include, but are not limited to, the following:
29
Russia/Ukraine Geopolitical Conflict
Since the onset of the active conflict in February 2022, most of Titan Machinery Ukraine's customers have been able to
continue their work, although at a reduced capacity and schedule. The Company's business systems in Ukraine have continued
to function but have been, and could continue to be, negatively impacted in the future. To date, the impact of this conflict has
not been and is not expected to be material to Titan Machinery’s consolidated business operations and financial performance.
However, the full impact of the conflict remains uncertain and will depend on future developments, including the severity and
duration of the conflicts and their impact on regional and global economic conditions. The Company will continue to monitor
the ongoing conflict between Russia and Ukraine as it is highly complex and continues to evolve.
Macroeconomic and Industry Factors
Our Agriculture and International businesses are primarily driven by the demand for agricultural equipment for use in the
production of food, fiber, feed grain and renewable energy. Agriculture industry factors such as changes in agricultural
commodity prices and net farm income, have an effect on our customers' sentiment and their ability to secure financing for
equipment purchases. Macroeconomic and industry factors that affect commodity prices and net farm income include changing
worldwide demand for agriculture commodities, crop yields and supply disruptions caused by weather patterns and crop
diseases, crop stock levels, production costs, and changing U.S. dollar foreign currency exchange rates. Based on U.S.
Department of Agriculture ("USDA") publications, the most recent estimate of net farm income for calendar year 2023
decreased 16% compared to calendar year 2022. The commodity prices of corn and soybeans, which are the predominant crops
in our Agriculture store footprint, were at or near record prices in fiscal 2023 but decreased during fiscal 2024. Based on its
February 2024 report, the USDA projected net farm income for calendar year 2024 to decrease 25.5%, as compared to calendar
year 2023, but remain in line with the average inflation adjusted net farm income for the previous 20 years.
Our Construction business is primarily impacted by the demand for construction equipment for use in private and
government commercial, residential, and infrastructure construction; demolition; maintenance; energy and forestry operations.
Industry reports show that demand for construction equipment in our markets is driven by several factors, one of which is
public infrastructure spending, including roads and highways, sewer and water. Any growth in federal allocations to public
infrastructure spending over the next few years should positively impact our future results of operations. Likewise, any decline
in federal allocations to public infrastructure spending over the next few years should negatively impact our future results of
operations.
Seasonality & Weather
The agricultural and construction equipment businesses are highly seasonal, which causes our quarterly results and our
available cash flow to fluctuate during the year. Our customers generally purchase and rent equipment in preparation for, or in
conjunction with, their busy seasons, which for farmers are the planting and harvesting seasons; and which for Construction
customers are typically the second and third quarters of our fiscal year for much of our Construction footprint. Our parts and
service revenues are typically highest during our customers' busy seasons as well, due to the increased use of their equipment
during this time, which generates the need for more parts and service work. However, weather conditions impact the timing of
our customers' busy times, which may cause greater than expected fluctuations in our quarterly financial results year over year.
In addition, the fourth quarter typically is a significant period for equipment sales in the U.S. because of our customers’ year-
end tax planning considerations, the timing of dealer incentives and the increase in availability of funds from completed
harvests and construction projects.
Seasonal weather trends, particularly severe wet or dry conditions, can have a significant impact on regional agricultural
and construction market performance by affecting crop production and the ability to undertake construction projects. Weather
conditions that adversely affect the agricultural or construction markets decrease the demand for our products and services.
In addition, numerous external factors such as credit markets, government subsidies, commodity prices, production
yields, input costs, and other circumstances may disrupt normal purchasing practices and buyer sentiment, further contributing
to the seasonal fluctuations.
Dependence on our Primary Supplier
The majority of our business involves the distribution and servicing of equipment manufactured by CNH Industrial. In
fiscal 2024, CNH Industrial supplied approximately 71% of our new equipment revenue on a consolidated basis and 75%, 81%,
51%, and 58% in our Agriculture, Construction, Europe, and Australia segments, respectively, and represented a significant
portion of our parts revenue. Thus, we believe the following factors have a significant impact on our operating results:
•
CNH Industrial’s product offerings, reputation and market share;
•
CNH Industrial’s product prices and incentive and discount programs;
30
•
CNH Industrial's supply of inventory and ability to match demand levels and delivery timelines;
•
CNH Industrial's offering of floorplan payable financing for the purchase of a substantial portion of our inventory; and
•
CNH Industrial's offering of financing and leasing used by our customers to purchase CNH Industrial equipment from
us.
Credit Market Changes
Changes in credit markets can affect our customers' ability and willingness to make capital expenditures, including
purchasing our equipment. Tight credit markets, a low level of liquidity in many financial markets, and extreme volatility in
fixed income, credit, currency and equity markets have the potential to adversely affect our business. Such disruptions in the
overall economy and financial markets and the related reduction in consumer confidence in the economy, slow activity in the
capital markets, negatively affect access to credit on commercially acceptable terms, and may adversely impact our customers'
access to credit and the terms of any such credit. However, if retail interest rates continue to rise, our business may be
negatively affected by customers who find financing purchases of our equipment less attractive due to higher borrowing costs.
Our business is also particularly dependent on our access to credit markets to manage inventory and finance acquisitions.
We cannot predict what future changes will occur in credit markets or how these changes will impact our business.
Inflation
Inflationary pressures have led to rising inventory and supply costs as well as increased labor costs. To date, in those
instances in which we have experienced cost increases, we have been able to increase selling prices to offset much of the
increases and expect to continue to do so in the future.
Significant Items Impacting Our Financial Position and Results of Operations
J.J. O’Connor & Sons Pty. Ltd. Acquisition
On October 2, 2023, we acquired all of the outstanding equity interests of J.J. O’Connor & Sons Pty. Ltd. ("O’Connors").
The acquired business consisted of 15 CaseIH dealership locations and one parts center in the states of New South Wales, South
Australia, and Victoria in Southeastern Australia. O'Connors has been a successful Case IH complex, and our acquisition of this
entity provides the Company with the opportunity to expand our international presence into the large, well-established
Australian agriculture market. Total cash consideration paid for O'Connors was $66.5 million, which was financed through
available cash resources and line of credit availability. The 15 O’Connors store locations are included within our new Australia
segment.
Heartland Acquisition
On August 1, 2022, we acquired all of the outstanding equity interests of three entities, Heartland Agriculture, LLC,
Heartland Solutions, LLC, and Heartland Leveraged Lender, LLC, (collectively referred to as "Heartland Companies"). The
acquired business consisted of 12 CaseIH commercial application agriculture locations, in the states of Idaho, Iowa, Kansas,
Minnesota, Missouri, Montana, Nebraska, North Dakota, South Dakota, Washington, and Wisconsin. Our acquisition of these
entities provides the Company with the opportunity for synergies due to overlap of our footprints, which allows us to package
deals that include both commercial application equipment as well as other agricultural and construction equipment to
commercial customers within our core footprint. Total cash consideration paid for the Heartland Companies was $94.4 million,
which was financed through available cash resources and line of credit availability. The 12 Heartland Companies store locations
are included within our Agriculture segment.
31
Key Financial Metrics
In addition to tracking our sales and expenses to evaluate our operational performance, we also monitor the following key
financial metrics. The results of some of these metrics are discussed further throughout the Management's Discussion and
Analysis of Financial Condition and Results of Operations section of this Form 10-K.
Inventory Turnover
Inventory turnover measures the rate at which inventory is sold during the year. We calculate it by dividing cost of sales
on equipment for the last twelve months by the average of the month-end balances of our equipment and parts inventories for
the same twelve-month period. We believe that inventory turnover is an important management metric in evaluating the
efficiency at which we are managing and selling our inventories.
Same-Store Results
Same-store results for any period represent results of operations by stores that were part of our Company for the entire
comparable period in the preceding fiscal year. We do not distinguish relocated or newly-expanded stores in this same-store
analysis.
Absorption
Absorption is an industry term that refers to the percentage of an equipment dealer's operating expense covered by the
combined gross profit from parts, service and rental fleet activity. We calculate absorption by dividing our gross profit from
sales of parts, service and rental fleet by our operating expenses, less commission expense on equipment sales, plus interest
expense on floorplan payables and rental fleet debt. We believe that absorption is an important management metric because
during economic down cycles our customers tend to postpone new and used equipment purchases while continuing to run,
maintain and repair their existing equipment. Thus, operating at a high absorption rate enables us to operate profitably
throughout economic down cycles.
Dollar Utilization
Dollar utilization is a measurement of asset performance and profitability used in the rental industry. We calculate the
dollar utilization of our rental fleet equipment by dividing the rental revenue earned on our rental fleet by the average gross
carrying value of our rental fleet (comprised of original equipment costs plus additional capitalized costs) for that period. While
our rental fleet has variable expenses related to repairs and maintenance, its primary expense for depreciation is fixed. Low
dollar utilization of our rental fleet has a negative impact on gross profit margin and gross profit dollars due to the fixed
depreciation component. However, high dollar utilization of our rental fleet has a positive impact on gross profit margin and
gross profit dollars.
Key Financial Statement Components
Revenue
•
Equipment: We derive equipment revenue from the sale of new and used agricultural and construction equipment.
•
Parts: We derive parts revenue from the sale of parts for brands of equipment that we sell, other makes of equipment,
and other types of equipment and related components. Our parts sales provide us with a relatively stable revenue
stream that is less sensitive to the economic cycles that affect our equipment sales.
•
Service: We derive service revenue from repair and maintenance services to our customers' equipment. Our repair and
maintenance services provide a high-margin, relatively stable source of revenue through changing economic cycles.
•
Rental and other: We derive other revenue from equipment rentals and ancillary equipment support activities such as
equipment transportation, GPS signal subscriptions and reselling financial and insurance products.
Cost of Revenue
•
Equipment: Cost of equipment revenue is the lower of the acquired cost or the net realizable value of the specific piece
of equipment sold.
•
Parts: Cost of parts revenue is the lower of the acquired cost or the market value of the parts sold, based on average
costing.
•
Service: Cost of service revenue represents costs attributable to services provided for the maintenance and repair of
customer-owned equipment and equipment then on-rent by customers.
32
•
Rental and other: Costs of other revenue represent costs associated with equipment rental, such as depreciation,
maintenance and repairs, as well as costs associated with providing transportation, hauling, parts freight, GPS
subscriptions and damage waivers, including, among other items, drivers' wages, truck depreciation, fuel costs,
shipping costs and our costs related to damage waiver policies.
Operating Expenses
Our operating expenses include sales and marketing expenses, sales commissions (which generally are based upon
equipment gross profit margins), payroll and employee benefit costs, insurance expenses, professional fees, property rental and
related costs, property and other taxes, administrative overhead, and depreciation associated with property and equipment (other
than rental and trucking equipment).
Floorplan Interest
The cost of financing inventory is an important factor affecting our results of operations. Floorplan payable financing
from CNH Industrial Capital, the Bank Syndicate Agreement, DLL Finance and various credit facilities related to our foreign
subsidiaries represent the primary sources of financing for equipment inventories. CNH Industrial regularly offers interest-free
periods as well as additional incentives and special offers. As of January 31, 2024, 47.9% of our floorplan payable financing
was non-interest bearing.
Other Interest Expense
Interest expense represents the interest on our debt instruments, other than floorplan payable financing facilities. This
includes long-term debt used to finance the purchase of real estate and vehicles.
33
Results of Operations
Comparative financial data for each of our four sources of revenue for fiscal 2024 and 2023 are presented below. The
results include the acquisitions made during these periods. The year-to-year comparison included below is not necessarily
indicative of future results. Information regarding segment revenue and income (loss) before income taxes is presented for each
fiscal year following our discussion of the consolidated results of operations. Additional information regarding our segments is
included in Note 21 of our consolidated financial statements.
Year Ended January 31,
2024
2023
(dollars in thousands)
Equipment
Revenue
$
2,145,316
$
1,711,559
Cost of revenue
1,864,558
1,477,539
Gross profit
$
280,758
$
234,020
Gross profit margin
13.1 %
13.7 %
Parts
Revenue
$
410,841
$
327,196
Cost of revenue
279,921
220,418
Gross profit
$
130,920
$
106,778
Gross profit margin
31.9 %
32.6 %
Service
Revenue
$
157,315
$
129,803
Cost of revenue
53,981
46,208
Gross profit
$
103,334
$
83,595
Gross profit margin
65.7 %
64.4 %
Rental and other
Revenue
$
44,973
$
40,748
Cost of revenue
28,631
25,302
Gross profit
$
16,342
$
15,446
Gross profit margin
36.3 %
37.9 %
The following table sets forth our statements of operations data expressed as a percentage of revenue for the fiscal years
indicated.
Year Ended January 31,
2024
2023
Revenue
Equipment
77.8 %
77.5 %
Parts
14.9 %
14.8 %
Service
5.7 %
5.9 %
Rental and other
1.6 %
1.8 %
Total Revenue
100.0 %
100.0 %
Total Cost of Revenue
80.7 %
80.1 %
Gross Profit Margin
19.3 %
19.9 %
Operating Expenses
13.1 %
13.6 %
Income from Operations
6.2 %
6.3 %
Other Income (Expense)
(0.7) %
(0.2) %
Income Before Income Taxes
5.5 %
6.1 %
Provision for Income Taxes
1.4 %
1.5 %
Net Income
4.1 %
4.6 %
34
Fiscal Year Ended January 31, 2024 Compared to Fiscal Year Ended January 31, 2023
Consolidated Results
Revenue
Year Ended January 31,
Increase/
Percent
2024
2023
(Decrease)
Change
(dollars in thousands)
Equipment
$
2,145,316 $
1,711,559 $
433,757
25.3 %
Parts
410,841
327,196
83,645
25.6 %
Service
157,315
129,803
27,512
21.2 %
Rental and other
44,973
40,748
4,225
10.4 %
Total Revenue
$
2,758,445 $
2,209,306 $
549,139
24.9 %
The increase in total revenue for fiscal 2024, as compared to fiscal 2023, was primarily the result of Company-wide
same-store sales increase of 10.1% over the prior fiscal year and our acquisitions of the Heartland Companies, Pioneer Farm
Equipment Co. (“Pioneer”), and O'Connors, completed in August 2022, February 2023, and October 2023, respectively. The
same-store sales increase was primarily driven by equipment sales, which benefited from improved availability of inventory and
the sustained high demand of both agriculture and construction equipment. In addition, parts and service same-store sales also
grew in fiscal 2024 compared to fiscal 2023.
Gross Profit
Year Ended January 31,
Increase/
Percent
2024
2023
(Decrease)
Change
(dollars in thousands)
Gross Profit
Equipment
$
280,758
$
234,020
$
46,738
20.0 %
Parts
130,920
106,778
24,142
22.6 %
Service
103,334
83,595
19,739
23.6 %
Rental and other
16,342
15,446
896
5.8 %
Total Gross Profit
$
531,354
$
439,839
$
91,515
20.8 %
Gross Profit Margin
Equipment
13.1 %
13.7 %
(0.6) %
(4.4) %
Parts
31.9 %
32.6 %
(0.7) %
(2.1) %
Service
65.7 %
64.4 %
1.3 %
2.0 %
Rental and other
36.3 %
37.9 %
(1.6) %
(4.2) %
Total Gross Profit Margin
19.3 %
19.9 %
(0.6) %
(3.0) %
Gross Profit Mix
Equipment
52.8 %
53.2 %
(0.4) %
(0.8) %
Parts
24.6 %
24.3 %
0.3 %
1.2 %
Service
19.4 %
19.0 %
0.4 %
2.1 %
Rental and other
3.2 %
3.5 %
(0.3) %
(8.6) %
Total Gross Profit Mix
100.0 %
100.0 %
Gross profit increased 20.8% or $91.5 million from fiscal 2023 to fiscal 2024, primarily due to higher revenue and gross
profit from our equipment, parts, and service business. Gross profit margin decreased from 19.9% in fiscal 2023 to 19.3% in
fiscal 2024. The decrease in gross profit margin is primarily the result of a partial normalization of equipment gross profit
margin as the supply of many product categories has caught up with demand.
Our Company-wide absorption rate declined to 79.2% for fiscal 2024 as compared to 82.7% during fiscal 2023. The
lower absorption rate in fiscal 2024 compared to fiscal 2023, was primarily impacted by a significant rise in floorplan interest
expense in fiscal 2024, the fiscal 2023 absorption rate was also favorably impacted by a gain of $1.4 million recognized on the
divestiture of our consumer products store in North Dakota in the first quarter of fiscal 2023.
35
Operating
Expenses
Year Ended January 31,
Increase/
Percent
2024
2023
(Decrease)
Change
(dollars in thousands)
Operating Expenses
$
362,509
$
301,516
$
60,993
20.2 %
Operating Expenses as a Percentage of Revenue
13.1 %
13.6 %
(0.5) %
(3.7) %
Operating expenses for fiscal 2024 increased $61.0 million, as compared to fiscal 2023. The increase in operating
expenses was primarily due to acquisitions that have occurred in the last eighteen months as well as variable expenses
associated with increased sales. In fiscal 2024, operating expenses as a percentage of revenue decreased to 13.1% from 13.6%
in fiscal 2023. The decrease in operating expenses as a percentage of total revenue was due to the increase in total revenue in
fiscal 2024 compared to fiscal 2023, which positively affected our ability to leverage our fixed operating costs.
Other Income (Expense)
Year Ended January 31,
Increase/
Percent
2024
2023
(Decrease)
Change
(dollars in thousands)
Interest and other income (expense)
$
3,300 $
3,862 $
(562)
(14.6) %
Floorplan interest expense
(13,802)
(1,875)
11,927
636.1 %
Other interest expense
(7,303)
(5,069)
2,234
44.1 %
The decrease in interest and other income (expense) compared to fiscal 2023 was primarily the result of changes in
foreign currency fluctuations. The increase in floorplan interest expense for fiscal 2024, as compared to fiscal 2023, was
primarily due to increased interest-bearing borrowings, resulting from higher inventory levels, as well as a higher interest rate
environment. The increase in other interest expense in fiscal 2024 is the result of an increased amount of long term debt
resulting from real estate purchased via acquisition or the buyout of previously leased facilities in fiscal 2023 and 2024.
Provision for Income Taxes
Year Ended January 31,
Percent
2024
2023
Increase
Change
(dollars in thousands)
Provision for Income Taxes
$
38,599 $
33,373 $
5,226
15.7 %
Our effective tax rate increased from 24.7% in fiscal 2023 to 25.6% in fiscal 2024. The effective tax rate for each of the
years ended January 31, 2024 and 2023, is subject to variation primarily due to the impact of items related to the vesting of
share-based compensation, limitation on the tax deductibility of officers' compensation and the mix of domestic and foreign
income.
