Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jan. 31, 2015 | Apr. 01, 2015 | Jul. 31, 2014 |
Document and Entity Information | |||
Entity Registrant Name | Titan Machinery Inc. | ||
Entity Central Index Key | 1409171 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Jan-15 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $255.60 | ||
Entity Common Stock, Shares Outstanding | 21,397,231 | ||
Document Fiscal Year Focus | 2015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ||
Cash | $127,528 | $74,242 |
Receivables, net | 76,382 | 97,894 |
Inventories | 879,440 | 1,075,978 |
Prepaid expenses and other | 10,634 | 24,740 |
Income taxes receivable | 166 | 851 |
Deferred income taxes | 19,025 | 13,678 |
Assets held for sale | 15,312 | |
Total current assets | 1,128,487 | 1,287,383 |
INTANGIBLES AND OTHER ASSETS | ||
Noncurrent parts inventories | 5,098 | |
Goodwill | 0 | 24,751 |
Intangible assets, net of accumulated amortization | 5,458 | 11,750 |
Other | 7,122 | 7,666 |
Total intangibles and other assets | 12,580 | 49,265 |
Property and Equipment, net of accumulated depreciation | 208,680 | 228,000 |
Total Assets | 1,349,747 | 1,564,648 |
CURRENT LIABILITIES | ||
Accounts payable | 17,659 | 23,714 |
Floorplan payable | 627,249 | 750,533 |
Current maturities of long-term debt | 7,749 | 2,192 |
Customer deposits | 35,090 | 61,286 |
Accrued expenses | 35,496 | 36,968 |
Income taxes payable | 3,529 | 344 |
Liabilities held for sale | 2,835 | |
Total current liabilities | 729,607 | 875,037 |
LONG-TERM LIABILITIES | ||
Senior convertible notes | 132,350 | 128,893 |
Long-term debt, less current maturities | 67,123 | 95,532 |
Deferred income taxes | 38,996 | 47,329 |
Other long-term liabilities | 3,312 | 6,515 |
Total long-term liabilities | 241,781 | 278,269 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Common stock, par value $.00001 per share, 45,000 shares authorized; 21,406 shares issued and outstanding at January 31, 2015; 21,261 shares issued and outstanding at January 31, 2014 | 0 | 0 |
Additional paid-in-capital | 240,180 | 238,857 |
Retained earnings | 137,418 | 169,575 |
Accumulated other comprehensive income (loss) | -1,099 | 339 |
Total Titan Machinery Inc. stockholders' equity | 376,499 | 408,771 |
Noncontrolling interest | 1,860 | 2,571 |
Total stockholders' equity | 378,359 | 411,342 |
Total Liabilities and Stockholders' Equity | $1,349,747 | $1,564,648 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, authorized shares | 45,000,000 | 45,000,000 |
Common stock, issued shares | 21,406,000 | 21,261,000 |
Common stock, outstanding shares | 21,406,000 | 21,261,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
REVENUE | |||
Equipment | $1,398,195 | $1,722,738 | $1,763,877 |
Parts | 270,262 | 275,750 | 242,368 |
Service | 147,356 | 149,082 | 127,779 |
Rental and other | 84,433 | 78,876 | 64,396 |
Total Revenue | 1,900,246 | 2,226,446 | 2,198,420 |
COST OF REVENUE | |||
Equipment | 1,286,148 | 1,576,246 | 1,600,233 |
Parts | 189,540 | 192,199 | 169,164 |
Service | 53,924 | 54,608 | 45,748 |
Rental and other | 62,250 | 55,319 | 43,914 |
TOTAL COST OF REVENUE | 1,591,862 | 1,878,372 | 1,859,059 |
GROSS PROFIT | 308,384 | 348,074 | 339,361 |
OPERATING EXPENSES | 273,271 | 291,202 | 247,557 |
Impairment and Realignment Costs | 34,390 | 9,997 | 0 |
INCOME FROM OPERATIONS | 723 | 46,875 | 91,804 |
OTHER INCOME (EXPENSE) | |||
Interest income and other income (expense) | -4,272 | 2,109 | 1,654 |
Floorplan interest expense | -20,477 | -16,764 | -13,297 |
Other interest expense | -14,314 | -13,791 | -9,465 |
Income (Loss) Before Income Taxes | -38,340 | 18,429 | 70,696 |
Provision for (Benefit from) Income Taxes | -4,923 | 10,325 | 28,137 |
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST | -33,417 | 8,104 | 42,559 |
LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST | -1,260 | -747 | 86 |
Net Income (Loss) Attributable to Titan Machinery Inc. | -32,157 | 8,851 | 42,473 |
Net (Income) Loss Allocated to Participating Securities | 559 | -129 | -443 |
Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders | ($31,598) | $8,722 | $42,030 |
EARNINGS PER SHARE-NOTE 1 | |||
Earnings (Loss) per share - basic (in dollars per share) | ($1.51) | $0.42 | $2.02 |