36
Segment Results
Year Ended January 31,
Increase/
Percent
2024
2023
(Decrease)
Change
(dollars in thousands)
Revenue
Agriculture
$
2,044,263 $
1,601,720 $
442,543
27.6 %
Construction
332,463
308,457
24,006
7.8 %
Europe
311,910
299,129
12,781
4.3 %
Australia
69,809
—
69,809
*N/M
Total
$
2,758,445 $
2,209,306 $
549,139
24.9 %
Income Before Income Taxes
Agriculture
$
121,072 $
102,733 $
18,339
17.9 %
Construction
18,346
18,569
(223)
(1.2) %
Europe
16,487
20,197
(3,710)
(18.4) %
Australia
4,115
—
4,115
*N/M
Segment income before income taxes
160,020
141,499
18,521
13.1 %
Shared Resources
(8,980)
(6,258)
(2,722)
43.5 %
Total
$
151,040 $
135,241 $
15,799
11.7 %
*N/M = Not Meaningful
Agriculture
Agriculture segment revenue for fiscal 2024 increased 27.6%, or $442.5 million, compared to the same period last year.
The higher revenue was driven primarily by the acquisitions of the Heartland Companies and Pioneer in August 2022 and
February 2023, respectively, as well as an increase in same-store sales of 12.1%. The same-store sales increase was primarily
driven by equipment sales, which benefited from improved availability of inventory and the sustained high demand for new and
used equipment. In addition, same-store sales for parts and service also grew in fiscal 2024 compared to fiscal 2023.
Agriculture segment income before income taxes for fiscal 2024 improved by $18.3 million, or 17.9%, compared to fiscal
2023. The improvement in segment results was primarily the result of higher revenue partially offset by higher operating
expenses due to variable expenses associated with increased sales.
Construction
Construction segment revenue for fiscal 2024 increased 7.8%, or $24.0 million, compared to fiscal 2023. When
accounting for the divestitures of the North Dakota consumer products store in March 2022, same-store sales increased 8.3%.
Construction activity in our footprint sustained at healthy levels, which was the primary factor in the same-store sales growth.
The Construction segment income before income taxes was $18.3 million for fiscal 2024 compared to income of $18.6
million for the prior year. The decline in segment results was primarily due to the $1.4 million gain on our consumer products
store in the first quarter of fiscal 2023 which was mostly offset by an increase in same-store sales, in fiscal 2024. The dollar
utilization of our rental fleet decreased from 30.2% in fiscal 2023 to 29.3% in fiscal 2024.
Europe
Europe segment revenue for fiscal 2024 increased 4.3%, or $12.8 million, compared to fiscal 2023. Revenue, net of the
effect of foreign currency fluctuations, was up 2.1% or $6.2 million compared to fiscal 2023. The increase in revenue was
primarily related to pricing increases in fiscal 2024 compared to fiscal 2023.
Our Europe segment income before income taxes was $16.5 million for fiscal 2024, compared to $20.2 million for fiscal
2023. The decrease in segment pre-tax income was primarily the result of increased operating expenses.
Australia
We entered into the Australian market in October 2023 with the O'Connor acquisition. Australia segment revenue for
fiscal 2024 was $69.8 million. Our Australia segment income before income taxes was $4.1 million for fiscal 2024.
37
Shared Resources/Eliminations
We incur centralized expenses/income at our general corporate level, which we refer to as “Shared Resources,” and then
allocate most of these net expenses to our segments. Since these allocations are set early in the year, and a portion is planned to
be unallocated, unallocated balances may occur and cause a difference in reported shared resource expense. Shared Resource
loss before income taxes was $9.0 million for fiscal 2024 compared to $6.3 million for fiscal 2023.
Liquidity and Capital Resources
Sources of Liquidity
Our primary sources of liquidity are cash reserves, cash generated from operations, 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 and lease
obligations and other commitments and contingencies, and meet any seasonal operating requirements for the foreseeable future,
provided, however, that our borrowing capacity under our credit agreements is dependent on compliance with various financial
covenants as further described in Note 8, Floorplan Payable/Lines of Credit, of the Notes to our Consolidated Financial
Statements included in this Form 10-K. We have worked in the past, and will continue to work in the future if necessary, with
our lenders to implement satisfactory modifications to these financial covenants when appropriate for the business conditions
confronted by us.
Equipment Inventory and Floorplan Payable Credit Facilities
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, net of unamortized debt issuance
costs incurred for floorplan credit facilities. Certain manufacturers from which we purchase new equipment inventory offer
financing on these purchases, either offered directly from the manufacturers or through the manufacturers’ captive finance
affiliate. CNH Industrial's captive finance subsidiary, CNH Industrial Capital, also provides financing of used equipment
inventory. We also have floorplan payable balances with non-manufacturer lenders for new and used equipment inventory.
Borrowings and repayments on manufacturer floorplan facilities are reported as operating cash flows, while borrowings and
repayments on non-manufacturer floorplan facilities are reported as financing cash flows in our consolidated statements of cash
flows.
As of January 31, 2024, we had floorplan payable lines of credit for equipment purchases totaling $1.4 billion, which
includes a $875.0 million credit facility with CNH Industrial Capital, a $275.0 million floorplan payable line under the Bank
Syndicate Agreement, a $80.0 million credit facility with DLL Finance, and additional credit facilities related to our foreign
subsidiaries. Available borrowing capacity under these lines of credit are reduced by amounts outstanding under such facilities,
borrowing base calculations and amount of standby letters of credit outstanding with respect to the Bank Syndicate Agreement,
and certain acquisition-related financing arrangements with respect to the CNH Industrial Capital credit facility. As of
January 31, 2024, the Company was in compliance with the financial covenants under its credit agreements. Additional details
on each of these credit facilities are disclosed in Note 8 to our consolidated financial statements included in this Form 10-K.
As of January 31, 2024, the Company was not subject to the fixed charge ratio covenant under the Bank Syndicate
Agreement as our adjusted excess availability plus eligible cash collateral (as defined in the Bank Syndicate Agreement) was
not less than 15% of the total amount of the credit facility. Please refer to Note 8, Floorplan Payable/Lines of Credit, of the
Notes to our Consolidated Financial Statement included in Item 8, Financial Statements and Supplementary Data, of this Form
10-K for further information regarding the Company's line of credit.
Our equipment inventory turnover decreased to 2.2 times for fiscal 2024 compared to 3.3 times for fiscal 2023. Our
equipment inventory balance increased 104.4% from January 31, 2023 to January 31, 2024. The decrease in equipment turnover
was primarily due to the increase in average equipment inventory in fiscal 2024 as compared to fiscal 2023 as we were coming
off very low inventory levels in fiscal 2023, due to allocation restrictions implemented by our suppliers. Our equity in
equipment inventory, which reflects the portion of our equipment inventory balance that is not financed by floorplan payables,
decreased to 18.2% as of January 31, 2024, from 51.7% as of January 31, 2023. The decrease in our equity in equipment
inventory is primarily due to the stocking of new equipment inventories as availability has improved, as well as drawing on our
floorplan loan with the Bank Syndicate in conjunction with the O'Connors acquisition.
38
Long-Term Debt Facilities
As of January 31, 2024, we had a $75.0 million working capital line of credit under the Bank Syndicate Agreement (the
"Revolver Loan"). The Revolver Loan is used to finance our working capital requirements and fund certain capital
expenditures, as needed. As of January 31, 2024, the Company did not have a need to utilize any of the Revolver Loan, as such
the outstanding balance was zero. The Company works with various lenders to finance the purchase of real estate we currently
lease or are acquiring through an acquisition. The Company may also decide in the future to finance a portion of our rental fleet
as well as our capital expenditures using long-term debt from various lenders.
Adequacy of Capital Resources
Our primary uses of cash have been to fund our operating activities, including the purchase of inventory and providing for
other working capital needs; meeting our debt service requirements; making payments due under our various leasing
arrangements; and funding capital expenditures, including the purchase of rental fleet assets. The primary factor affecting our
ability to generate cash and to meet cash requirements, is our operating performance as impacted by (i) industry factors,
(ii) competition, (iii) general economic conditions, (iv) the timing and extent of acquisitions, and (v) business and other factors
including those identified in Item 1A, Risk Factors, and discussed in this Form 10-K.
Our ability to service our debt will depend upon our ability to generate necessary cash. This will in turn depend on our
operating performance, general economic conditions, and financial, competitive, business and other factors, some of which are
beyond our immediate control, and future acquisition activity. Based on our current operational performance, we believe our
cash flow from operations, available cash, and available borrowings under our existing credit facilities will be adequate to meet
our liquidity needs beyond the next 12 months.
In fiscal 2024, we used $10.8 million in cash for rental fleet purchases and $51.5 million in cash for property and
equipment purchases and financed $17.9 million in property and equipment purchases with long-term debt and finance leases.
The property and equipment purchases in fiscal 2024 primarily related to improvements to, or purchases of, real estate assets
and the purchase of vehicles. In fiscal 2023, we used $10.0 million in cash for rental fleet purchases, $27.2 million in cash for
property and equipment purchases, and financed $6.4 million in property and equipment purchases with long-term debt. The
property and equipment purchases in fiscal 2023 primarily related to the purchase of vehicles, trucks and real estate. We expect
our cash expenditures for property and equipment, exclusive of rental fleet purchases, for fiscal 2025 to be approximately $50.0
million and expect cash expenditures for our rental fleet for fiscal 2025 to be approximately $10.0 million. The actual amount
of our fiscal 2025 capital expenditures will depend upon factors such as general economic conditions, growth prospects for our
industry and our decisions regarding financing and leasing options. We currently expect to finance property and equipment
purchases with borrowings under our existing credit facilities, financing with long-term debt, with available cash or with cash
flow from operations. We may need to incur additional debt if we pursue any future acquisitions.
There can be no assurances, however, that our business will generate sufficient cash flow from operations or that future
borrowings will be available under the credit facilities with the Bank Syndicate, CNH Industrial Capital and DLL Finance in
amounts sufficient to allow us to service our indebtedness and to meet our other commitments. If we are unable to generate
sufficient cash flow from operations or to obtain sufficient future borrowings, we may be required to seek one or more
alternatives such as refinancing or restructuring our indebtedness, selling material assets or operations or seeking to raise
additional debt or equity capital. There can be no assurances that we will be able to succeed with one of these alternatives on
commercially reasonable terms, if at all. In addition, if we pursue strategic acquisitions, we may require additional equity or
debt financing to consummate the transactions, and we cannot give absolute assurance that we will succeed in obtaining this
financing on favorable terms or at all. If we incur additional indebtedness to finance any of these transactions, this may place
increased demands on our cash flow from operations to service the resulting increased debt. Our existing debt agreements
contain restrictive covenants that may restrict our ability to adopt any of these alternatives. Any non-compliance by us under the
terms of our debt agreements could result in an event of default which, if not cured, could result in the acceleration of our debt.
We have met all financial covenants under these credit agreements as of January 31, 2024. If anticipated operating results create
the likelihood of a future covenant violation, we would seek to work with our lenders on an appropriate modification or
amendment to our financing arrangements.
We enter into contractual obligations in the ordinary course of business that may require future cash payments. Such
obligations include, but are not limited to, debt arrangements, leasing arrangements, and costs related to Information
Technology ("IT"), including ERP expenses. The Notes to the Consolidated Financial Statements provide additional
information in regard to Long Term Debt (Note 10) and Leases (Note 13). Other purchase obligations consist primarily of IT
related expenses with estimated cash payments of $4.1 million for fiscal 2025, as well as a combined $0.7 million for fiscal
2026, 2027, and 2028.
39
Cash Flow
Cash Flow (Used For) Provided By Operating Activities
Net cash used for operating activities in fiscal 2024 was $32.3 million compared to net cash provided by operating
activities of $10.8 million in fiscal 2023. This decrease in operating cash flow was driven by an increase in inventories and
partially offset by an increase in floorplan lines of credit from manufacturers, timing and collections of accounts receivable and
higher net income for fiscal year 2024.
Cash Flow Used For Investing Activities
Net cash used for investing activities is primarily comprised of cash used for property and equipment purchases,
including rental fleet purchases, and for business acquisitions.
Net cash used for investing activities was $163.4 million in fiscal 2024, compared to $134.1 million in fiscal 2023. The
primarily driver was due to an increase of $25.2 million in cash used for purchases of property and equipment and increase of
$7.1 million in acquisition activity compared to prior year.
Cash Flow Provided By Financing Activities
Net cash provided by financing activities was $188.6 million in fiscal 2024, compared to $22.0 million in fiscal 2023. the
increase in net cash provided by financing activities was the result of increased non-manufacturer floorplan payables in fiscal
2024, as the Company drew on its Bank Syndicate Agreement floorplan loan in fiscal 2024, to finance higher inventory levels.
Critical Accounting Policies and Use of Estimates
In the preparation of financial statements prepared in conformity with U.S. generally accepted accounting principles, we
are required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and the
related disclosures. While we believe the estimates and judgments we use in preparing our financial statements are appropriate,
they are subject to future events and uncertainties regarding their outcome and therefore actual results may materially differ
from these estimates. We describe in Note 1, Business Activity and Significant Accounting Polices, of the Notes to our
Consolidated Financial Statements the significant accounting policies used in preparing the consolidated financial statements.
We consider the following items in our consolidated financial statements to require significant estimation or judgment.
Revenue Recognition
Equipment revenue transactions include the sale of agricultural and construction equipment and often include both cash
and noncash consideration received from our customers, with noncash consideration in the form of used, trade-in, equipment
assets. The amount of revenue recognized in the sale transaction is dependent on the value assigned to the trade-in asset.
Significant judgment is required to estimate the value of trade-in assets. We assign value based on the estimated selling price
for that piece of equipment in the applicable market, less a gross profit amount to be realized at the time the trade-in asset is
sold and an estimate of any reconditioning work required to ready the asset for sale. We estimate future selling prices of trade-
in assets using various external industry data and relevant internal information, and consider the impact of various factors
including model year, hours of use, overall condition, and other equipment specifications. Our estimates of the value of trade-in
assets are impacted by changing market values of used equipment and the availability of relevant and reliable third-party data.
In instances in which relevant third-party information is not available, the value assigned to trade-in equipment is dependent on
internal judgments.
Inventories
New and used equipment inventories are stated at the lower of cost or net realizable value, determined for each piece of
equipment (specific identification). Net realizable value is the estimated selling price in the ordinary course of business, less
reasonably predictable costs of completion, disposal, and transportation. The majority of our used equipment inventory is
acquired through trade-ins from our customers and is initially measured and recognized based on the estimated future selling
price of the equipment, less a gross profit amount to be realized when the trade-in asset is sold and an estimate of any
reconditioning work required to ready the asset for sale. Subsequent to the initial recognition, all new and used equipment
inventories are subject to lower of cost or net realizable value assessments. We estimate net realizable value using internal
information, management judgment and third-party data that considers various factors including age and condition of
equipment, hours of use and market conditions. Generally, used equipment prices are more volatile to changes in market
conditions than prices for new equipment due to incentive programs that may be offered by manufacturers to assist in the sale
of new equipment. We review our equipment inventory values and adjust them whenever the carrying amount exceeds the
estimated net realizable value.
40
Parts inventories are valued at the lower of average cost or net realizable value. We estimate net realizable value of our
parts inventories based on various factors including aging and sales history of each type of parts inventory.
Impairment of Long-Lived Assets
Our long-lived assets consist primarily of property and equipment and operating lease assets. We review these assets for
potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable. Recoverability
is measured by comparing the estimated future undiscounted cash flows of such assets to their carrying values. If the estimated
undiscounted cash flows exceed the carrying value, the carrying value is considered recoverable and no impairment recognition
is required. However, if the sum of the undiscounted cash flows is less than the carrying value of the asset, the second step of
the impairment analysis must be performed to measure the amount of the impairment, if any. The second step of the impairment
analysis compares the estimated fair value of the long-lived asset to its carrying value and any amount by which the carrying
value exceeds the fair value is recognized as an impairment charge.
When reviewing long-lived assets for impairment, we group long-lived assets with other assets and liabilities at the
lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Long-
lived assets deployed and used by individual store locations are reviewed for impairment at the individual store level. Other
long-lived assets shared across stores within a segment or shared across segments are reviewed for impairment on a segment or
consolidated level as appropriate.
During our 2024 fiscal year, we determined that events or circumstances were present that may indicate that the carrying
amount of certain of our store long-lived assets might not be recoverable. The events or circumstances which indicated that
certain of our store long-lived assets might not be recoverable included a current period operating loss combined with historical
losses and anticipated future operating losses within certain of our stores, or an expectation that a long-lived asset (or asset
group) will be disposed of before the end of its previously estimated useful life. In light of these circumstances, we performed
step one of the impairment analysis for these assets, which have a combined carrying value of $11.0 million, to determine if the
asset values are recoverable. In all cases, our analyses indicated that the carrying values are recoverable based on our estimates
of future undiscounted cash flows under step one of the impairment analysis.
Our impairment analyses require significant judgment, including identification of the grouping of long-lived and other
assets and liabilities for impairment testing, estimates of future cash flows arising from these groups of assets and liabilities, and
estimates of the remaining useful lives of the long-lived assets being evaluated. Our estimates inherently include a degree of
uncertainty and are impacted by macroeconomic and industry conditions, the competitive environment and other factors.
Adverse changes in any of these factors in future periods could result in impairment charges in future periods which could
materially impact our results of operations and financial position.
Goodwill
Goodwill represents the excess of cost over the fair value of net assets of businesses acquired and is allocated to our
reporting units at the time of the acquisition. We analyze goodwill on an annual basis and when an event occurs or
circumstances change that may reduce the fair value of a reporting unit below its carrying amount. We have the option of first
analyzing qualitative factors to determine whether it is more likely than not that the fair value of any reporting unit is less than
its carrying amount. However, we may elect to perform a quantitative goodwill impairment test in lieu of the qualitative test. An
entity must recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair
value. Subsequent reversal of goodwill impairment charges is not permitted.
When we perform a qualitative goodwill test, we analyze qualitative factors to determine whether it is more likely than
not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to
perform the quantitative goodwill impairment test. If the qualitative test indicates there may be an impairment, we perform the
quantitative test, which measures the amount of the goodwill impairment, if any. To perform the quantitative test, we calculate
the fair value of each reporting unit, primarily utilizing the income approach. The income approach is based on discounted cash
flow models that use reporting unit estimates for forecasted future financial performance, including revenues, margins,
operating expenses, capital expenditures, depreciation, amortization, tax and discount rates. These estimates are developed as
part of our planning process based on assumed growth rates, along with historical data and various internal estimates. Projected
future cash flows are then discounted to a present value employing a discount rate that properly accounts for the estimated risk-
adjusted weighted-average cost of capital relevant to each reporting unit.
We perform our annual goodwill impairment analysis as of December 31 and when an event occurs or circumstances
change that may reduce the fair value of a reporting unit below its carrying amount.
In 2024, we elected to perform the qualitative test on all reporting units with the exception of our German reporting unit,
which management decided to perform a quantitative assessment. Our test indicated that there is no goodwill impairment in any
of our reporting units as of our annual assessment date.
41
We had goodwill of $64.1 million and $30.6 million at January 31, 2024 and 2023, respectively.
Income Taxes
In determining our provision for income taxes, we must make certain judgments and estimates, including an assessment
of the realizability of our deferred tax assets. In evaluating our ability to realize the benefit of our deferred tax assets we
consider all available positive and negative evidence, including our historical operating results and our expectation of future
taxable income, the availability to implement prudent tax-planning strategies, and the carryforward periods over which the
assets may be realized. These assumptions require significant judgment and estimation.
The initial recognition of, and any changes in, a deferred tax asset valuation allowance are recorded to the provision for
income taxes and impacts our effective tax rate. Our assessment of the need for, and magnitude of, valuation allowances for our
deferred tax assets may be impacted by changes in tax laws, our assumptions regarding the ability to generate future taxable
income and the availability of tax-planning strategies. Changes in any of these factors could lead to a change in the recognized
valuation allowance which may impact our future results of operations and financial position.
New Accounting Pronouncements
Refer to Note 1, Business Activity and Significant Accounting Polices, of the Notes to our Consolidated Financial
Statements for a description of new accounting pronouncements recently adopted or not yet adopted and the impact or
anticipated impact of such pronouncements to our consolidated financial statements.
Information Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We include
"forward-looking" information in this Form 10-K, including this Item 7, as well as in other materials filed or to be filed by us
with the SEC (as well as information included in oral statements or other written statements made or to be made by us).
This Form 10-K contains forward-looking statements that involve risks and uncertainties. In some cases, you can identify
forward-looking statements by the following words: "anticipate," "believe," "continue," "could," "estimate," "expect," "intend,"
"may," "ongoing," "plan," "potential," "predict," "project," "should," "will," "would," or the negative of these terms or other
comparable terminology, although not all forward-looking statements contain these words. These statements involve known and
unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance
or achievements to be materially different from the information expressed or implied by these forward-looking statements.
Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our
management's beliefs and assumptions, which in turn are based on currently available information. Our forward-looking
statements in this Form 10-K generally relate to the following:
•
our beliefs and intentions with respect to our growth strategies, including growth through strategic acquisitions, the
types of acquisition targets we intend to pursue, the availability of suitable acquisition targets, the industry climate for
dealer consolidation, and our ability to implement our growth strategies;
•
our beliefs with respect to factors that will affect demand and seasonality of purchasing in the agricultural and
construction industries;
•
our beliefs with respect to our primary supplier (CNH Industrial) of equipment and parts inventory;
•
our beliefs with respect to the equipment market, our competitors and our competitive advantages;
•
our beliefs with respect to the impact of U.S federal government policies on the agriculture economy;
•
our beliefs with respect to the impact of commodity prices for crops, fossil fuels and other commodities on our
operating results;
•
our beliefs with respect to the impact of government regulations;
•
our beliefs with respect to our business strengths and the diversity of our customer base;
•
our plans and beliefs with respect to real property used in our business;
•
our plans and beliefs regarding future sales, sales mix, and marketing activities;
•
our beliefs and assumptions regarding the payment of dividends;
•
our beliefs and assumptions regarding valuation reserves, equipment inventory balances, fixed operating expenses, and
absorption rate;
42
•
our beliefs and expectations regarding the impact of the Russia-Ukraine military conflict on our Ukrainian operations;
•
our beliefs and assumptions with respect to our rental equipment operations;
•
our beliefs with respect to our employee relations;
•
our assumptions, beliefs and expectations with respect to past and future market conditions, including interest rates,
and public infrastructure spending, new environmental standards, and the impact these conditions will have on our
operating results;
•
our beliefs with respect to the impact of our credit agreements, including future interest expense, limits on corporate
transactions, financial covenant compliance, and ability to negotiate amendments or waivers, if needed;
•
our beliefs with respect to the impact of increase or decrease in applicable foreign exchange rates;
•
our plans and assumptions for future capital expenditures and rental fleet purchases;
•
our cash needs, sources of liquidity, and the adequacy of our working capital.
While we believe that the forward-looking statements in this Form 10-K are reasonable, such statements are only
predictions and are not guarantees of performance. These statements are based on our management's beliefs and assumptions,
which in turn are based on currently available information. Important assumptions relating to the forward-looking statements
include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically, the
timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions
could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could
cause actual results that differ materially from those contained in any forward-looking statement. All written and oral forward-
looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary
statements as well as other cautionary statements that are made from time to time in our other filings with the SEC and public
communications. You should evaluate all forward-looking statements made in this Form 10-K in the context of these risks and
uncertainties. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the
following:
•
the impact of the Russian-Ukraine military conflict on our operations in Ukraine;
•
assumptions regarding our cash needs and the amount of inventory we need on hand;
•
general economic conditions and construction activity in the markets where we operate;
•
our dependence on CNH Industrial, our primary supplier of equipment and parts inventory, and our relationships with
other equipment suppliers;
•
the terms of the CNH Industrial dealer agreements that subject us to restrictions that may adversely impact our
business and growth;
•
the risks associated with our international operations;
•
risks resulting from the implementation or design of our new ERP system;
•
risks resulting from the impact of the enactment of "right to repair" legislation;
•
the impact of security breaches and other disruptions to our information system;
•
our level of indebtedness and ability to comply with the terms of agreements governing our indebtedness;
•
the risks associated with the expansion of our business;
•
the risks resulting from outbreaks or other public health crises;
•
risks related to our ability to attract, train, and develop key employees necessary for our success;
•
the potential inability to integrate any businesses we acquire;
•
competitive pressures;
•
significant fluctuations in the price of our common stock;
•
risks related to our dependence on our information technology systems and the impact of potential breaches and other
disruptions;
•
compliance with laws and regulations; and
•
other factors discussed under Item 1A, Risk Factors, or elsewhere in this Form 10-K.
43
You should read the risk factors and the other cautionary statements made in this Form 10-K as being applicable to all
related forward-looking statements wherever they appear in this Form 10-K. We cannot assure you that the forward-looking
statements in this Form 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate,
the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not
regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans
in any specified timeframe, if at all. Other than as required by law, we undertake no obligation to update these forward-looking
statements, even though our situation may change in the future.
44
ITEM 7A. 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 our interest-bearing balances and interest rates as of
January 31, 2024, 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 $3.9 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 $3.9 million. At January 31, 2024, we had total floorplan payables outstanding of $893.8 million, of which
$386.0 million was interest-bearing at variable interest rates and $507.7 million was non-interest bearing. In addition, at
January 31, 2024, we had total long-term debt outstanding and finance lease liabilities of $122.1 million, primarily all of which
is fixed rate debt.
Foreign Currency Exchange Rate Risk
Our foreign currency exposures arise as the result of our foreign operations. We are exposed to transactional foreign
currency exchange rate risk through our foreign entities holding assets and liabilities denominated in currencies other than their
functional currency. In addition, the Company is exposed to foreign currency transaction risk as a result of certain intercompany
financing transactions. The Company attempts to manage its transactional foreign currency exchange rate risk through the use
of derivative financial instruments, primarily foreign exchange forward contracts, or through natural hedging
instruments. Based upon balances and exchange rates as of January 31, 2024, holding other variables constant, we believe that a
hypothetical 10% increase or decrease in all applicable foreign exchange rates would not have a material impact on our results
of operations or cash flows. As of January 31, 2024, our Ukrainian subsidiary had $1.0 million of net monetary liabilities
denominated in Ukrainian hryvnia (UAH). We have attempted to minimize our net monetary asset position through reducing
overall asset levels in Ukraine and through borrowing in UAH which serves as a natural hedging instrument offsetting our net
UAH denominated assets. Many of the currency and payment controls the National Bank of Ukraine imposed in February 2022,
have been relaxed, making it more practicable to manage our UAH exposure. However, the continuation of the Russia/Ukraine
conflict could lead to more significant UAH devaluations, similar to the 24% devaluation that occurred in July 2022, or more
stringent payment controls in the future. The inability to fully manage our net monetary asset position and continued UAH
devaluations for an extended period of time, could have a significant adverse impact on our results of operations and cash
flows.
In addition to transactional foreign currency exchange rate risk, we are also exposed to translational foreign currency
exchange rate risk as we translate the results of operations and assets and liabilities of our foreign operations from their
functional currency to the U.S. dollar. As a result, our results of operations, cash flows and net investment in our foreign
operations may be adversely impacted by fluctuating foreign currency exchange rates. We believe that a hypothetical 10%
increase or decrease in all applicable foreign exchange rates, holding all other variables constant, would not have a material
impact on our results of operations or cash flows.
45
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Balance Sheets of the Company as of January 31, 2024 and 2023, and the related Consolidated
Statements of Operations, Comprehensive Income, Stockholders' Equity, and Cash Flows for the years ended January 31, 2024,
2023 and 2022, and the notes thereto, have been audited by Deloitte & Touche LLP, an independent registered public
accounting firm.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Titan Machinery Inc.—Financial Statements
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
47
Report of Independent Registered Public Accounting Firm
49
Consolidated Balance Sheets as of January 31, 2024 and 2023
50
Consolidated Statements of Operations for the fiscal years ended January 31, 2024, 2023 and 2022
51
Consolidated Statements of Comprehensive Income for the fiscal years ended January 31, 2024, 2023 and 2022
52
Consolidated Statements of Stockholders' Equity for the fiscal years ended January 31, 2024, 2023 and 2022
53
Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2024, 2023 and 2022
54
Notes to Consolidated Financial Statements
54
46
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and Board of Directors of Titan Machinery Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Titan Machinery Inc. and subsidiaries (the "Company") as of
January 31, 2024, and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity,
and cash flows, for each of the three years in the period ended January 31, 2024, and the related notes and the schedule listed in
the Index at Part IV, Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of January 31, 2024, and 2023, and the results of
its operations and its cash flows for each of the three years in the period ended January 31, 2024, in conformity with accounting
principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of January 31, 2024, based on criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated April 3, 2024, expressed an unqualified opinion on the Company's internal control over
financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Inventories – Valuation of Used Equipment Inventories — Refer to Notes 1 and 5 to the financial statements
Critical Audit Matter Description
The majority of the Company’s used equipment inventories are acquired through trade-ins from customers. Used equipment
acquired through a trade-in or during business combinations is recorded at fair value less a normal gross profit margin. The
Company determines fair value for the traded-in equipment through internal and third-party data that considers various factors
including the age and condition of the equipment, hours of use, and market conditions. The Company’s used equipment
inventories are stated at the lower of cost (specific identification) or net realizable value. Net realizable value is the estimated
selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
The Company periodically subjects used equipment inventories to lower of cost or net realizable value assessments and adjusts
carrying values when such values exceed estimated net realizable value. The Company estimates net realizable value using
internal and third-party data that considers various factors including the age and condition of the equipment, hours of use, and
market conditions.
Given the significant judgments made by management to determine the initial fair value and subsequent net realizable value of
used equipment inventories, performing audit procedures to evaluate these judgments to determine the valuation of used
equipment inventories required a high degree of auditor judgment and an increased extent of effort.
47
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s judgments regarding the valuation of used equipment inventories included the
following, among others:
•
We tested the effectiveness of controls over the valuation of used equipment inventories, including the reasonableness
of various factors including the age and condition of the equipment, hours of use, and market conditions, used to
determine the net realizable value of the equipment.
•
We tested the effectiveness of controls over the internal and external data used to determine the valuation of used
equipment inventories.
•
We evaluated the reasonableness of management’s judgments utilized to determine the fair value or net realizable
value of the used equipment inventories by:
•
Evaluating the reasonableness and consistency of the methodology and assumptions used by management to
determine fair value or net realizable value, as applicable.
•
Testing the underlying determination of the fair value or net realizable value by obtaining documentation
containing the age of the equipment and hours of use and comparing it to comparable internal and external
data.
•
Performing a retrospective lookback analysis of management’s process by comparing the actual selling prices
of used equipment inventories units sold in the current year to the selling prices estimated by management for
those units in the prior year, as applicable.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
April 3, 2024
We have served as the Company's auditor since 2013.
48
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Titan Machinery Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Titan Machinery Inc. and subsidiaries (the “Company”) as of
January 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of January 31, 2024, based on criteria established in Internal
Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended January 31, 2024, of the Company and our report
dated April 3, 2024, expressed an unqualified opinion on those financial statements.
As detailed in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment
the internal control over financial reporting at J.J. O’Connor & Sons Pty. Ltd. (“O’Connors”), which was acquired on October
2, 2023, and whose financial statements constitute 11.3% of total assets and 2.3% of total revenue of the consolidated financial
statement amounts as of and for the year ended January 31, 2024. Accordingly, our audit did not include the internal control
over financial reporting for O’Connors.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
April 3, 2024
49
TITAN MACHINERY INC.
CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 31, 2024 AND 2023
(in thousands, except per share data)
January 31, 2024
January 31, 2023
Assets
Current Assets
Cash
$
38,066
$
43,913
Receivables, net of allowance for expected credit losses
153,657
95,844
Inventories
1,303,030
703,939
Prepaid expenses and other
24,262
25,554
Total current assets
1,519,015
869,250
Noncurrent Assets
Property and equipment, net of accumulated depreciation
298,774
217,782
Operating lease assets
54,699
50,206
Deferred income taxes
529
1,246
Goodwill
64,105
30,622
Intangible assets, net of accumulated amortization
53,356
18,411
Other
1,783
1,178
Total noncurrent assets
473,246
319,445
Total Assets
$
1,992,261
$
1,188,695
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable
$
43,846
$
40,834
Floorplan payable
893,846
258,372
Current maturities of long-term debt
13,706
7,241
Current maturities of operating leases
10,751
9,855
Deferred revenue
115,852
119,845
Accrued expenses and other
74,400
62,004
Total current liabilities
1,152,401
498,151
Long-Term Liabilities
Long-term debt, less current maturities
106,407
89,950
Operating lease liabilities
50,964
48,513
Deferred income taxes
22,607
9,563
Other long-term liabilities
2,240
6,212
Total long-term liabilities
182,218
154,238
Commitments and Contingencies (Note 12)
Stockholders' Equity
Common stock, par value $0.00001 per share, 45,000,000 shares authorized; 22,848,138 shares issued
and outstanding at January 31, 2024; 22,697,761 shares issued and outstanding at January 31, 2023
—
—
Additional paid-in-capital
258,657
256,541
Retained earnings
397,225
284,784
Accumulated other comprehensive income (loss)
1,760
(5,019)
Total stockholders' equity
657,642
536,306
Total Liabilities and Stockholders' Equity
$
1,992,261
$
1,188,695
See Notes to Consolidated Financial Statements
50
TITAN MACHINERY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JANUARY 31, 2024, 2023 AND 2022
(in thousands, except per share data)
2024
2023
2022
Revenue
Equipment
$
2,145,316 $
1,711,559 $
1,291,684
Parts
410,841
327,196
266,916
Service
157,315
129,803
115,641
Rental and other
44,973
40,748
37,665
Total Revenue
2,758,445
2,209,306
1,711,906
Cost of Revenue
Equipment
1,864,558
1,477,539
1,130,205
Parts
279,921
220,418
186,324
Service
53,981
46,208
38,771
Rental and other
28,631
25,302
23,882
Total Cost of Revenue
2,227,091
1,769,467
1,379,182
Gross Profit
531,354
439,839
332,724
Operating Expenses
362,509
301,516
241,044
Impairment of Intangible and Long-Lived Assets
—
—
1,498
Income from Operations
168,845
138,323
90,182
Other Income (Expense)
Interest and other income
3,300
3,862
2,431
Floorplan interest expense
(13,802)
(1,875)
(1,175)
Other interest expense
(7,303)
(5,069)
(4,537)
Income Before Income Taxes
151,040
135,241
86,901
Provision for Income Taxes
38,599
33,373
20,854
Net Income
$
112,441 $
101,868 $
66,047
Earnings per Share:
Basic
$
4.93 $
4.50 $
2.93
Diluted
$
4.93 $
4.49 $
2.92
Weighted Average Common Shares:
Basic
22,493
22,373
22,238
Diluted
22,499
22,380
22,248
See Notes to Consolidated Financial Statements
51
TITAN MACHINERY INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED JANUARY 31, 2024, 2023 AND 2022
(in thousands)
2024
2023
2022
Net Income
$
112,441 $
101,868 $
66,047
Other Comprehensive Income (Loss)
Foreign currency translation adjustments
6,779
(2,847)
(3,671)
Comprehensive Income
$
119,220 $
99,021 $
62,376
See Notes to Consolidated Financial Statements
52
TITAN MACHINERY INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JANUARY 31, 2024, 2023 AND 2022
(in thousands)
Common Stock
Additional Paid-
In Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
Shares
Outstanding
Amount
BALANCE, JANUARY 31, 2021
22,335
$
—
$
250,607
$
97,717
$
(3,220) $
345,104
Common stock issued on grant of restricted
stock, net of restricted stock forfeitures and
restricted stock withheld for employee
withholding tax
35
—
(1,012)
—
—
(1,012)
Stock-based compensation expense
—
—
2,554
—
—
2,554
Cumulative-effect adjustment of adopting
ASC 326, Financial Instruments - Credit
Losses
—
—
—
—
—
(204)
Net income
—
—
—
66,047
—
66,047
Other comprehensive loss
—
—
—
—
(3,671)
(3,671)
BALANCE, JANUARY 31, 2022
22,588
—
254,455
182,916
(2,172)
435,199
Common stock issued on grant of restricted
stock, net of restricted stock forfeitures and
restricted stock withheld for employee
withholding tax
110
—
(1,144)
—
—
(1,144)
Stock-based compensation expense
—
—
3,230
—
—
3,230
Net income
—
—
—
101,868
—
101,868
Other comprehensive loss
—
—
—
—
(2,847)
(2,847)
BALANCE, JANUARY 31, 2023
22,698
—
256,541
284,784
(5,019)
536,306
Common stock issued on grant of restricted
stock, net of restricted stock forfeitures and
restricted stock withheld for employee
withholding tax
150
—
(1,004)
—
—
(1,004)
Stock-based compensation expense
—
—
3,120
—
—
3,120
Net income
—
—
—
112,441
—
112,441
Other comprehensive income
—
—
—
—
6,779
6,779
BALANCE, JANUARY 31, 2024
22,848
$
—
$
258,657
$
397,225
$
1,760
$
657,642
See Notes to Consolidated Financial Statements
53
TITAN MACHINERY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JANUARY 31, 2024, 2023 AND 2022
(in thousands)
2024
2023
2022
Operating Activities
Net income
$
112,441
$
101,868
$
66,047
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
31,479
25,197
22,139
Impairment of goodwill, intangible assets and long lived assets
—
—
1,498
Deferred income taxes
2,910
7,639
4,315
Stock-based compensation expense
3,120
3,230
2,554
Noncash interest expense
292
245
218
Gain on sale of property and equipment
(1,349)
(502)
(4,525)
Other, net
7,968
9,383
10,593
Changes in assets and liabilities, net of effects of acquisitions
Receivables
(48,091)
5,267
(12,399)
Prepaid expenses and other assets
615
4,619
(24,638)
Inventories
(476,389)
(180,929)
5,799
Manufacturer floorplan payable
368,111
69,633
14,233
Deferred revenue
(15,542)
(20,901)
74,244
Accounts payable, accrued expenses and other and other long-term liabilities
(17,845)
(13,933)
(1,162)
Net Cash (Used for) Provided by Operating Activities
(32,280)
10,816
158,916
Investing Activities
Rental fleet purchases
(10,812)
(9,994)
(14,594)
Property and equipment purchases (excluding rental fleet)
(51,549)
(27,217)
(23,033)
Proceeds from sale of property and equipment
7,134
3,756
16,046
Acquisition consideration, net of cash acquired
(107,548)
(100,471)
(33,643)
Other, net
(597)
(139)
26
Net Cash Used for Investing Activities
(163,372)
(134,065)
(55,198)
Financing Activities
Net change in non-manufacturer floorplan payable
183,148
22,334
(35,443)
Proceeds from long-term debt borrowings
19,599
8,415
10,348
Principal payments on long-term debt and finance leases
(13,045)
(7,637)
(9,212)
Other, net
(1,125)
(1,153)
(1,028)
Net Cash Provided by (Used for) Financing Activities
188,577
21,959
(35,335)
Effect of Exchange Rate Changes on Cash
1,228
(946)
(1,224)
Net Change in Cash
(5,847)
(102,236)
67,159
Cash at Beginning of Period
43,913
146,149
78,990
Cash at End of Period
$
38,066
$
43,913
$
146,149
Supplemental Disclosures of Cash Flow Information
Cash paid during the period
Income taxes, net of refunds
$
39,844
$
26,575
$
22,946
Interest
$
19,377
$
6,519
$
5,399
Supplemental Disclosures of Noncash Investing and Financing Activities
Net property and equipment financed with long-term debt, capital leases, accounts payable and accrued
liabilities
$
17,911
$
6,404
$
14,626
Long-term debt to acquire finance leases
$
2,471
$
7,119
$
11,000
Net transfer of assets from (to) property and equipment to (from) inventories
$
(497) $
(3,767) $
4,368
See Notes to Consolidated Financial Statements
54
NOTE 1 - BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Titan Machinery Inc. and its subsidiaries (collectively, the "Company") are engaged in the retail sale, service and rental of
agricultural and construction machinery through its stores in the United States, Europe, and Australia. The Company's North
American stores are located in Colorado, Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, South
Dakota, Washington, Wisconsin and Wyoming, its European stores are located in Bulgaria, Germany, Romania, and Ukraine,
and its Australian stores are located in New South Wales, South Australia, and Victoria.