Earnings (Loss) per share - diluted (in dollars per share) | ($1.51) | $0.41 | $2 |
WEIGHTED AVERAGE COMMON SHARES-BASIC (in shares) | 20,989 | 20,894 | 20,787 |
WEIGHTED AVERAGE COMMON SHARES-DILUTED (in shares) | 20,989 | 21,040 | 20,987 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Net income (loss) including noncontrolling interest | ($33,417) | $8,104 | $42,559 |
Other Comprehensive Income (Loss) | |||
Foreign currency translation adjustments | -3,043 | 2,314 | -299 |
Unrealized gain (loss) on net investment hedge derivative instruments, net of tax expense (benefit) of $1,900, $114, and ($325) for the years ended January 31, 2015, 2014, and 2013, respectively | 2,849 | 170 | -509 |
Unrealized loss on interest rate swap cash flow hedge derivative instrument, net of tax benefit of ($1,038) and ($490) for the years ended January 31, 2015 and 2014, respectively | -1,557 | -737 | 0 |
Unrealized gain (loss) on foreign currency contract cash flow hedge derivative instruments, net of tax expense (benefit) of $29 and ($85) for the years ended January 31, 2015 and 2014, respectively | 44 | -126 | 0 |
Total Other Comprehensive Income (Loss) | -1,308 | 1,621 | -808 |
COMPREHENSIVE INCOME (LOSS) | -34,725 | 9,725 | 41,751 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST | -1,130 | -200 | -57 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO TITAN MACHINERY INC. | -33,595 | 9,925 | 41,808 |
Interest Rate Swap | |||
Other Comprehensive Income (Loss) | |||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | 354 | 0 | 0 |
Foreign Exchange Contract | |||
Other Comprehensive Income (Loss) | |||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | $45 | $0 | $0 |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Tax expense (benefit) on unrealized gain (loss) on net investment hedge derivative instruments | $1,900 | $114 | ($325) |
Interest Rate Swap | |||
Tax expense (benefit) on reclassification of gain (loss) on reclassification of gain (loss) on foreign currency contract cash flow hedge derivative instruments | -235 | 0 | 0 |
Foreign Exchange Contract | |||
Tax expense (benefit) on reclassification of gain (loss) on reclassification of gain (loss) on foreign currency contract cash flow hedge derivative instruments | -31 | 0 | 0 |
Designated as Hedging Instrument | Interest Rate Contract | |||
Tax expense (benefit) on unrealized gain (loss) on cash flow hedge derivative instruments | -1,038 | -490 | 0 |
Designated as Hedging Instrument | Cash Flow Hedging | |||
Tax expense (benefit) on unrealized gain (loss) on cash flow hedge derivative instruments | $29 | ($85) | $0 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Noncontrolling Interest | Total Titan Machinery Inc. Stockholders' Equity | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Translation Adjustment | Net Investment Hedges | Accumulated Net Unrealized Investment Gain (Loss) | Interest Rate Contract | Cash Flow Hedging | Accumulated Other Comprehensive Loss |
In Thousands, unless otherwise specified | ||||||||||||
BALANCE at Jan. 31, 2012 | $337,339 | $1,002 | $336,337 | $218,156 | $118,251 | ($70) | ($70) | |||||
BALANCE (in shares) at Jan. 31, 2012 | 20,911 | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Senior convertible notes offering | 15,546 | 15,546 | 15,546 | |||||||||
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options and warrants, and tax benefits of equity awards | 1,189 | 1,189 | 1,189 | |||||||||
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options and warrants, and tax benefits of equity awards (in shares) | 181 | |||||||||||
Issuance of subsidiary shares to noncontrolling interest holders | 2,464 | 2,464 | ||||||||||
Stock-based compensation expense | 1,630 | 1,630 | 1,630 | |||||||||
Comprehensive income (loss): | ||||||||||||
Net income (loss) | 42,559 | 86 | 42,473 | 42,473 | ||||||||
Total Other Comprehensive Income (Loss) | -808 | -143 | -665 | -156 | -509 | -665 | ||||||
COMPREHENSIVE INCOME (LOSS) | 41,751 | -57 | 41,808 | |||||||||
BALANCE at Jan. 31, 2013 | 399,919 | 3,409 | 396,510 | 236,521 | 160,724 | -226 | -509 | -735 | ||||