Seasonality
The agricultural and construction equipment businesses are highly seasonal, which causes the Company's quarterly results
and cash flows to fluctuate during the year. The Company's customers generally purchase and rent equipment in preparation for,
or in conjunction with, their busy seasons, which for farmers are the planting and harvesting seasons, and for construction
customers is dependent on weather seasons in their respective regions, which is typically the second and third quarters of the
Company's fiscal year for much of its Construction footprint. The Company's parts and service revenues are also typically
highest during its customers' busy seasons, due to the increased use of their equipment during this time, which generates the
need for more parts and service work. However, weather conditions impact the timing of our customers' busy times, which may
cause the Company's quarterly financial results to differ between fiscal years. In addition, the fourth quarter typically is a
significant period for equipment sales in the United States because of our customers’ year-end tax planning considerations, the
timing of dealer incentives and the increase in availability of funds from completed harvests and construction projects.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All
significant accounts, transactions and profits between the consolidated companies have been eliminated in consolidation.
The Company's foreign subsidiaries have fiscal years ending on December 31 of each year, consistent with statutory
reporting requirements in each of the respective countries. The accounts of the Company's foreign subsidiaries are consolidated
as of December 31 of each year. No events or transactions occurred related to these subsidiaries in January 2024 that would
have materially affected the consolidated financial position, results of operations or cash flows.
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 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, impairment of long-lived assets, goodwill, indefinite-lived intangible assets, collectability of
receivables, and income taxes.
Concentrations of Credit Risk
The Company's sales are to agricultural and construction equipment customers principally in the U.S. states in which it
has stores as well as in the European countries and Australian states in which its stores are located. The Company extends credit
to its customers in the ordinary course of business and monitors its customers' financial condition to minimize its risks
associated with trade receivables; however, the Company does not generally require collateral on trade receivables.
The Company's cash balances are maintained in bank deposit accounts, which, at times, are in excess of federally insured
limits.
Concentrations in Operations
The Company currently purchases new equipment, rental equipment and the related parts from a limited number of
manufacturers. Although no change in suppliers is anticipated, the occurrence of such a change could cause a possible loss of
sales and adversely affect operating results. The Company is the holder of authorized dealerships granted by CNH Industrial
America, LLC and CNHI International SA (collectively referred to "CNH Industrial") whereby it has the right to act as an
authorized dealer for the entity's equipment at specified locations. The dealership authorizations and floorplan payable facilities
can be canceled by the respective entity if the Company does not observe certain established guidelines and covenants.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
55
In addition, the Company believes that the following factors related to concentrations in suppliers, and in particular CNH
Industrial, have a significant impact on its operating results:
• CNH Industrial's product offerings, reputation and market share;
• CNH Industrial's product prices and incentive and discount programs;
• Supply of inventory from CNH Industrial and ability to match demand levels and delivery timelines;
•
CNH Industrial provides floorplan payable financing for the purchase of a substantial portion of the Company's
inventory; and
•
CNH Industrial provides a significant percentage of the financing and lease financing used by the Company's
customers to purchase CNH Industrial equipment from the Company.
Revenue Recognition
Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that
reflects the consideration the Company expects to collect in exchange for those goods or services. Shipping and handling costs
are recorded as cost of revenue. Sales, value added and other taxes collected from the Company's customers concurrent with the
Company's revenue activities are excluded from revenue.
Equipment Revenue. Equipment revenue transactions include the sale of new and used agricultural and construction
equipment. The Company satisfies its performance obligations and recognizes revenue at a point in time, primarily upon the
delivery of the product. Once a product is delivered, the customer has physical possession of the asset, can direct the use of the
asset, and has the significant risks and rewards of ownership of the asset. Equipment transactions often include both cash and
non-cash consideration. Cash consideration is paid directly by the Company's customers or by third-party financial institutions
financing the Company's customer transactions. Non-cash consideration is in the form of trade-in equipment assets. The
Company assigns a value to trade-in assets by estimating a future selling price, which the Company estimates based on relevant
internal and third-party data, less a gross profit amount to be realized at the time the trade-in asset is sold and an estimate of any
reconditioning work required to ready the asset for sale. Both cash and non-cash consideration may be received prior to or after
the Company's performance obligation is satisfied. Any consideration received prior to the satisfaction of the Company's
performance obligation is recognized as deferred revenue. Receivables recognized for amounts not paid at the time our
performance obligation is satisfied, including amounts due from third-party financial institutions, generally do not have
established payment terms but are collected in relatively short time periods.
Parts Revenue. We sell a broad range of maintenance and replacement parts for both equipment that we sell and other
types of equipment. The Company satisfies its performance obligation and recognizes revenue at a point in time, upon delivery
of the product to the customer. Once a product is delivered, the Company has a present right to payment, the customer has
physical possession of the asset, can direct the use of the asset, and has the significant risks and rewards of ownership of the
asset. In many cases, customers tender payment at the time of delivery. Balances not paid at the time of delivery are typically
due in full within 30 days. Most parts are sold with a thirty-day right of return or exchange. Historically, parts returns have not
been material.
Parts revenue also includes the retail value of parts inventories consumed during the course of customer repair and
maintenance services and services provided under manufacturer warranties. As further described below, we recognize revenue
from these activities over time.
Service Revenue. We provide repair and maintenance services, including repairs performed under manufacturer
warranties, for our customer’s equipment. We recognize service and associated parts revenue of our repair and maintenance
services over time as we transfer control of these goods and services over time. The Company recognizes revenue over time in
the amount to which we have the right to invoice the customer, as such an amount corresponds to the value of our performance
completed to date. Generally, the Company has the right to invoice the customer for labor hours incurred and parts inventories
consumed during the performance of the service arrangement. Customer invoicing most often occurs at the conclusion of our
repair and maintenance services. Accordingly, we recognize unbilled receivables for the amount of unbilled labor hours
incurred and parts inventories consumed under our repair and maintenance arrangements. Upon customer invoicing, unbilled
receivables are reclassified to receivables. In many cases, customers tender payment at the completion of our work and the
creation of the invoice. Balances not paid at the time of invoicing are typically due in full within 30 days.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
56
Rental and Other Revenue. We rent equipment to our customers on a short-term basis for periods ranging from a few
days to a few months. Rental revenue is recognized on a straight-line basis over the period of the related rental agreement.
Revenue from rental equipment delivery and pick-up services is recognized when the service is performed. Other revenues
primarily consist of fees charged in connection with short-haul equipment delivery and pick-up services, in which revenue is
recognized at a point in time when the service is completed, and Global Positioning System ("GPS") signal subscriptions, in
which revenue is recognized on a straight-line basis over the subscription period.
Manufacturer Incentives and Discounts
The Company receives various manufacturer incentives and discounts, which are based on a variety of factors. Discounts
and incentives related to the purchase of inventory are recognized as a reduction of inventory prices and recognized as a
reduction of cost of revenue when the related inventory is sold. Other incentives, reflecting reimbursement of qualifying
expenses, are recognized as a reduction of the related expense when earned.
Receivables and Credit Policy
Trade accounts receivable due from customers are uncollateralized customer obligations due under normal trade terms
requiring payment within 30 to 90 days from the invoice date. Balances unpaid after the due date based on trade terms are
considered past due and begin to accrue interest. Payments of trade receivables are allocated to the specific invoices identified
on the customer's remittance advice or, if unspecified, are applied to the earliest unpaid invoices. Trade accounts receivable due
from manufacturers relate to warranty work, discount programs and incentive programs. Trade accounts receivable due from
finance companies primarily consist of contracts in transit with finance companies and balances due from credit card
companies. These receivables do not generally have established payment terms but are collected in relatively short time periods.
Unbilled receivables primarily represent unbilled labor hours incurred and parts inventories consumed during the performance
of service arrangements for our customers at the Company's retail rates.
The carrying amount of trade receivables is reduced by a valuation allowance that reflects management's best estimate of
the amounts that will not be collected. Management reviews aged receivable balances and estimates the portion, if any, of the
balance that will not be collected. Account balances are charged off after all appropriate means of collection have been
exhausted and the potential for recovery is considered remote.
Inventories
New and used equipment are stated at the lower of cost or net realizable value, determined for each piece of equipment
(specific identification). Net realizable value is the estimated selling price in the ordinary course of business, less reasonably
predictable costs of completion, disposal, and transportation. All new and used equipment inventories, including that which has
been rented, are subject to periodic lower of cost or net realizable value evaluations that consider various factors including
aging and condition of the equipment and market conditions. Equipment inventory values are adjusted whenever the carrying
amount exceeds the net realizable value. Parts inventories are valued at the lower of average cost or net realizable value. The
Company estimates its lower of average cost or net realizable value adjustments on its parts inventories based on various factors
including aging and sales of each type of parts inventory. Work in process represents costs incurred in the reconditioning and
preparation for sale of our equipment inventories.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
57
Property and Equipment
Property and equipment is carried at cost less accumulated depreciation and amortization. Depreciation and amortization
are computed on a straight-line basis over the estimated useful life of each asset, as summarized below:
Buildings and leasehold improvements
Lesser of 15 - 40 years or lease term
Machinery and equipment
3 - 10 years
Furniture and fixtures
3 - 10 years
Vehicles
3 - 10 years
Rental fleet
3 - 10 years
Depreciation for income tax reporting purposes is computed using accelerated methods.
Goodwill
Goodwill is recognized and initially measured as any excess of the acquisition-date consideration transferred in a business
combination over the acquisition-date amounts recognized for the net identifiable assets acquired. Goodwill is not amortized but
is tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than
not result in an impairment of goodwill. Impairment testing is performed at the reporting unit level. A reporting unit is defined
as an operating segment or one level below an operating segment, referred to as a component. A component of an operating
segment is a reporting unit if the component constitutes a business for which discrete financial information is available and
segment management regularly reviews the operating results of that component. Evaluating goodwill for impairment involves
the determination of the fair value of each reporting unit in which goodwill is recorded using a qualitative or quantitative
analysis. If fair value excess the carrying value, impairment is not indicated. If the carrying amount of a reporting unit is higher
than its estimated fair value, the excess is recorded as an impairment expense. The Company performs its annual goodwill
impairment test as of December 31st of each year. See Note 7 for details and results of the Company's impairment testing.
Intangible Assets
Intangible assets with a finite life consist of customer relationships and covenants not to compete, and are carried at cost
less accumulated amortization. The Company amortizes the cost of identified intangible assets on a straight-line basis over the
expected period of benefit, which generally range from five to ten years for customer relationships and the contractual term for
covenants not to compete, which range from three to five years.
Intangible assets with an indefinite life consist of distribution rights with manufacturers. Distribution rights are classified
as an indefinite-lived intangible asset because the Company's distribution agreements continue indefinitely by their terms, or are
routinely awarded or renewed without substantial cost or material modifications to the underlying agreements. Accordingly, the
Company believes that its distribution rights intangible assets will contribute to its cash flows for an indefinite period, therefore
the carrying amount of distribution rights is not amortized, but is tested for impairment annually, or more frequently upon the
occurrence of certain events or when circumstances indicate that impairment may be present. The impairment test is a single-
step assessment that identifies both the existence of impairment and the amount of impairment loss by comparing the estimated
fair value of the asset to its carrying value, with any excess carrying value over the fair value being recognized as an
impairment loss. The Company performs its annual impairment test as of December 31st of each year. See Note 7 for details
and results of the Company's impairment testing.
Impairment of Long-Lived Assets
The Company's long-lived assets consist of its property and equipment. These assets are reviewed for potential
impairment when events or circumstances indicate that the carrying value may not be recoverable. Recoverability is measured
by comparing the estimated future undiscounted cash flows of such assets to their carrying values. If the estimated
undiscounted cash flows exceed the carrying value, the carrying value is considered recoverable and no impairment recognition
is required. However, if the sum of the undiscounted cash flows is less than the carrying value of the asset, the estimated fair
value of the long-lived asset is compared to its carrying value and any amount by which the carrying value exceeds the fair
value is recognized as an impairment charge.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
58
When reviewing long-lived assets for impairment, we group long-lived assets with other assets and liabilities at the
lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Long-
lived assets deployed and used by individual store locations are reviewed for impairment at the individual store level. Other
long-lived assets shared across stores within a segment or shared across segments are reviewed for impairment on a segment or
consolidated level as appropriate.
During the year ended January 31, 2024, the Company determined that certain events or circumstances, including a
current period operating loss combined with historical losses and anticipated future operating losses, within certain of its stores
was an indication that the long-lived assets of these stores may not be recoverable. The aggregate carrying value of such assets
totaled $11.0 million. In light of these circumstances, the Company performed a long-lived asset impairment analysis for these
assets and concluded that the carrying value was recoverable. Accordingly, the Company did not recognize any impairment
charges in the year ended January 31, 2024.
We performed similar impairment analyses at the end of fiscal 2023 and 2022. The Company did not recognize
impairment charges during the year ended January 31, 2023. The Company recognized impairment charges totaling $0.4
million on long-lived assets during the year ended January 31, 2022, which was related to the Europe segment. All impairment
charges recognized are included in the Impairment of Intangible and Long-Lived Assets line item in the consolidated statements
of operations.
Construction of Leased Assets and Sale-Leaseback Accounting
The Company, from time to time, performs construction projects on its store locations, which are recorded as property
and equipment in the consolidated balance sheet during the construction period. Upon completion, these assets are either placed
in service, at which point the depreciation of the asset commences, or are part of a sale-leaseback transaction with a third-party
buyer/lessor. In certain other situations, the Company enters into build-to-suit construction projects with third-party lessors.
Under the applicable lease accounting rules, certain forms of lessee involvement in the construction of the leased asset deem the
Company to be the owner of the leased asset during the construction period and requires capitalization of the lessor's total
project costs on the consolidated balance sheet with the recognition of a corresponding financing obligation. Upon completion
of a project for which the constructed assets are sold to a buyer/lessor or the completion of a capitalized build-to suit
construction project, the Company performs a sale-leaseback analysis to determine if the asset and related financing obligation
can be derecognized from the consolidated balance sheet. Certain provisions in a number of our lease agreements, primarily
provisions regarding repurchase options, are deemed to be continuing involvement in the sold asset which precludes sale
recognition. In such cases, the asset remains on the consolidated balance sheet under property and equipment and the proceeds
received in the sale-leaseback transaction are recognized as a financing obligation within long-term debt in the consolidated
balance sheet. Both the asset and the financing obligation are amortized over the lease term. In instances in which the Company
has no continuing involvement in the sold asset, the criteria for sale recognition are met and the asset and any related financing
obligation are derecognized from the consolidated balance sheet, and the lease is analyzed for proper accounting treatment as
either an operating or finance lease.
Derivative Instruments
In the normal course of business, the Company is subject to risk from adverse fluctuations in foreign currency exchange
rates. The Company may manage its market risk exposures through a program that includes the use of derivative instruments,
primarily foreign exchange forward contracts. The Company's objective in managing its exposure to market risk is to minimize
the impact on earnings, cash flows and the consolidated balance sheet. The Company does not use derivative instruments for
trading or speculative purposes.
All outstanding derivative instruments are recognized in the consolidated balance sheet at fair value. The effect on
earnings from recognizing the fair value of the derivative instrument depends on its intended use, the hedge designation, and the
effectiveness in offsetting the exposure of the underlying hedged item. Changes in fair values of instruments designated to
reduce or eliminate fluctuations in the fair values of recognized assets and liabilities and unrecognized firm commitments are
reported currently in earnings along with the change in the fair value of the hedged items. Changes in the fair value of
derivative instruments that are not designated as hedging instruments or do not qualify for hedge accounting treatment are
reported currently in earnings.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
59
Income Taxes
The Company uses the asset and liability method to account for income taxes. Under this method, deferred tax assets and
liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and
liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when it is more likely than
not that a portion or all of the deferred tax assets will not be realized. Changes in valuation allowances are included in its
provision for income taxes in the period of the change. Deferred tax assets and liabilities are netted by taxing jurisdiction and
presented as either a net asset or liability position, as applicable, on the consolidated balance sheets.
The Company recognizes the financial statement benefit of income tax positions only if those positions are more likely
than not of being sustained. Recognized income tax positions are measured as the largest amount that has a greater than 50%
likelihood of being realized. Changes in the recognition or measurement of such positions are reflected in its provision for
income taxes in the period of the change. The Company's policy is to recognize interest and penalties related to income tax
matters within its provision for income taxes.
Advertising Costs
Costs incurred for producing and distributing advertising are expensed as incurred. Advertising expense amounted to $3.1
million, $2.9 million and $2.5 million for the years ended January 31, 2024, 2023 and 2022, respectively.
Stock-Based Compensation
The Company accounts for stock-based compensation at the fair value of the related equity instrument over the applicable
service or performance period.