BALANCE (in shares) at Jan. 31, 2013 | 21,092 | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options and warrants, and tax benefits of equity awards | 254 | 254 | 254 | |||||||||
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options and warrants, and tax benefits of equity awards (in shares) | 147 | |||||||||||
Stock-based compensation expense | 2,131 | 2,131 | 2,131 | |||||||||
Other | -687 | -638 | -49 | 22 | -49 | |||||||
Comprehensive income (loss): | ||||||||||||
Net income (loss) | 8,104 | -747 | 8,851 | 8,851 | ||||||||
Total Other Comprehensive Income (Loss) | 1,621 | 547 | 1,074 | 1,767 | 170 | -737 | -126 | 1,074 | ||||
COMPREHENSIVE INCOME (LOSS) | 9,725 | -200 | 9,925 | |||||||||
BALANCE at Jan. 31, 2014 | 411,342 | 2,571 | 408,771 | 238,857 | 169,575 | 1,541 | -339 | -737 | -126 | 339 | ||
BALANCE (in shares) at Jan. 31, 2014 | 21,261 | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options and warrants, and tax benefits of equity awards | -310 | -310 | -310 | |||||||||
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options and warrants, and tax benefits of equity awards (in shares) | 145 | |||||||||||
Stock-based compensation expense | 2,135 | 2,135 | 2,135 | |||||||||
Other | -83 | 419 | -502 | 0 | -502 | |||||||
Comprehensive income (loss): | ||||||||||||
Net income (loss) | -33,417 | -1,260 | -32,157 | -32,157 | ||||||||
Total Other Comprehensive Income (Loss) | -1,308 | 130 | -1,438 | -3,173 | 2,849 | -1,203 | 89 | -1,438 | ||||
COMPREHENSIVE INCOME (LOSS) | -34,725 | -1,130 | -33,595 | |||||||||
BALANCE at Jan. 31, 2015 | $378,359 | $1,860 | $376,499 | $240,180 | $137,418 | ($1,632) | $2,510 | ($1,940) | ($37) | ($1,099) | ||
BALANCE (in shares) at Jan. 31, 2015 | 21,406 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
OPERATING ACTIVITIES | |||
Net income (loss) including noncontrolling interest | ($33,417) | $8,104 | $42,559 |
Adjustments to reconcile net income including noncontrolling interest to net cash used for operating activities | |||
Depreciation and amortization | 31,768 | 30,794 | 23,464 |
Impairment | 31,225 | 9,997 | 0 |
Deferred income taxes | -14,837 | -4,939 | 6,108 |
Stock-based compensation expense | 2,135 | 2,131 | 1,630 |
Noncash interest expense | 4,723 | 4,537 | 3,440 |
Unrealized foreign currency (gain) loss on loans to international subsidiaries | 5,788 | -534 | -943 |
Other, net | 90 | -515 | -228 |
Changes in assets and liabilities, net of purchase of equipment dealerships assets and assumption of liabilities | |||
Receivables, prepaid expenses and other assets | 25,395 | 13,067 | -41,598 |
Inventories | 171,595 | -182,374 | -169,919 |
Manufacturer floorplan payable | -157,352 | 27,630 | 20,189 |
Accounts payable, customer deposits, accrued expenses and other long-term liabilities | -29,603 | 10,173 | -2,739 |
Income taxes | 3,548 | -314 | 2,712 |
Net Cash Provided by (Used for) Operating Activities | 41,058 | -82,243 | -115,325 |
INVESTING ACTIVITIES | |||
Rental fleet purchases | -806 | -783 | -13,358 |
Property and equipment purchases (excluding rental fleet) | -16,206 | -18,227 | -26,474 |
Proceeds from sale of property and equipment | 16,803 | 16,712 | 8,422 |
Purchase of equipment dealerships, net of cash purchased | -584 | -4,848 | -31,877 |
Proceeds upon settlement of net investment hedge derivative instruments | 5,840 | 1,108 | 0 |
Payments upon settlement of net investment hedge derivative instruments | -915 | -981 | -834 |
Other, net | 271 | -58 | 9 |
Net Cash Provided by (Used for) Investing Activities | 4,403 | -7,077 | -64,112 |
FINANCING ACTIVITIES | |||
Proceeds from senior convertible notes offering, net of direct issuance costs of $4,753 | 145,247 | ||
Net change in non-manufacturer floorplan notes payable | 41,114 | 31,395 | 108,417 |
Proceeds from long-term debt borrowings | 113,000 | 143,918 | 113,967 |
Principal payments on long-term debt | -140,728 | -133,960 | -145,509 |
Payments on other long-term liabilities | -3,748 | ||
Proceeds from sale of subsidiary shares to noncontrolling interest holders | 2,464 | ||
Other, net | -634 | -1,550 | -359 |
Net Cash Provided by Financing Activities | 9,004 | 39,803 | 224,227 |
Effect of Exchange Rate Changes on Cash | -1,179 | -601 | -272 |
Net Change in Cash | 53,286 | -50,118 | 44,518 |
Cash at Beginning of Period | 74,242 | 124,360 | 79,842 |