Comprehensive Income and Foreign Currency Matters
For the Company, comprehensive income (loss) represents net income adjusted for foreign currency translation
adjustments. For the Company's foreign subsidiaries in which their local currency is their functional currency, assets and
liabilities are translated into U.S. dollars at the balance sheet date exchange rate. Income and expenses are translated at average
exchange rates for the year. Foreign currency translation adjustments are recorded directly as other comprehensive income
(loss), a component of stockholders' equity. For the Company's foreign subsidiaries in which the local currency is not the
functional currency, prior to translation into U.S. dollars, amounts must first be remeasured from the local currency into the
functional currency. Nonmonetary assets and liabilities are remeasured at historical exchange rates and monetary assets and
liabilities are remeasured at the balance sheet date exchange rate. Income and expenses are remeasured at average exchange
rates for the year. Foreign currency remeasurement adjustments are included in the statement of operations.
The Company recognized, in interest and other income in its consolidated statements of operations, a net foreign currency
transaction gain (loss) of $1.0 million, $(1.2) million, and $(0.1) million for the years ended January 31, 2024, 2023, and 2022
respectively.
Business Combinations
The Company accounts for business combinations by allocating the purchase price amongst the assets acquired, including
identifiable intangible assets, and liabilities assumed based on the fair values of the acquired assets and assumed liabilities. The
acquisition accounting is finalized during the measurement period, which may not exceed one year from the date of acquisition.
During the measurement period the Company's accounting for the business combination transaction may be based on estimates
due to various unknown factors present at the date of acquisition.
Fair Value Measurements
Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Three
levels of inputs may be used to measure fair value:
Level 1—Values derived from unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2—Values derived from observable inputs other than quoted prices that are observable for the asset or
liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active
markets, or quoted prices for identical or similar assets in markets that are not active.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
60
Level 3—Values derived from unobservable inputs for which there is little or no market data available, thereby
requiring the reporting entity to develop its own assumptions.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair
value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest
level input that is significant to the fair value measurement in its entirety.
Segment Reporting
The Company operates its business in four reportable segments, the Agriculture, Construction, Europe and Australia
segments. The segment formerly known as "International" has been updated to "Europe" as of October 31, 2023 and a fourth
segment "Australia" was created as a result of the Company's acquisition of J.J. O’Connor & Sons Pty. Ltd. ("O’Connors"),
refer to Note 19 - Business Combinations for further details.
Recent Accounting Guidance
Accounting guidance not yet adopted
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU")
No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable
segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments
are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after
December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods
presented in the financial statements. The Company is currently evaluating the provisions of the amendments and the impact on
its future consolidated statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures, which requires additional income tax disclosures in the rate reconciliation table for federal, state and foreign
income taxes, in addition to more details about the reconciling items in some categories when items meet a certain quantitative
threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The
Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.
In March 2024, the SEC adopted new rules that will require registrants to provide certain climate-related information in
their registration statements and annual reports. The rules require information about a registrant's climate-related risks that are
reasonably likely to have a material impact on its business, results of operations, or financial condition. The required
information about climate-related risks will also include disclosure of a registrant's greenhouse gas emissions. In addition, the
rules will require registrants to present certain climate-related financial metrics in their audited financial statements. The
Company is currently evaluating the rules and the impact on its future consolidated statements.
Recently Adopted Accounting Guidance
In September 2022, FASB issued ASU No. 2022-04, Supplier Finance Programs (Subtopic 405-50): Disclosure of
Supplier Finance Program Obligations. This new standard requires that the buyer in a supplier finance program discloses
information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of
such amounts during each annual period, and a description of where in the financial statements outstanding amounts are
presented. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those
fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December
15, 2023. Entities must apply the amendments of this ASU retrospectively to all periods in which a balance sheet is presented,
with the exception of the amendment on disclosure of rollforward information, which entities only need to apply prospectively.
On February 1, 2023, the Company adopted ASU No. 2022-04 to our consolidated financial statements.
The Company has agreements with financial institutions to facilitate the purchase of inventory from designated suppliers
under certain terms and conditions. Under these agreements, the Company receives extended payment terms and agrees to pay
the financial institution a stated amount of confirmed invoices from its designated suppliers. The Company may incur interest in
accordance with the terms of the agreements. Additionally, the Company has no involvement in establishing the terms or
conditions of the arrangements between its suppliers and the financial institution.
The amounts outstanding under these agreements as of January 31, 2024 and 2023 were $47.0 million and $13.0 million,
respectively, and are presented as Floorplan payable on the Company's consolidated balance sheets.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
61
NOTE 2 - EARNINGS PER SHARE
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, earnings of the Company are allocated between common stockholders and these participating
securities based on the weighted-average number of shares of common stock and participating securities outstanding during the
relevant period.
Basic EPS is computed by dividing net income attributable to Titan Machinery Inc. common stockholders by the
weighted-average number of shares of common stock outstanding during the relevant period. Diluted EPS is computed by
dividing net income attributable to Titan Machinery Inc. common stockholders by the weighted-average number of shares of
common stock outstanding after adjusting for potential dilution related to the conversion of all dilutive securities into common
stock. All potentially dilutive securities were included in the computation of diluted EPS for years with net income. All anti-
dilutive securities were excluded from the computation of diluted EPS.
The following table sets forth the calculation of basic and diluted EPS:
Year Ended January 31,
2024
2023
2022
(in thousands, except per share data)
Numerator
Net income
$
112,441 $
101,868 $
66,047
Allocation to participating securities
(1,519)
(1,295)
(977)
Net income attributable to Titan Machinery Inc. common stockholders
$
110,922 $
100,573 $
65,070
Denominator
Basic weighted-average common shares outstanding
22,493
22,373
22,238
Plus: incremental shares from assumed vesting of restricted stock units
6
7
10
Diluted weighted-average common shares outstanding
22,499
22,380
22,248
Earnings per Share:
Basic
$
4.93 $
4.50 $
2.93
Diluted
$
4.93 $
4.49 $
2.92
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
62
NOTE 3 - REVENUE
The following tables present our revenue disaggregated by revenue source and segment for the years ended January 31,
2024, 2023 and 2022:
Year Ended January 31, 2024
Agriculture
Construction
Europe
Australia
Total
(in thousands)
Equipment
$ 1,624,010
$
221,140
$
245,423
$
54,743
$ 2,145,316
Parts
293,554
51,019
54,356
11,912
410,841
Service
117,087
26,913
10,437
2,878
157,315
Other
5,180
1,998
760
276
8,214
Revenue from contracts with customers
2,039,831
301,070
310,976
69,809
2,721,686
Rental
4,432
31,393
934
—
36,759
Total revenues
$ 2,044,263
$
332,463
$
311,910
$
69,809
$ 2,758,445
Year Ended January 31, 2023
Agriculture
Construction
Europe
Total
(in thousands)
Equipment
$ 1,269,298
$
201,077
$
241,184
$ 1,711,559
Parts
228,520
50,628
48,048
327,196
Service
96,418
25,079
8,306
129,803
Other
4,044
1,897
915
6,856
Revenue from contracts with customers
1,598,280
278,681
298,453
2,175,414
Rental
3,440
29,776
676
33,892
Total revenues
$ 1,601,720
$
308,457
$
299,129
$ 2,209,306
Year Ended January 31, 2022
Agriculture
Construction
Europe
Total
(in thousands)
Equipment
$
823,590
$
209,318
$
258,776
$ 1,291,684
Parts
166,623
50,449
49,844
266,916
Service
81,506
26,401
7,734
115,641
Other
3,006
1,913
517
5,436
Revenue from contracts with customers
1,074,725
288,081
316,871
1,679,677
Rental
2,026
29,083
1,120
32,229
Total revenues
$ 1,076,751
$
317,164
$
317,991
$ 1,711,906
Deferred revenue from contracts with customers totaled $114.6 million and $118.1 million as of January 31, 2024 and
January 31, 2023, respectively. Our deferred revenue most often increases in the fourth quarter of each fiscal year, due to a
higher level of customer down payments or prepayments. During the year ended January 31, 2024, the Company recognized
substantially all of the revenue that was included in the deferred revenue balance as of January 31, 2023.
The following is a summary of deferred revenue as of January 31, 2024 and January 31, 2023:
January 31, 2024
January 31, 2023
(in thousands)
Deferred revenue from contracts with customers
$
114,578
$
118,074
Deferred revenue from rental and other contracts
1,274
1,771
$
115,852
$
119,845
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
63
No material amount of revenue was recognized during the year ended January 31, 2024 from performance obligations
satisfied in previous periods. The Company has elected as a practical expedient to not disclose the value of unsatisfied
performance obligations for (i) contracts with an original expected length of service of one year or less, and (ii) contracts for
which we recognize revenue at the amount to which we have the right to invoice for services performed. The contracts for
which the practical expedient has been applied include (i) equipment revenue transactions, which do not have a stated
contractual term, but are short-term in nature, and (ii) service revenue transactions, which also do not have a stated contractual
term but are generally completed within 30 days and for such contracts we recognize revenue over time at the amount to which
we have the right to invoice for services completed to date.
NOTE 4 - RECEIVABLES
The Company provides an allowance for expected credit losses on its nonrental receivables. To measure the expected
credit losses, receivables have been grouped based on shared credit risk characteristics as shown in the table below.
Trade and unbilled receivables from contracts with customers have credit risk and the allowance is determined by
applying expected credit loss percentages to aging categories based on historical experience that are updated at least annually.
The rates may also be adjusted to the extent future events are expected to differ from historical results. Given that the credit
terms for these receivables are short-term, changes in credit loss percentages due to future events may not occur on a frequent
basis. In addition, the allowance is adjusted based on information obtained by continued monitoring of individual customer
credit.
Trade receivables from finance companies, other receivables due from manufacturers, and other receivables have not
historically resulted in any credit losses to the Company. These receivables are short-term in nature and deemed to be of good
credit quality and have no need for any allowance for expected credit losses. Management continually monitors these
receivables and should information be obtained that identifies potential credit risk, an adjustment to the allowance would be
made if deemed appropriate.
Trade and unbilled receivables from rental contracts are primarily in the United States and are specifically excluded from
the accounting guidance in determining an allowance for expected losses. The Company provides an allowance for these
receivables based on historical experience and using credit information obtained from continued monitoring of customer
accounts.
January 31, 2024
January 31, 2023
(in thousands)
Trade and unbilled receivables from contracts with customers
Trade receivables due from customers
$
83,187 $
47,298
Unbilled receivables
22,324
19,764
Less allowance for expected credit losses
3,038
3,080
102,473
63,982
Short-term receivables due from finance companies
28,486
11,212
Trade and unbilled receivables from rental contracts
Trade receivables
3,101
3,629
Unbilled receivables
666
776
Less allowance for expected credit losses
465
360
3,302
4,045
Other receivables
Due from manufacturers
18,775
15,007
Other
621
1,598
19,396
16,605
Receivables, net of allowance for expected credit losses
$
153,657 $
95,844
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
64
Following is a summary of allowance for credit losses on trade and unbilled accounts receivable by segment:
Agriculture
Construction
Europe
Australia
Total
(in thousands)
Balance at January 31, 2022
$
244 $
193 $
1,542 $
— $
1,979
Current expected credit loss provision
190
84
1,273
—
1,547
Write-offs charged against allowance
93
166
184
—
443
Credit loss recoveries collected
26
13
—
—
39
Foreign exchange impact
—
—
(42)
—
(42)
Balance at January 31, 2023
367
124
2,589
—
3,080
Current expected credit loss provision
42
171
449
56
718
Write-offs charged against allowance
265
134
478
—
877
Credit loss recoveries collected
20
16
52
—
88
Foreign exchange impact
—
—
26
3
29
Balance at January 31, 2024
$
164 $
177 $
2,638 $
59 $
3,038
The following table presents impairment losses on receivables arising from sales contracts with customers and
receivables arising from rental contracts:
Year Ended January 31,
2024
2023
(in thousands)
Impairment losses on:
Receivables from sales contracts with customers
$
669 $
1,490
Receivables from rental contracts
247
127
$
916 $
1,617
NOTE 5 - INVENTORIES
January 31, 2024
January 31, 2023
(in thousands)
New equipment
$
745,445 $
369,828
Used equipment
347,041
164,761
Parts and attachments
203,124
164,553
Work in process
7,420
4,797
$
1,303,030 $
703,939
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
65
NOTE 6 - PROPERTY AND EQUIPMENT
January 31, 2024
January 31, 2023
(in thousands)
Rental fleet equipment
$
79,308 $
75,386
Machinery and equipment
31,760
27,220
Vehicles
103,765
80,122
Furniture and fixtures
57,935
53,937
Land, buildings, and leasehold improvements
204,992
140,773
477,760
377,438
Less accumulated depreciation
178,986
159,656
$
298,774 $
217,782
The Company includes depreciation expense related to its rental fleet and its trucking fleet, for hauling equipment, in
Cost of Revenue, which was $8.7 million, $8.2 million, and $8.6 million for the years ended January 31, 2024, 2023 and 2022,
respectively. All other depreciation expense is included in Operating Expenses, which totaled $21.3 million, $15.9 million, and
$12.2 million for the years ended January 31, 2024, 2023 and 2022, respectively. The Company had assets related to sale-
leaseback financing obligations and finance leases associated with real estate of store locations, which are included in the land,
buildings and leasehold improvements balance above. Such assets had gross carrying values totaling $18.4 million and $18.8
million, and accumulated amortization balances totaling $9.7 million and $8.6 million, as of January 31, 2024 and 2023,
respectively.
NOTE 7 - INTANGIBLE ASSETS AND GOODWILL
Definite-Lived Intangible Assets
The following is a summary of definite-lived intangible assets as of January 31, 2024 and 2023:
January 31, 2024
January 31, 2023
Cost
Accumulated
Amortization
Net
Cost
Accumulated
Amortization
Net
(in thousands)
(in thousands)
Covenants not to compete
$
1,236 $
(453) $
783 $
1,025 $
(222) $
803
Customer relationships
12,209
(704)
11,505
538
(180)
358
$
13,445 $
(1,157) $
12,288 $
1,563 $
(402) $
1,161
Intangible asset amortization expense was $0.7 million for the year ended January 31, 2024, and $0.2 million for the each
of the years ended January 31, 2023 and 2022. The covenants not to compete and customer relationships assets for the year
ended January 31, 2024 have a weighted-average amortization period of 4.7 years and 6.9 years, respectively. As of January 31,
2024, future amortization expense is expected to be as follows:
Fiscal years ending January 31,
Amount
(in thousands)
2025
$
1,991
2026
1,973
2027
1,947
2028
1,784
2029
1,688
Thereafter
2,905
$
12,288
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
66
Indefinite-Lived Intangible Assets
The Company's indefinite-lived intangible assets consist of distribution rights assets. Changes in the carrying amount of
distribution rights during the years ended January 31, 2024 and 2023 are as follows:
Agriculture
Construction
Australia
Total
(in thousands)
Balance, January 31, 2022
$
10,136 $
72 $
— $
10,208
Arising from business combinations
7,042
—
—
7,042
Balance, January 31, 2023
$
17,178 $
72 $
— $
17,250
Arising from business combinations
976 —
—
21,470
22,446
Foreign currency translation
—
—
1,372
1,372
Balance, January 31, 2024
$
18,154 $
72 $
22,842 $
41,068
The Company performs at least an annual impairment testing of its indefinite-lived distribution rights intangible assets.
Under the impairment test, the fair value of distribution rights intangible assets is estimated based on a multi-period excess
earnings model, an income approach. This model allocates future estimated earnings of the store/complex amongst working
capital, fixed assets and other intangible assets of the store/complex and any remaining earnings (the "excess earnings") are
allocated to the distribution rights intangible assets. The earnings allocated to the distribution rights are then discounted to
arrive at the present value of the future estimated excess earnings, which represents the estimated fair value of the distribution
rights intangible asset. The discount rate applied reflects the Company's estimate of the weighted-average cost of capital of
comparable companies plus an additional risk premium to reflect the additional risk inherent in the distribution right asset. The
results of the Company's annual distribution rights impairment test for the year ended January 31, 2024, indicated no
impairment.
During the years ended January 31, 2024 and 2023, no impairment charges were recognized in association with
indefinite-lived intangible assets. During the year ended January 31, 2022, the Company recognized $1.1 million of impairment
charges associated with its distribution rights in its German reporting unit.
The Company had gross indefinite-lived intangible assets of $42.2 million and accumulated impairments of $1.1
million as of January 31, 2024.
Goodwill
Changes in the carrying amount of goodwill during the years ended January 31, 2024 and 2023 are as follows:
Agriculture
Europe
Australia
Total
(in thousands)
Balance, January 31, 2022
$
8,952 $
— $
— $
8,952
Arising from business combinations
21,670
—
—
21,670
Balance, January 31, 2023
$
30,622 $
— $
— $
30,622
Arising from business combinations
7,198
471
24,261
31,930
Foreign currency translation
—
3
1,550
1,553
Balance, January 31, 2024
$
37,820 $
474 $
25,811 $
64,105
The Company performs an annual impairment testing of goodwill as of December 31st of each year. For the year ended
January 31, 2024, the Company performed a qualitative (Step 0) assessment and we concluded the that it was more likely than
not that the fair value of the reporting units under the Agriculture and Australia reporting units exceeded its carrying value.
Therefore, we were not required to perform a quantitative analysis. However, management elected to perform a quantitative
analysis for the goodwill in our German reporting unit, within our Europe segment. which was completed for the year ended
January 31, 2023. Under the quantitative impairment test, the fair value of the reporting unit was estimated using an income
approach and it was determined that the fair value exceeded the carrying value, so no impairment was recognized. During the
years ended January 31, 2024, 2023 and 2022, the Company did not recognize any impairment charges.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
67
The gross goodwill balance was $65.6 million and $32.1 million as of January 31, 2024 and 2023, respectively. The
accumulated goodwill impairment loss was $1.5 million as of January 31, 2024 and 2023.
NOTE 8 - FLOORPLAN PAYABLE/LINES OF CREDIT
Floorplan payable balances reflect amounts owed to manufacturers for equipment inventory purchases and amounts
outstanding under our various floorplan line of credit facilities. In the consolidated statements of cash flows, the Company
reports cash flows associated with manufacturer floorplan financing as operating cash flows and cash flows associated with
non-manufacturer floorplan financing as financing cash flows.
As of January 31, 2024, the Company had floorplan lines of credit totaling $1.4 billion, which is primarily comprised of
three significant floorplan lines of credit: (i) a $875.0 million credit facility with CNH Industrial, (ii) a $275.0 million line of
credit with a group of banks (the "Bank Syndicate"), and (iii) a $80.0 million credit facility with DLL Finance LLC (“DLL
Finance”).
CNH Industrial Floorplan Payable Line of Credit
As of January 31, 2024, the Company had a $875.0 million credit facility with CNH Industrial, of which $640.0 million is
available for U.S. domestic financing, $140.0 million is available for Australian financing, and $95.0 million is available for
European financing.
The U.S. domestic financing facility offers financing for new and used equipment inventories. Available borrowings
under this credit facility are reduced by outstanding floorplan payable balances and other acquisition-related financing
arrangements with CNH Industrial. This credit facility charges interest at the prime rate plus or minus an agreed upon
percentage, but not less than zero, for the financing of new and used equipment inventories and rental fleet assets. CNH
Industrial offers periods of reduced interest rates and interest-free periods. Repayment terms vary, but generally payments are
made from sales proceeds or rental revenue generated from the related inventories or rental fleet assets. Balances under the
outstanding CNH Industrial U.S. domestic credit facility are secured by the inventory or rental fleet purchased with the
floorplan proceeds. The European financing facility offers financing for new equipment inventories. Available borrowings
under this credit facility are reduced by outstanding floorplan payable balances. Amounts outstanding are generally due
approximately 75 days after the date of invoice by CNH Industrial. Generally, no interest is charged on outstanding balances.