Cash at End of Period | 127,528 | 74,242 | 124,360 |
Cash paid during the period | |||
Income taxes, net of refunds | 6,369 | 15,729 | 18,625 |
Interest | 30,044 | 26,134 | 17,733 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Net property and equipment financed with long-term debt, accounts payable and accrued liabilities | 3,829 | 22,242 | 36,482 |
Net transfer of assets to property and equipment from inventories | $8,128 | $41,582 | $15,374 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Jan. 31, 2013 |
Statement of Cash Flows [Abstract] | |
Direct issuance costs | $4,753 |
BUSINESS_ACTIVITY_AND_SIGNIFIC
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||
Jan. 31, 2015 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES | BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Nature of Business | ||||||||||||
Titan Machinery Inc. (the "Company") is engaged in the retail sale, service and rental of agricultural and construction machinery through stores in the United States and Europe. The Company's North American stores are located in Arizona, Colorado, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, South Dakota, Wisconsin and Wyoming, and its European stores are located in Bulgaria, Romania, Serbia and Ukraine. | ||||||||||||
Seasonality | ||||||||||||
The agricultural and construction equipment businesses are highly seasonal, which causes the Company's quarterly results and available cash flow 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 spring planting and fall 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 typically highest during its 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 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 U.S. because of its 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 and majority-owned subsidiaries. All significant accounts, transactions and profits between the consolidated companies have been eliminated in consolidation. | ||||||||||||
The accounts of the Company's foreign subsidiaries are consolidated as of December 31 of each year. No events occurred related to these subsidiaries in January 2015 that would have materially affected the consolidated financial position, results of operations or cash flows. | ||||||||||||
Reclassifications | ||||||||||||
Certain reclassifications of amounts previously reported have been made to the accompanying consolidated statements of cash flows, to maintain consistency and comparability between periods presented. These reclassifications had no impact on previously reported cash flows from operating, investing or financing activities. | ||||||||||||
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, initial valuation and impairment of intangible assets and goodwill, collectability of receivables, and income taxes. | ||||||||||||
Concentrations of Credit Risk | ||||||||||||
The Company's sales are to agricultural and construction equipment customers principally in the states and European countries 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 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 entities' equipment. 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. | ||||||||||||
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 | ||||||||||||
•CNH Industrial provides floorplan payable financing for the purchase of a substantial portion of its inventory | ||||||||||||
• | CNH Industrial provides a significant percentage of the financing used by its customers to purchase CNH Industrial equipment from the Company. | |||||||||||
Receivables and Credit Policy | ||||||||||||
Trade accounts receivable due from customers are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Balances unpaid after 30 days 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 discount programs, incentive programs and repair services performed on equipment with a remaining factory warranty. 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. | ||||||||||||