However, in certain international markets the Company receives extended terms from CNH Industrial similar to what we
receive domestically with reduced interest and interest free periods. Amounts outstanding under European financing facility are
secured by the inventory purchased with the floorplan proceeds. The Australian financing facility offers financing for new and
used equipment inventories. Available borrowings under the credit facility are reduced by outstanding floorplan payable
balances. CNH Industrial offers periods of reduced interest rates and interest-free periods. Repayment terms vary, but generally
payments are made from sales proceeds. The credit facility charges interest at the CNH Industrial prime rate plus or minus an
agreed upon spread, but not less than zero, for the financing of new and used equipment inventories and rental fleet assets.
Amounts outstanding under the Australian financing facility are secured by the inventory purchased with the floorplan
proceeds.
The CNH Industrial credit facility contains financial covenants that impose a maximum level of adjusted debt to tangible
net worth of 3.50:1.00 and minimum fixed charge coverage ratio of 1.10:1.00. It also contains various restrictive covenants that
require prior consent of CNH Industrial if the Company desires to engage in any acquisition of, consolidation or merger with,
any other business entity in which the Company is not the surviving company; create subsidiaries; move any collateral outside
of the U.S.; or sell, rent, lease or otherwise dispose or transfer any of the collateral, other than in the ordinary course of
business. CNH Industrial’s consent is also required for the acquisition of any CNH Industrial dealership. In addition, the CNH
Industrial credit facility restricts the Company's ability to incur any liens upon any substantial part of the assets. The credit
facility automatically renews on August 31st of each year unless earlier terminated by either party. As of January 31, 2024, the
Company was in compliance with the adjusted debt to tangible net worth and fixed charge coverage ratio financial covenants
under this credit facility.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
68
Bank Syndicate Credit Agreement - Floorplan Payable and Working Capital Lines of Credit
As of January 31, 2024, the Company had a $350.0 million credit facility under a Third Amended and Restated Credit
Agreement (the "Bank Syndicate Agreement"), consisting of a $275.0 million floorplan facility (the "Floorplan Loan") and a
$75.0 million operating line (the "Revolver Loan"). The amounts available under the Bank Syndicate Agreement are subject to
borrowing base calculations and reduced by outstanding standby letters of credit and certain reserves. The Bank Syndicate
Agreement includes a variable interest rate on outstanding balances, charges a 0.25% non-usage fee on the average monthly
unused amount, and requires monthly payments of accrued interest. The default loan type is a Secured Overnight Financing
Rate ("SOFR") Rate Loan and only if the Company actively selects a Base Rate Loan would the Base Rate Loan be used. The
SOFR Rate is based upon one-month, three-month, or six-month SOFR, as chosen by the Company, plus an applicable margin,
plus 11.4 basis points for one-month, 26.2 basis points for three-month, and 42.8 basis points for six-month loans. In no event
shall the SOFR Rate be less than zero. The Base Rate is the greater of (a) the prime rate of interest announced, from time to
time, by Bank of America; (b) the Federal Funds Rate plus 0.5%, or (c) the one-month SOFR Rate plus 1% plus applicable
margin, plus 11.4 basis points. In no event shall the Base Rate be less than zero. The applicable margin rate is determined based
on excess availability under the Bank Syndicate Agreement and ranges from 0.5% to 1.0% for Base Rate Loans.
The Bank Syndicate Agreement does not obligate the Company to maintain financial covenants, except in the event that
excess availability (each as defined in the Bank Syndicate Agreement) is less than 15% of the lower of the borrowing base or
the size of the maximum credit line, at which point the Company is required to maintain a fixed charge coverage ratio of at least
1.10:1.00. Based on our excess availability and cash collateral, we were not subject to the fixed charge coverage ratio as of
January 31, 2024. The Bank Syndicate Agreement includes various restrictions on the Company and its subsidiaries' activities,
including, under certain conditions, limitations on the Company’s ability to make certain cash payments including for cash
dividends and stock repurchases, issuance of equity instruments, acquisitions and divestitures, and entering into new
indebtedness transactions. As of January 31, 2024, under these provisions of the Bank Syndicate Agreement, the Company had
an unrestricted dividend availability of approximately $80.4 million. The Bank Syndicate Agreement matures on April 3, 2025.
The Floorplan Loan is used to finance equipment inventory purchases. Amounts outstanding are recorded as floorplan
payables, within current liabilities on the consolidated balance sheets, as the Company intends to repay amounts borrowed
within one year.
The Revolver Loan is used to finance rental fleet equipment and for general working capital requirements of the
Company. Amounts outstanding are typically recorded as long-term debt, within long-term liabilities on the consolidated
balance sheets, as the Company does not have the obligation to repay amounts borrowed within one year. As of January 31,
2024 and 2023, the Company did not have a need to utilize the revolver loan as the balance was zero for both periods.
DLL Finance Floorplan Payable Line of Credit
As of January 31, 2024, the Company had a $80.0 million credit facility with DLL Finance, of which $60.0 million is
available for domestic financing and $20.0 million is available for financing in certain of our European markets. The DLL
Finance credit facility may be used to purchase or refinance new and used equipment inventory. Amounts outstanding for
domestic financing bear interest on outstanding balances of one-month SOFR plus an applicable margin between 3.00% and
6.00%. Amounts outstanding for European financing bear interest on outstanding balances of three-month EURIBOR plus an
applicable margin of 2.10% to 2.50%. The credit facility allows for increase, decrease or termination of the facility by DLL
Finance in its sole discretion at any time. The credit facility contains financial covenants that impose a maximum net leverage
ratio of 3.50:1.00 and a minimum fixed charge coverage ratio of 1.10:1.00. The credit facility also requires the Company to
obtain prior consent from DLL Finance if the Company desired to engage in any acquisition meeting certain financial
thresholds. The balances outstanding with DLL Finance are secured by the inventory or rental fleet purchased with the
floorplan proceeds. Repayment terms vary by individual notes, but generally payments are made from sales proceeds or rental
revenue from the related inventories or rental fleet assets. As of January 31, 2024, the Company was in compliance with the net
leverage ratio and fixed charge coverage ratio financial covenants under this credit facility.
Other Lines of Credit
The Company’s other lines of credit include various floorplan and working capital lines of credit primarily offered by
non-manufacturer financing entities. Interest charged on outstanding borrowings are generally variable rates, such as EURIBOR
and BBSY and include interest margins. Outstanding balances are generally secured by inventory and other current assets. In
most cases these lines of credit have a one-year maturity, with an annual review process to extend the maturity date for an
additional one-year period.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
69
Summary of Outstanding Amounts
As of January 31, 2024 and 2023, the Company’s outstanding balance of floorplan payables and lines of credit consisted
of the following:
January 31, 2024
January 31, 2023
(in thousands)
CNH Industrial
$
567,677 $
177,337
Bank Syndicate Agreement Floorplan Loan
162,845
35,550
DLL Finance
38,528
9,914
Other outstanding balances with manufacturers and non-manufacturers
124,796
35,571
$
893,846 $
258,372
As of January 31, 2024, the interest-bearing floorplan payables carried a variable interest rate with a range of 5.24% to
10.70% compared to a range of 4.16% to 10.25% as of January 31, 2023. As of January 31, 2024 and 2023, $428.3 million and
$213.0 million, respectively, of outstanding floorplan payables were non-interest bearing.
NOTE 9 - ACCRUED EXPENSES & OTHER
January 31, 2024
January 31, 2023
(in thousands)
Compensation
$
43,375 $
39,026
Sales, payroll, real estate and value added taxes
8,075
7,357
Insurance
5,212
4,291
Other
17,738
7,485
$
74,400 $
58,159
NOTE 10 - LONG-TERM DEBT
The following is a summary of long-term debt:
Year Ended January 31,
Description
Maturity Dates
Interest Rates
2024
2023
(in thousands)
Mortgage loans, secured
Various through May 2039
2.1% to 7.3%
$
88,669 $
68,689
Sale-leaseback financing
obligations
Various through December 2030
3.4% to 10.3%
10,043
11,252
Vehicle loans, secured
Various through December 2029
2.1% to 6.8%
14,433
12,659
Other
Various through July 2039
1.2% to 3.6%
6,968
4,591
Total debt
120,113
97,191
Less: current maturities
13,706
7,241
Long-term debt, net
$
106,407 $
89,950
Long-term debt maturities are as follows:
Years Ending January 31,
Amounts
(in thousands)
2025
$
13,706
2026
9,318
2027
15,906
2028
14,596
2029
24,260
Thereafter
42,327
$
120,113
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
70
NOTE 11 - 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.
Derivative Instruments Not Designated as Hedging Instruments
The Company periodically 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 Company's foreign currency forward contracts generally have one to three-month maturities. The notional
value of outstanding foreign currency contracts as of January 31, 2024 was $25.3 million and there were no foreign currency
forward contracts outstanding as of January 31, 2023.
As of January 31, 2024, and 2023, the fair value of the Company's outstanding derivative instruments was not material.
Derivative instruments recognized as assets are recorded in Prepaid expenses and other in the consolidated balance sheets, and
derivative instruments recognized as liabilities are recorded in Accrued expenses and other in the consolidated balance sheets.
The following table sets forth the gains and (losses) recognized in income related to the Company’s derivative
instruments for the years ended January 31, 2024, 2023 and 2022.
Year Ended January 31,
2024
2023
2022
(in thousands)
Derivatives Not Designated as Hedging Instruments:
Foreign currency contracts (a)
$
(960) $
1,377 $
(159)
Total Derivatives
$
(960) $
1,377 $
(159)
(a) Amounts are included in Interest and other income in the consolidated statements of operations.
NOTE 12 - CONTINGENCIES
Litigation
The Company is engaged in proceedings incidental to the normal course of business. Due to their nature, such legal
proceedings involve inherent uncertainties, including but not limited to, court rulings, negotiations between affected parties and
governmental intervention. Based upon the information available to the Company and discussions with legal counsel, it is the
Company's opinion that the outcome of the various legal actions and claims that are incidental to its business will not have a
material impact on the financial position, results of operations or cash flows. Such matters, however, are subject to many
uncertainties, and the outcome of any matter is not predictable with assurance.
Insurance
The Company has insurance policies with varying deductibility levels for property and casualty losses and is insured for
losses in excess of these deductibles on a per claim and aggregate basis. The Company is primarily self-insured for health care
claims for eligible participating employees. The Company has stop-loss coverage to limit its exposure to significant claims on a
per claim and annual aggregate basis. The Company determines its liabilities for claims, including incurred but not reported
losses, based on all relevant information, including actuarial estimates of claim liabilities.
Other Matters
The Company is the lessee under many real estate leases, in which it agrees to indemnify the lessor from certain liabilities
arising as a result of the use of the leased premises, including environmental liabilities. Additionally, from time to time, the
Company enters into agreements with third parties in connection with the sale of assets in which it agrees to indemnify the
purchaser from certain liabilities or costs arising in connection with the assets. Also, in the ordinary course of business in
connection with purchases or sales of goods and services, the Company enters into agreements that may contain
indemnification provisions. In the event that an indemnification claim is asserted, the Company's liability would be limited by
the terms of the applicable agreement. See additional information on operating lease commitments in Note 13.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
71
NOTE 13 - LEASES
As Lessee
The Company, as lessee, leases certain of its dealership locations, office space, equipment and vehicles under operating
and financing classified leasing arrangements. The Company has elected to not record leases with a lease term at
commencement of 12 months or less on the consolidated balance sheet; such leases are expensed on a straight-line basis over
the lease term. Many real estate lease agreements require the Company to pay the real estate taxes on the properties during the
lease term and require that the Company maintains property insurance on each of the leased premises. Such payments are
deemed to be variable lease payments, as the amounts may change during the term of the lease. Certain leases include renewal
options that can extend the lease term for periods of one to ten years. Most real estate leases grant the Company a right of first
refusal or other options to purchase the real estate, generally at fair market value, either during the lease term or at its
conclusion. In most cases, the Company has not included these renewal and purchase options within the measurement of the
right-of-use lease asset and lease liability. Most often the Company cannot readily determine the interest rate implicit in the
lease and thus applies its incremental borrowing rate to capitalize the right-of-use asset and lease liability. We estimate our
incremental borrowing rate by incorporating considerations of lease term, asset class and lease currency and geographical
market. Our lease agreements do not contain any material non-lease components, residual value guarantees or material
restrictive covenants.
The Company subleases a small number of real estate assets to third parties, primarily dealership locations for which we
have ceased operations. All sublease arrangements are classified as operating leases.
The components of lease expense were as follows:
Year Ended January 31,
Classification
2024
2023
2022
(in thousands)
Finance lease cost:
Amortization of leased assets
Operating expenses
$
679 $
862 $
1,036
Interest on lease liabilities
Other interest expense
172
184
255
Operating lease cost
Operating expenses and rental and other
cost of revenue
13,356
13,535
14,471
Short-term lease cost
Operating expenses
—
71
273
Variable lease cost
Operating expenses
1,885
2,013
2,332
Sublease income
Interest and other income
(2,395)
(1,384)
(894)
$
13,697 $
15,281 $
17,473
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
72
Right-of-use lease assets and lease liabilities consist of the following:
Classification
January 31, 2024
January 31, 2023
(in thousands)
Assets
Operating lease assets
Operating lease assets
$
54,699 $
50,206
Financing lease assets(a)
Property and equipment, net of accumulated depreciation
1,545
2,102
Total leased assets
$
56,244 $
52,308
Liabilities
Current
Operating
Current operating lease liabilities
$
10,751 $
9,855
Financing
Accrued expenses and other
559
577
Noncurrent
Operating
Operating lease liabilities
50,964
48,513
Financing
Other long-term liabilities
1,406
1,863
Total lease liabilities
$
63,680 $
60,808
(a)Finance lease assets are recorded net of accumulated amortization of $1.4 million and $1.2 million as of January 31, 2024 and 2023, respectively.
Maturities of lease liabilities as of January 31, 2024 are as follows:
Operating
Finance
Leases
Leases
Total
Fiscal Year Ending January 31,
(in thousands)
2025
$
14,321 $
702 $
15,023
2026
13,674
562
14,236
2027
12,654
449
13,103
2028
10,788
344
11,132
2029
8,134
187
8,321
Thereafter
17,235
164
17,399
Total lease payments
76,806
2,408
79,214
Less: Interest
15,091
443
15,534
Present value of lease liabilities
$
61,715 $
1,965 $
63,680
The weighted-average lease term and discount rate as of January 31, 2024 and 2023 are as follows:
January 31, 2024
January 31, 2023
Weighted-average remaining lease term (years):
Operating leases
6.9
5.7
Financing leases
4.1
4.7
Weighted-average discount rate:
Operating leases
6.4%
6.1%
Financing leases
8.8%
8.3%
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
73
Other lease information is as follows:
Year Ended January 31,
2024
2023
2022
(in thousands)
Cash paid for amounts included in the measurement of lease
liabilities
Operating cash flows from operating leases
$
12,561 $
12,628 $
15,462
Operating cash flow from finance leases
172
184
255
Financing cash flows from finance leases
596
701
1,211
Operating lease assets obtained in exchange for new operating
lease liabilities
16,006
6,261
2,154
Finance lease assets obtained in exchange for new finance lease
liabilities
113
4,385
463
As Lessor
The Company rents equipment to customers, primarily in the Construction segment, on a short-term basis. Our rental
arrangements generally do not include minimum, noncancellable periods as the lessee is entitled to cancel the arrangement at
any time. Most often, our rental arrangements extend for periods ranging from a few days to a few months. We maintain a fleet
of dedicated rental assets within our Construction segment and, within all segments, may also provide short-term rentals of
certain equipment inventory assets. Certain rental arrangements may include rent-to-purchase options whereby customers are
given a period of time to exercise an option to purchase the related equipment at an established price with any rental payments
paid applied to reduce the purchase price.
All of the Company's leasing arrangements as lessor are classified as operating leases. Rental revenue is recognized on a
straight-line basis over the rental period. Rental revenue includes amounts charged for loss and damage insurance on rented
equipment. In most cases, our rental arrangements include non-lease components, including delivery and pick-up services. The
Company accounts for these non-lease components separate from the rental arrangement and recognizes the revenue associated
with these components when the service is performed. The Company has elected to exclude from rental revenue all sales, value
added and other taxes collected from our customers concurrent with our rental activities. Rental billings most often occur on a
monthly basis and may be billed in advance or in arrears, thus creating unbilled rental receivables or deferred rental revenue
amounts. The Company manages the residual value risk of its rented assets by (i) monitoring the quality, aging and anticipated
retail market value of our rental fleet assets to determine the optimal period to remove an asset from the rental fleet, (ii)
maintaining the quality of our assets through on-site parts and service support and (iii) requiring physical damage insurance of
our lessee customers. We primarily dispose of our rental assets through the sale of the asset by our retail sales force.
Revenue generated from leasing activities is disclosed, by segment, in Note 3. The following is the balance of our
dedicated rental fleet assets of our Construction segment as of January 31, 2024 and 2023, respectively:
January 31, 2024
January 31, 2023
(in thousands)
Rental fleet equipment
$
79,308 $
75,386
Less accumulated depreciation
27,282
26,959
$
52,206 $
48,427
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
74
NOTE 14 - INCOME TAXES
The components of income before income taxes for the years ended January 31, 2024, 2023 and 2022 consist of the
following:
2024
2023
2022
(in thousands)
U.S.
$
130,438 $
115,044 $
74,349
Foreign
20,602
20,197
12,552
Total
$
151,040 $
135,241 $
86,901
The provision for (benefit from) income taxes charged to income for the years ended January 31, 2024, 2023 and 2022
consists of the following:
2024
2023
2022
(in thousands)
Current
Federal
$
24,074 $
15,943 $
10,348
State
7,020
5,776
3,316
Foreign
4,595
4,015
2,875
Total current taxes
35,689
25,734
16,539
Deferred
Federal
2,280
6,310
3,978
State
266
1,210
772
Foreign
364
119
(435)
Total deferred taxes
2,910
7,639
4,315
Total
$
38,599 $
33,373 $
20,854
The reconciliation of the statutory federal income tax rate to the Company's effective rate is as follows:
2024
2023
2022
U.S. statutory rate
21.0 %
21.0 %
21.0 %
Foreign statutory rates
(0.9) %
(0.2) %
(2.4) %
State taxes on income net of federal tax benefit
4.4 %
4.7 %
4.6 %
Valuation allowances
0.6 %
0.4 %
0.6 %
All other, net
0.5 %
(1.2) %
0.2 %
25.6 %
24.7 %
24.0 %
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
75
Deferred tax assets and liabilities consist of the following as of January 31, 2024 and 2023:
2024
2023
(in thousands)
Deferred tax assets:
Inventory allowances
$
3,396 $
2,551
Intangible assets
—
290
Net operating losses
6,725
5,841
Accrued liabilities and other
5,141
3,913
Receivables
614
724
Stock-based compensation
865
1,124
Right of use lease liability
11,420
14,238
Other
675
374
Total deferred tax assets
28,836
29,055
Valuation allowances
(7,525)
(6,455)
Deferred tax assets, net of valuation allowances
$
21,311 $
22,600
Deferred tax liabilities:
Property and equipment
$
(23,092) $
(18,889)
Right of use lease asset
(9,271)
(12,028)
Intangible assets
(11,026)
—
Total deferred tax liabilities
$
(43,389) $
(30,917)
Net deferred tax asset (liability)
$
(22,078) $
(8,317)
As of January 31, 2024, the Company has recorded $29.5 million of net operating loss carryforwards within certain of its
foreign jurisdictions; $24.5 million of net operating loss carryforwards are within foreign jurisdictions with unlimited
carryforward periods, and $5.0 million are within foreign jurisdictions that expire at various dates between the Company's fiscal
years 2037 and 2038.
In assessing the foreign deferred tax assets as of January 31, 2024 and 2023, the Company concluded that a full valuation
allowance is continued to be warranted in the Company's Ukrainian subsidiary, due to geopolitical concerns in the area. The
Company also concluded a full valuation allowance on the Company's German and Luxembourg subsidiaries continued to be
warranted based on the presence of historical losses and the Company’s expected future sources of taxable income. The
Company has recorded valuation allowances of $7.5 million and $6.5 million for the international entities as of January 31,
2024 and 2023, respectively.
The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign countries. It is no
longer subject to income tax examinations by U.S. federal tax authorities for fiscal years ended prior to January 31, 2021 and
state tax authorities for fiscal years ended prior to January 31, 2020. Certain foreign jurisdictions are subject to income tax
examinations for the calendar year periods ranging between 2017 and 2023, depending on the jurisdiction of the entity.
As of January 31, 2024, the Company had accumulated undistributed earnings in non-U.S. subsidiaries of approximately
$47.0 million. Upon repatriation of such earnings the Company could be subject to additional U.S. or foreign taxes. The
Company has not recorded a deferred tax liability associated with these undistributed earnings as such earnings are to be
reinvested outside of the U.S. indefinitely. It is not practicable to estimate the amount of additional tax that might be payable if
such earnings were repatriated.
NOTE 15 - CAPITAL STRUCTURE
The Company's certificate of incorporation provides it with the authority to issue 50,000,000 shares of $0.00001 par
value stock, consisting of 45,000,000 shares of common stock and 5,000,000 shares classified as undesignated.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
76
NOTE 16 - STOCK-BASED COMPENSATION
Stock-Based Compensation Plans
The Company has one stock-based compensation plan, the Amended and Restated Titan Machinery Inc. 2014 Equity
Incentive Plan (the "2014 Equity Incentive Plan"), to provide incentive compensation to participants for services that have been
or will be performed for continuing as employees or members of the Board of Directors of the Company. Under the 2014
Equity Incentive Plan, which has been approved by the stockholders of the Company, the Company may grant stock-based
awards for up to a maximum number of shares of common stock set forth in the 2014 Equity Incentive Plan under specified
forms of equity award types. Shares issued for stock-based awards consist of authorized but unissued shares. During the year
ended January 31, 2021, the 2014 Equity Incentive Plan was amended to increase the shares available for equity awards from
1,650,000 shares to 2,200,000 shares. As of January 31, 2024, the Company had 390,479 shares authorized and available for
future equity awards under the 2014 Equity Incentive Plan.
Compensation cost arising from stock-based compensation and charged to operations was $3.3 million, $3.3 million and
$2.8 million for the years ended January 31, 2024, 2023 and 2022, respectively. The related income tax benefit (net) was $1.1
million, $1.3 million and $1.3 million for the years ended January 31, 2024, 2023 and 2022, respectively.
Restricted Stock Awards ("RSAs")
The Company grants RSAs as part of its long-term incentive compensation to employees and members of the Board of
Directors of the Company. The fair value of these awards is determined based on the closing market price of the Company's
stock on the date of grant. The RSAs primarily vest over a period of approximately four years for employees and over one year
for members of the Board of Directors. The Company recognizes compensation expense ratably over the vesting period of the
award. The restricted common stock underlying these awards are deemed issued and outstanding upon grant and carry the same
voting and dividend rights of unrestricted outstanding common stock; provided, however, any dividends paid shall be subject to
a right of forfeiture until the underlying rule of forfeiture of the RSA has lapsed.
The following table summarizes RSA activity for the year ended January 31, 2024:
Shares
Weighted Average
Grant Date Fair
Value
(in thousands)
Nonvested at January 31, 2023
280 $
22.84
Granted
201
26.48
Forfeited
(22)
26.34
Vested
(123)
20.93
Nonvested at January 31, 2024
336 $
25.48
The weighted-average grant date fair value of RSAs granted was $26.48, $27.06 and $34.24 during the years ended
January 31, 2024, 2023 and 2022, respectively. The total fair value of RSAs vested was $3.7 million, $4.6 million and $5.0
million during the years ended January 31, 2024, 2023 and 2022, respectively. As of January 31, 2024, there was $6.3 million
of unrecognized compensation cost related to nonvested RSAs that is expected to be recognized over a weighted-average period
of 2.3 years.
Restricted Stock Units ("RSUs")
The Company grants RSUs as part of its long-term incentive compensation to certain employees of the Company in our
European operations. The fair value of these awards is determined based on the closing market price of the Company's common
stock on the date of grant. The RSUs primarily vest over a period of approximately four years. The Company recognizes
compensation expense ratably over the vesting period of the award. The common stock underlying these awards are not deemed
issued or outstanding upon grant, and do not carry any voting or dividend rights.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
77
The following table summarizes RSU activity for the year ended January 31, 2024:
Shares
Weighted Average
Grant Date Fair
Value
(in thousands)
Nonvested at January 31, 2023
12 $
21.24
Granted
4
26.47
Vested
(5)
18.62
Nonvested at January 31, 2024
11 $
24.17
The weighted-average grant date fair value of RSUs granted was $26.47, $26.23, and $34.59 for the fiscal years ended
January 31, 2024, 2023, and 2022, respectively. As of January 31, 2024, there was $0.2 million of unrecognized compensation
cost related to nonvested RSUs that is expected to be recognized over a weighted-average period of two years.
Long-Term Cash Incentive Awards
The Company grants long-term cash incentive awards as part of its long-term incentive compensation to certain
international employees of the Company. The awards vest over a period of approximately four years and entitle the award
recipient to a cash payment on the vesting date equal to the number of vested shares multiplied by the stock price of the
Company on the date of vesting. These awards are liability-classified share-based payment awards in which fair value of the
award is remeasured at each period until the liability is settled. Fair value of these awards is determined based on the closing
price of the Company's stock as of the end of each reporting period. Changes in the fair value of the liability are recognized as
compensation cost over the requisite service period. The percentage of the fair value that is accrued as compensation cost at the
end of each period is equal to the percentage of the requisite service that has been rendered at that date.
The following table summarizes activity for long-term cash incentive awards for the year ended January 31, 2024:
Shares
Weighted Average
Grant Date Fair
Value
(in thousands)
Nonvested at January 31, 2023
31 $
21.06
Granted
19
26.40
Forfeited
(1)
23.49
Vested
(13)
18.52
Nonvested at January 31, 2024
36 $
24.73
The weighted-average grant date fair value of long-term cash incentive awards granted was $26.40 during the year ended
January 31, 2024. As of January 31, 2024, based on the Company's stock price on that day, there was $0.5 million of
unrecognized compensation cost related to nonvested awards that is expected to be recognized over a weighted-average period
of 1.2 years.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
78
NOTE 17 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following is a summary of the changes in accumulated other comprehensive income (loss), by component, for the
fiscal years ended January 31, 2024, 2023 and 2022:
Foreign
Currency
Translation
Adjustment
Net Investment
Hedging
Instruments,
Unrealized
Gain
Total
Accumulated
Other
Comprehensive
Income (Loss)
(in thousands)
Balance, January 31, 2021
$
(1,212) $
2,711
$
1,499
Total other comprehensive loss
(3,671)
—
(3,671)
Balance, January 31, 2022
(4,883)
2,711
(2,172)
Total other comprehensive income
(2,847)
—
(2,847)
Balance, January 31, 2023
(7,730)
2,711
(5,019)
Total other comprehensive loss
6,779
—
6,779
Balance, January 31, 2024
$
(951) $
2,711
$
1,760
Income taxes are not provided for foreign currency translation adjustments arising from permanent investments in
international subsidiaries.
NOTE 18 - EMPLOYEE BENEFIT PLANS
The Company has a 401(k) profit-sharing plan ("401(k) Plan") for all U.S. employees at least 19 years of age. Effective
January 1, 2022, the Company amended the 401(k) Plan to increase the Company match from 50% of the first 6% of the
participating employee's contribution to 50% of the first 8% of the participating employee's contributions. In addition, the
Company may make a discretionary contribution to the 401(k) Plan as determined by the Board of Directors, with a maximum
amount equal to the amount allowed under the IRS regulations. The Company recognized expense for contributions made to the
401(k) Plan totaling $7.0 million, $5.4 million and $3.8 million for the years ended January 31, 2024, 2023 and 2022,
respectively. All amounts contributed during these years reflected matching contributions, as no discretionary contributions
were made by the Company to the 401(k) Plan.
NOTE 19 - BUSINESS COMBINATIONS
Fiscal 2024
On October 2, 2023, we acquired all of the outstanding equity interests of O’Connors. The acquired business consisted of
15 Case IH dealership locations and one parts center in the states of New South Wales, South Australia, and Victoria in
Southeastern Australia. O'Connors has been a successful Case IH complex, and our acquisition of O'Connors provides the
Company the opportunity to expand our international presence into the large, well-established Australian agricultural market.
Total cash consideration paid for O'Connors was $66.5 million, which was financed through available cash resources and line
of credit availability. The 15 O’Connors stores locations are included within our new Australia segment. In the most recently
completed fiscal year, O'Connors generated revenue of approximately $258.0 million. The results of operations for O’Connors
from the October 2, 2023 acquisition closing date through January 31, 2024 were approximately $69.8 million of revenue and
$4.1 million of pre-tax income. The Company incurred $1.1 million in acquisition related expenses in connection with this
acquisition, which are included in operating expenses in the consolidated statements of operations for the year ended
January 31, 2024.
The Company has completed acquisitions that were not considered material, individually or collectively, to the overall
consolidated financial statements during the year ended January 31, 2024. These acquisitions included five locations of Pioneer
Farm Equipment Co. on February 1, 2023, in the state of Idaho, one location of Midwest Truck Parts Inc. on June 1, 2023, in
the state Minnesota and one location of Scott Supply Co. on January 10, 2024, in the state of South Dakota., all of which are
included in the Agriculture segment. The Company also acquired MAREP GmbH on May 1, 2023, which included two
locations in Germany and is included in the Europe segment. These acquisitions have been included in the consolidated
financial statements from the date of the respective acquisition.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
79
Fiscal 2023
On August 1, 2022, the Company acquired all outstanding equity interests of three entities, Heartland Agriculture, LLC,
Heartland Solutions, LLC, and Heartland Leveraged Lender, LLC, (collectively referred to as the "Heartland Companies") for
$94.4 million in cash consideration. The Heartland Companies consist of 12 CaseIH commercial application agriculture
locations, in the states of Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, South Dakota,
Washington, and Wisconsin. The Heartland Companies have been a successful CaseIH commercial application dealer group
and our acquisition of these entities provides the Company the opportunity for synergies due to the overlap of our footprints,
which allows us to package deals that will include both commercial application equipment as well as other agricultural and
construction equipment to commercial customers within our core footprint. These locations are included in the Company's
Agriculture segment. In the most recently completed fiscal year, prior to acquisition, the Heartland Companies generated
revenue of approximately $214 million. The results of operations for the Heartland Companies from the August 1, 2022
acquisition closing date through January 31, 2023, were approximately $103.2 million of revenue and $4.6 million of pre-tax
income. The Company incurred $1.1 million in acquisition related expenses in connection with this acquisition, which are
included in operating expenses in the consolidated statements of operations for the year ended January 31, 2023.
The Company has completed another acquisition that was not considered material to the overall consolidated financial
statements during the year ended January 31, 2023. This acquisition included the two locations of Mark's Machinery, Inc. on
April 1, 2022, in the state of South Dakota, which is included in the Agriculture segment. This acquisition has been included in
the consolidated financial statements from the date of the acquisition.
Fiscal 2022
The Company completed an acquisition that was not considered material to the overall consolidated financial
statements during the year ended January 31, 2022. This acquisition included the three locations of Jaycox Implement, Inc. on
December 1, 2021, in the states of Iowa and Minnesota. These locations are included in the Agriculture segment. This
acquisition has been included in the consolidated financial statements from the date of the acquisition.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
80
Purchase Price Allocation
Each of the above acquisitions has been accounted for under the acquisition method of accounting, which requires the
Company to estimate the acquisition date fair value of the assets acquired and liabilities assumed. As of January 31, 2024, all
business combinations from fiscal year 2024 are completed with the exception of the O'Connors acquisition for which we are
still finalizing the closing tax balances and intangible asset valuations. All business combinations from fiscal years 2023 and
prior are complete. The following summarizes the acquisition date fair value of consideration transferred and the acquisition
date fair value of the identifiable assets acquired and liabilities assumed, including an amount for goodwill (in thousands):
O’Connors
Heartland Companies
October 2, 2023
August 1, 2022
Assets acquired:
Cash
$
4,165 $
1,583
Receivables
8,323
9,007
Inventories
96,802
103,504
Prepaid expenses and other
314
602
Property and equipment
11,450
20,204
Operating lease assets
14,798
3,928
Intangible assets:
Non-Competition
—
700
Customer Relationships
10,928
200
Distribution Rights
21,470
6,200
Goodwill
24,261
21,087
Total assets
192,511
167,015
Liabilities Assumed:
Accounts payable
4,702
18,547
Floorplan payable
74,815
31,699
Current operating lease liabilities
1,064
541
Deferred revenue
12,008
5,195
Accrued expenses and other
17,284
3,523
Long-term debt
2,371
4,591
Operating lease liabilities
13,733
3,387
Other Long-term liabilities
—
5,152
Total liabilities
125,977
72,635
Net assets acquired
$
66,534 $
94,380
Goodwill recognized by segment:
Agriculture
$
— $
21,087
Australia
24,261
—
Goodwill expected to be deductible for tax purposes
—
21,087
The recognition of goodwill in the above business combinations arose from the acquisition of an assembled workforce
and anticipated synergies expected to be realized. The acquired non-competition and customer relationship intangible assets are
being amortized on a straight line basis over useful lives ranging from five to seven years. The distribution rights assets are
indefinite-lived intangible assets not subject to amortization, but are tested for impairment annually, or more frequently upon
the occurrence of certain events or when circumstances indicate that impairment may be present. The Company estimated the
fair value of these intangible assets using a multi-period excess earnings model, an income approach.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
81
Pro Forma Information
The following summarized unaudited pro forma condensed statement of operations information for the twelve months
ended January 31, 2024, 2023 and 2022, assumes that the Heartland Companies acquisition occurred as of February 1, 2021 and
O’Connors acquisition occurred as of February 1, 2022. The Company prepared the following summarized unaudited pro forma
financial results for comparative purposes only. The summarized unaudited pro forma information may not be indicative of the
results that would have occurred had the Company completed the acquisitions as of these dates or that will be attained in the
future.
Year Ended January 31,
2024
2023
2022
(in thousands)
Total Revenues
$
2,951,697
$
2,595,342
$
1,928,193
Net Income
$
122,126
$
120,339
$
77,664
NOTE 20 - FAIR VALUE OF FINANCIAL INSTRUMENTS
As of January 31, 2024 and 2023, the fair value of the Company's foreign currency contracts, which are either assets or
liabilities measured at fair value on a recurring basis, was not material. These foreign currency contracts were valued using a
discounted cash flow analysis, an income approach, utilizing readily observable market data as inputs, which is classified as a
Level 2 fair value measurement.
The Company also estimated the fair value of long-lived assets to be approximately zero in certain instances when no
future cash flows were assumed to be generated from the use of such assets and the expected sales values were deemed to be
nominal. All such fair value measurements were based on unobservable inputs and thus are Level 3 fair value inputs.
The Company also has financial instruments that are not recorded at fair value in the consolidated balance sheets,
including cash, receivables, payables, and long-term debt. The carrying amounts of these financial instruments approximated
their fair values as of January 31, 2024 and January 31, 2023. Approximate fair value of these financial instruments was
estimated based on Level 2 fair value inputs. The estimated fair value of the Company's Level 2 long-term debt, which is
provided for disclosure purposes only, is as follows:
January 31, 2024
January 31, 2023
(in thousands)
Carrying amount
$
99,031
$
81,349
Fair value
$
103,102
$
70,434
NOTE 21 - SEGMENT INFORMATION AND OPERATING RESULTS
The Company has four reportable segments: Agriculture, Construction, Europe and Australia. The Company's segments
are determined based on management structure, which is 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 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 in North America. This segment also includes ancillary sales and
services related to agricultural activities and products such as equipment transportation, 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
ancillary sales and services related to construction activities such as equipment transportation, GPS signal subscriptions and
finance and insurance products.
The Company’s Europe 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 and Germany. Similar to the
Agriculture segment, this segment also includes ancillary sales and services related to agricultural activities and products such
as equipment transportation, GPS signal subscriptions and finance and insurance products.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
82
The Company’s Australian 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 Southeastern Australia. This
segment also includes ancillary sales and services related to agricultural activities and products such as equipment
transportation, GPS signal subscriptions and finance and insurance products.
Revenue generated from sales to customers in the United States was $2.4 billion, $1.9 billion and $1.4 billion for the
years ended January 31, 2024, 2023 and 2022, respectively, no other individual country exceeded ten percent of total revenue.
As of January 31, 2024 and 2023, $305.5 million and $254.5 million of the Company's long-lived assets were held in United
States, respectively, and the remaining were held in the European and Australian subsidiaries.
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 Resource assets primarily consist of cash and property and
equipment. Revenue between segments is immaterial.
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
83
Certain financial information for each of the Company's business segments is set forth below.