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 (specific identification) or market value with adjustments for decreases in market value on inventory rented but available for sale, estimated as a percentage of the rental income received on such inventory. All new and used equipment inventories, including that which has been rented, are subject to periodic lower of cost or market evaluation that considers various factors including aging of equipment and market conditions. Equipment inventory values are adjusted whenever the carrying amount exceeds the estimated market value. Parts inventories are valued at the lower of average cost or market value. The Company estimates a reserve on its parts inventories based on various factors including aging and sales of each type of parts inventory. Work in process is valued at the retail rates of labor incurred and parts inventories used on service work in process at year end. | ||||||||||||
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 10 - 40 years or lease term | |||||||||||
Machinery and equipment | 3 - 10 years | |||||||||||
Furniture and fixtures | 3 - 10 years | |||||||||||
Vehicles | 5 - 10 years | |||||||||||
Rental fleet | 3 - 10 years | |||||||||||
Depreciation for income tax reporting purposes is computed using accelerated methods. | ||||||||||||
Goodwill | ||||||||||||
Goodwill represents the excess of the purchase price over the fair value of the net assets, including identifiable intangible assets, of the businesses acquired. Goodwill 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 Company performs its annual impairment test as of the end of its fiscal year. | ||||||||||||
Goodwill is tested for impairment 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. The Company identified two reporting units which carried a goodwill balance prior to impairment recorded in the current year: the Agriculture operating segment and the Serbian component within the International operating segment. | ||||||||||||
The goodwill impairment analysis is performed under a two-step impairment model. Step one of the analysis compares the estimated fair value of a reporting unit to its carrying value. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment, if any. The second step measures the amount of impairment loss, if any, by comparing the implied fair value of goodwill, which is estimated by comparing the estimated fair value of the reporting unit as a whole to the fair value of the underlying assets and liabilities of the reporting unit. An impairment charge is recognized for any excess of the carrying value of goodwill over the implied fair value. See Note 5 for details and results of the Company's impairment testing in the years ended January 31, 2015 and 2014. | ||||||||||||
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 is three years for customer relationships and the contractual term for covenants not to compete, which range from three to ten 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. As such, 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 Company performs its annual impairment test as of December 31st of each year. The impairment test is performed by comparing the carrying value to its estimated fair value. | ||||||||||||
Indefinite-lived intangible assets are tested for impairment at the lowest level in which identifiable cash flows can be attributed to the asset. The Company has determined that the lowest level of cash flows which can be attributed to the distribution rights intangible assets is equal to the store, or complex of stores, acquired in the business combination which resulted in the initial recognition of the intangible asset, plus any additional store locations operating within the geographical area of the distribution rights. See Note 5 for details and results of the Company's impairment testing in the years ended January 31, 2015 and 2014. | ||||||||||||
Impairment of Long-Lived Assets | ||||||||||||
The Company's long-lived assets consist of its intangible assets and 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 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. | ||||||||||||