(in thousands)
Revenue
Agriculture
$
2,044,263 $
1,601,720 $
1,076,751
Construction
332,463
308,457
317,164
Europe
311,910
299,129
317,991
Australia
69,809
—
—
Total
2,758,445
2,209,306
1,711,906
Income Before Income Taxes
Agriculture
$
121,072 $
102,733 $
60,567
Construction
18,346
18,569
15,543
Europe
16,487
20,197
12,552
Australia
4,115
—
—
Segment income before income taxes
160,020
141,499
88,662
Shared Resources
(8,980)
(6,258)
(1,761)
Total
$
151,040 $
135,241 $
86,901
Total Impairment
Europe
—
—
1,498
Total
$
— $
— $
1,498
Capital Expenditures
Agriculture
$
38,734 $
15,303 $
13,879
Construction
12,050
10,721
17,941
Europe
6,764
2,767
2,687
Australia
529
—
—
Segment capital expenditures
58,077
28,791
34,507
Shared Resources
4,284
7,691
3,119
Total
$
62,361 $
36,482 $
37,626
January 31, 2024
January 31, 2023
Total Assets
(in thousands)
Agriculture
$
1,183,367 $
788,265
Construction
257,142
187,739
Europe
280,354
170,647
Australia
225,421
—
Segment assets
1,946,284
1,146,651
Shared Resources
45,977
42,044
Total
$
1,992,261 $
1,188,695
Year Ended January 31,
2024
2023
2022
TITAN MACHINERY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
84
Schedule II—Valuation and Qualifying Accounts and Reserves
Titan Machinery Inc.
Classification
Beginning
Balance
Additions
Charged to
Expenses
Deductions
for Write-
offs, Net of
Recoveries
Foreign
Currency
Translation
Adjustments
Ending
Balance
(in thousands)
Valuation reserve deduction from receivables:
Year Ended January 31, 2024
$
3,440 $
928 $
(922) $
57 $
3,503
Year Ended January 31, 2023
2,448
1,674
(655)
(27)
3,440
Year Ended January 31, 2022
4,933
260
(2,688)
(57)
2,448
85
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
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 Exchange Act as of the end of the period covered by this Form 10-K,
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.
Management's Report on Internal Control Over Financial Reporting. Management is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and
15d-15(f). Under the supervision and with the participation of management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"). Based on that evaluation, management has concluded that the Company’s disclosure
controls and procedures were effective at January 31, 2024 to ensure that the information required to be disclosed by the
Company in this annual report on Form 10-K is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms and is accumulated and communicated to the Company’s management including the principal
executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
As previously disclosed, we completed the acquisition of the O'Connors on October 2, 2023, and, as permitted by SEC
guidance for newly acquired businesses, we have elected to exclude the acquired operation of the O'Connors from the scope of
design and operation of our internal controls over financial reporting and procedures for the year ended January 31, 2024.
O'Connors constitute 11.3% of total assets and 2.5% of total revenue of the consolidated financial statement amounts as of and
for the year ended January 31, 2024. The Company is in the process of evaluating the existing controls and procedures of
O'Connors and integrating O'Connors into its system of internal controls over financial reporting.
Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial
statements included in this Form 10-K, has also audited our internal control over financial reporting as of January 31, 2024, as
stated in their report included in Item 8, Financial Statements and Supplementary Data, of this Form 10-K.
Changes in Internal Control over Financial Reporting. 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 ended
January 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
Securities Trading Plans of Directors and Officers
During the three months ended January 31, 2024, no director or officer of the Company adopted or terminated a “Rule
10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation
S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Other than the information included in Part I of this Form 10-K under the heading "Information About Our Executive
Officers," the information required by this Item 10 is incorporated by reference to the sections labeled "Board of Directors" and
"Corporate Governance," all of which will appear in our definitive proxy statement for our 2024 Annual Meeting of
Stockholders.
86
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated herein by reference to the sections labeled "Compensation
Discussion and Analysis," "Compensation Committee Report," "Compensation Committee Interlocks and Insider
Participation," "Executive Compensation (excluding the information under the subheading "Pay Versus Performance")," and
"Non-Employee Director Compensation," all of which will appear in our definitive proxy statement for our 2024 Annual
Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item 12 is incorporated herein by reference to the sections entitled "Security Ownership
of Principal Stockholders and Management" and "Executive Compensation - Equity Compensation Plan Information," both of
which will appear in our definitive proxy statement for our 2024 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item 13 is incorporated herein by reference to the sections entitled "Corporate
Governance—Independence" and "Certain Relationships and Related Transactions," both of which will appear in our definitive
proxy statement for our 2024 Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item 14 is incorporated herein by reference to the section entitled "Fees of the
Independent Registered Public Accounting Firm," which will appear in our definitive proxy statement for our 2024 Annual
Meeting of Stockholders.
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)
Documents filed as part of this report.
(1) Financial Statements. The following financial statements are included in Part II, Item 8 of this Annual Report on
Form 10-K:
Report of Deloitte & Touche LLP on Consolidated Financial Statements as of January 31, 2024 and 2023
and for each of the three years in the period ended January 31, 2024
Report of Deloitte & Touche LLP on Internal Control Over Financial Reporting as of January 31, 2024
Consolidated Balance Sheets as of January 31, 2024 and 2023
Consolidated Statements of Operations for each of the three years in the period ended January 31, 2024
Consolidated Statements of Comprehensive Income for each of the three years in the period ended
January 31, 2024
Consolidated Statements of Stockholders' Equity for each of the three years in the period ended January 31,
2024
Consolidated Statements of Cash Flows for each of the three years in the period ended January 31, 2024
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules. The following consolidated financial statement schedule should be read in
conjunction with the consolidated financial statements and Report of Deloitte & Touche LLP on the consolidated
financial statements included in Part II, Item 8 of this annual report on Form 10-K:
Schedule II—Valuation and Qualifying Accounts and Reserves
All other financial statement schedules have been omitted, because they are not applicable, are not required,
or the information is included in the Financial Statements or Notes thereto
(3) Exhibits. See the Exhibit Index to our Form 10-K immediately following below:
87
EXHIBIT INDEX
TITAN MACHINERY INC.
FORM 10-K
2.1
Securities Purchase Agreement, dated as of July 8, 2022, by and among Titan Machinery Inc.; Heartland
Agriculture, LLC; Gordon Glade, Jeff Keller, Robert Caldwell and Michael Stopkotte; Michael Anderson, Barb
Anderson, David Clare, Scott Reins, Shawn Sterling, The Constance Kent Revocable Trust and Lenco
Enterprises, LLC; and Robert Caldwell, solely in his capacity as Seller Representative (incorporated herein by
reference to Exhibit 2.1 of the registrant's Current Report on Form 8-K filed with the Commission on July 14,
2022).
2.1.1
Amendment No. 1 to Securities Purchase Agreement, dated as of July 28, 2022, by and among Titan Machinery
Inc.; Heartland Agriculture, LLC; Gordon Glade, Jeff Keller, Robert Caldwell and Michael Stopkotte; Michael
Anderson, Barb Anderson, David Clare, Scott Reins, Shawn Sterling, The Constance Kent Revocable Trust and
Lenco Enterprises, LLC; and Robert Caldwell, solely in his capacity as Seller Representative (incorporated herein
by reference to Exhibit 2.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on
September 9, 2022).
2.2
Securities Purchase Agreement, dated as of July 8, 2022, by and among Titan Machinery Inc.; Heartland
Solutions, LLC; Oak Hill Capital, LLC, Jeff Keller and Robert Caldwell; Robert Caldwell, solely in his capacity
as Seller Representative; and solely for purposes of being bound by Sections 6.07 and 9.13 thereof, Gordon Glade
(incorporated herein by reference to Exhibit 2.2 of the registrant's Current Report on Form 8-K filed with the
Commission on July 14, 2022).
2.3
Securities Purchase Agreement, dated as of July 8, 2022, by and among Titan Machinery Inc.; Heartland
Leverage Lender, LLC; Gordon Glade, Jeff Keller and Robert Caldwell; and Robert Caldwell, solely in his
capacity as Seller Representative (incorporated herein by reference to Exhibit 2.3 of the registrant's Current
Report on Form 8-K filed with the Commission on July 14, 2022).
2.3.1
Amendment No. 1 to Securities Purchase Agreement, dated as of July 29, 2022, by and among Titan Machinery
Inc.; Heartland Leverage Lender, LLC; Gordon Glade, Jeff Keller and Robert Caldwell; and Robert Caldwell,
solely in his capacity as Seller Representative (incorporated herein by reference to Exhibit 2.2 of the registrant's
Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).
3.1
Certificate of Incorporation of the registrant, as amended (incorporated herein by reference to Exhibit 3.1 of the
registrant's Quarterly Report on Form 10-Q filed with the Commission on September 10, 2012, File No.
001-33866).
3.2
Bylaws of the registrant, as amended (incorporated herein by reference to Exhibit 3.2 of the registrant's Annual
Report on Form 10-K filed with the Commission on April 16, 2009, File No. 001-33866).
4.1
Specimen Certificate representing shares of common stock of Titan Machinery Inc. (incorporated by reference to
Exhibit 4.1 of the registrant's Amendment No. 6 to Registration Statement on Form S-1, Reg. No. 333-145526,
filed with the Commission on December 3, 2007).
4.2
Description of Securities of Titan Machinery registered under Section 12 of the Exchange Act of 1934, as
amended (incorporated herein by reference to Exhibit 4.3 of the registrant's Annual Report on Form 10-K filed
with the Commission on April 7, 2020).
10.1
Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant
(incorporated herein by reference to Exhibit 10.2 of the registrant's Annual Report on Form 10-K filed with the
Commission on April 10, 2013, File No. 001-33866).**
10.1.1
Amendment dated March 1, 2014 to the Amended and Restated Employment Agreement, dated March 6, 2013,
between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.54 of the registrant's
Annual Report on Form 10-K filed with the Commission on April 11, 2014).**
10.1.2
Amendment dated October 17, 2023 to the Amended and Restated Employment Agreement, dated March 6,
2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.1 of the registrant's
Quarterly Report on Form 10-Q filed with the Commission on December 7, 2023)
10.2
Executive Employment Agreement, dated October 17, 2023, between Bryan J. Knutson and the registrant
(incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the
Commission on December 7, 2023).**
10.3
Executive Employment Agreement, dated September 29, 2022, between Robert Larsen and the Company
(incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the
Commission on September 30, 2022).**
No.
Description
88
10.4
Agricultural Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial America LLC
and the registrant (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form
10-Q filed with the Commission on June 2, 2017).
10.4.1
Amendment to the Agricultural Equipment Sales & Service Agreement, dated May 31, 2017, between CNH
Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.4 of the registrant's
Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
10.5
Form of CaseIH Agriculture Equipment Sales and Service Agreement between CNH Industrial America LLC and
Titan Machinery Inc. (incorporated herein by reference to Exhibit 10.3 of the registrant’s Quarterly Report on
Form 10-Q filed with the Commission on September 9, 2022).
10.5.1
Revision 1 to the Case IH Agricultural Equipment Sales and Service Agreement between CNH Industrial
America LLC and Titan Machinery Inc. (incorporated herein by reference to Exhibit 10.4 of the registrant’s
Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).
10.6
Construction Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial
America LLC and the registrant (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly
Report on Form 10-Q filed with the Commission on June 2, 2017).
10.6.1
Amendment to the Construction Equipment Sales & Service Agreement, dated May 31, 2017, between CNH
Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant's
Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
10.7
New Holland Equipment Sales & Service Agreement, dated May 31, 2017, between CNH Industrial
America LLC and the registrant (incorporated herein by reference to Exhibit 10.5 of the registrant's Quarterly
Report on Form 10-Q filed with the Commission on June 2, 2017).
10.7.1
Amendment to the New Holland Equipment Sales & Service Agreement, dated May 31, 2017, between CNH
Industrial America LLC and the registrant (incorporated herein by reference to Exhibit 10.6 of the registrant's
Quarterly Report on Form 10-Q filed with the Commission on June 2, 2017).
10.8
Dealer Security Agreement dated April 14, 2003 between New Holland North America, Inc. and the registrant
(incorporated herein by reference to Exhibit 10.14 of the registrant's Amendment No. 2 to Registration Statement
on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
10.9
Dealer Security Agreements between CNH America LLC and the registrant (incorporated herein by reference to
Exhibit 10.15 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526,
filed with the Commission on October 10, 2007).
10.10
Agreement to Grant Commercial Application Equipment Distribution Rights, dated as of August 1, 2022, by and
between CNH Industrial America LLC and Titan Machinery Inc. (incorporated herein by reference to Exhibit
10.2 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission on September 9, 2022).
10.11
Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement, dated November 13, 2007,
between CNH Capital America LLC and the registrant (incorporated herein by reference to Exhibit 10.25 of the
registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the
Commission on November 27, 2007).
10.11.1
Letter Agreement with CNH Capital America, LLC dated September 30, 2011, amending the November 13, 2007
Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by
reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on
December 9, 2011, File No. 001-33866).
10.11.2
Letter Agreement with CNH Capital America, LLC dated November 20, 2012, amending the November 13, 2007
Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by
reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on
December 6, 2012, File No. 001-33866).
10.11.3
Letter Agreement with CNH Capital America, LLC dated February 15, 2013, amending the November 13, 2007
Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by
reference to Exhibit 10.49 of the registrant's Annual Report on Form 10-K filed with the Commission on
April 10, 2013, File No. 001-33866).
10.11.4
Amendment dated December 8, 2014 to the Amended and Restated Wholesale Floor Plan Credit Facility and
Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital
America LLC (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q
filed with the Commission on December 10, 2014, File No. 001-33866).
No.
Description
89
10.11.5*
Letter Agreement, dated December 6, 2023, to the Amended and Restated Wholesale Floor Plan Credit Facility
and Security Agreement and Inventory Finance Agreement, dated November 13, 2007 and December 17, 2018
respectively, by and between Titan Machinery Inc. and CNH Industrial Capital America LLC (incorporated
herein by reference to Exhibit 10.4 of the registrant’s Quarterly Report on Form 10-Q filed with the Commission
on December 7, 2023).
10.11.6
Inventory Finance Agreement, dated December 17, 2018, between CNH Industrial Capital Australia Pty Limited
and J.J. O'Connor & Sons Pty Ltd. (incorporated herein by reference to Exhibit 10.4 of the registrant’s Quarterly
Report on Form 10-Q filed with the Commission on December 7, 2023).
10.11.7
Third Amendment, dated January 31, 2023, to the Amended and Restated Third Revolving Credit Agreement
dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC.
10.12
Third Amended and Restated Credit Agreement, dated as of April 3, 2020, by and among the registrant, as
Borrower, the financial institutions party thereto, as lenders, Bank of America, N.A., as Administrative Agent,
Bank of American, N.A., Wells Fargo Bank N.A., and Regions Bank, as Joint Lead Arrangers and Joint Book
Runners, Wells Fargo Bank, N.A., and Regions Bank, as Joint Syndication Agents, and BBVA USE as
Documentation Agent (incorporated by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-
Q filed with the Commission on June 4, 2020).
10.12.1
Amendment dated June 4, 2021 to the Third Amended and Restated Credit Agreement, dated as of April 3, 2020,
by and among the registrant, as Borrower, the financial institutions party thereto, as lenders, Bank of America,
N.A., as Administrative Agent, Bank of American, N.A., Wells Fargo Bank N.A., and Regions Bank, as Joint
Lead Arrangers and Joint Book Runners, Wells Fargo Bank, N.A., and Regions Bank, as Joint Syndication
Agents, and BBVA USE as Documentation Agent (incorporated by reference to Exhibit 10.1 of the registrant's
Quarterly Report on Form 10-Q filed with the Commission on September 3, 2021).
10.12.2
Amendment No. 2 to Third Amended and Restated Credit Agreement, dated October 31, 2022, by and among
Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the
Commission on December 8, 2022).
10.12.3
Amendment No. 3 to Third Amended and Restated Credit Agreement, dated September 1, 2023, by and among
Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the
Commission on September 7, 2023).
10.12.3
Joinder to Third Amended and Restated Credit Agreement, dated as of August 31, 2022, by and among Titan
Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.5 of the registrant’s Quarterly Report on Form 10-Q filed with the
Commission on September 9, 2022).
10.12.4
Joinder to Third Amended and Restated Guaranty and Security Agreement, dated as of August 31, 2022, by and
among Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America,
N.A. (incorporated herein by reference to Exhibit 10.6 of the registrant’s Quarterly Report on Form 10-Q filed
with the Commission on September 9, 2022).
10.14
Amended and Restated Titan Machinery Inc. 2014 Equity Incentive Plan (incorporated herein by reference to
Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the Commission on June 9, 2020).**
10.15
Form of Titan Machinery Inc. Restricted Stock Agreement (for non-employee directors) under the Amended and
Restated Titan Machinery Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.12.2 of
the registrant's Quarterly Report on Form 10-K filed with the Commission on April 1, 2022).**
10.16
Form of Titan Machinery Inc. Restricted Stock Agreement under the Amended and Restated Titan Machinery
Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly
Report on Form 10-Q filed with the Commission on June 4, 2020).**
10.17
Form of Titan Machinery Inc. Restricted Stock Unit Agreement under the Amended and Restated Titan
Machinery Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the registrant's
Quarterly Report on Form 10-Q filed with the Commission on June 4, 2020).**
10.18
Form of Director and Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.19 of
the registrant's Annual Report on Form 10-K with the Commission on April 5, 2019).
10.19
Titan Machinery Inc. Non-Employee Director Compensation Plan (incorporated herein by reference to Exhibit
10.20 of the registrant's Annual Report on Form 10-K with the Commission on April 1, 2022).**
No.
Description
90
10.20
Description of Titan Machinery Inc.’s Executive Cash Bonus Plan (incorporated herein by reference to Exhibit
10.34 of the registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2015). **
21.1*
Subsidiaries of Titan Machinery Inc.
23.1*
Consent of Deloitte & Touche LLP
24.1*
Power of Attorney
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
97*
Clawback Policy, dated as of September 7, 2023
101*
The following materials from Titan Machinery Inc.'s Annual Report on Form 10-K for the year ended January 31,
2024 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of
January 31, 2024 and 2023, (ii) the Consolidated Statements of Operations for the fiscal years ended January 31,
2024, 2023 and 2022, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended
January 31, 2024, 2023 and 2022, (iv) the Consolidated Statements of Stockholders' Equity for the fiscal years
ended January 31, 2024, 2023 and 2022, (v) the Consolidated Statements of Cash Flows for the fiscal years ended
January 31, 2024, 2023 and 2022, and (vi) the Notes to the Consolidated Financial Statements.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
No.
Description
______________________________________________________
*
Filed herewith
**
Indicates management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
91
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: April 3, 2024
TITAN MACHINERY INC.
By
/s/BRYAN KNUTSON
By
/s/ ROBERT LARSEN
Bryan Knutson,
President and Chief Executive Officer
Robert Larsen,
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following
persons
on
behalf
of
the
registrant
and
in
the
capacities
and
on
the
dates
indicated:
Signature
Title
Date
/s/ BRYAN KNUTSON
President, Chief Executive Officer (principal executive
officer) and Director
April 3, 2024
Bryan Knutson
/s/ ROBERT LARSEN
Chief Financial Officer (principal financial officer and
principal accounting officer)
April 3, 2024
Robert Larsen
*
Executive Chairman of the Board of Directors
April 3, 2024
David J. Meyer
*
Director
Frank Anglin III
April 3, 2024
*
Director
Tony Christianson
April 3, 2024
*
Director
Stan Erickson
April 3, 2024
*
Director
Christine Hamilton
April 3, 2024
*
Director
Jody Horner
April 3, 2024
*
Director
Richard Lewis
April 3, 2024
*
Director
Richard Mack
April 3, 2024
*By
/s/ ROBERT LARSEN
Robert Larsen, Attorney-in-Fact
92