As of January 31, 2015, the Company determined that the current period operating loss combined with historical losses and anticipated future operating losses within certain of its stores was an indication that certain long-lived assets of these stores may not be recoverable. The asset types included in the assessment included immovable long-lived assets (e.g., leasehold improvements) and other assets in which it would be impracticable to redeploy to other locations (e.g., furniture and fixtures). The Company performed the impairment analyses for these assets which have a combined carrying value of $6.6 million. In certain cases, the analysis indicated that the carrying value is not recoverable. The aggregate carrying value of such assets totaled $1.2 million. Based on this conclusion, we performed step two of the impairment analysis and estimated the fair value of these assets using the estimated selling prices of similar assets. Step two of the analysis indicated than an impairment charge in the amount $0.4 million was necessary. This impairment charge impacted the Agriculture segment and is included in the Impairment and Realignment Costs amount in the consolidated statements of operations. In all other cases, in which the aggregate carrying value of such assets totaled $5.4 million, the Company's analyses indicated that the carrying values are recoverable based on its estimates of future undiscounted cash flows under step one of the impairment analysis. | ||||||||||||
In addition, the Company recognized impairment charges of $1.0 million for certain long-lived assets associated with store locations closed during the year ended January 31, 2015. The impairment charges are included in the Impairment and Realignment Costs amount in the consolidated statements of operations. Impairment charges recognized for the Agriculture segment totaled $0.6 million, $0.3 million for the Construction segment and $0.1 million for the International segment. | ||||||||||||
As of January 31, 2014, the Company recognized impairment charges of $1.5 million, which is included in the Impairment and Realignment Costs amount in the consolidated statements of operations, for the impairment of Construction segment long-lived assets. | ||||||||||||
Derivative Instruments | ||||||||||||
In the normal course of business, the Company is subject to risk from adverse fluctuations in foreign currency exchange rates and benchmark interest rates. The Company manages its market risk exposures through a program that includes the use of derivative instruments, primarily foreign exchange forward contracts and interest rate derivatives. 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 effective portion of the fair values of derivative instruments used to reduce or eliminate fluctuations in cash flows of forecasted transactions are reported in other comprehensive income, a component of stockholders' equity. Amounts accumulated in other comprehensive income are reclassified to earnings when the related hedged items affect earnings or the anticipated transactions are no longer probable. Changes in the fair value of derivative instruments designated to reduce or eliminate fluctuations in the net investment of a foreign subsidiary are reported in other comprehensive income. 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. | ||||||||||||
For derivative instruments accounted for as hedging instruments, the Company formally designates and documents, at inception, the instrument as a hedge of a specific underlying exposure, the risk management objective and the manner by which the effectiveness of the hedging instrument will be evaluated. At each reporting period after inception, the Company evaluates the hedging instrument's effectiveness in reducing or eliminating the underlying hedged exposure. Any hedge ineffectiveness is recognized in earnings immediately. | ||||||||||||
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. | ||||||||||||
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. | ||||||||||||
Customer Deposits | ||||||||||||
Customer deposits consist of advance payments from customers, in the form of cash or equipment to be traded-in. | ||||||||||||
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. | ||||||||||||
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. | ||||||||||||
Earnings (Loss) Per Share ("EPS") | ||||||||||||
The Company uses the two-class method to calculate basic and diluted EPS. Unvested restricted stock awards are considered participating securities because they entitle holders to non-forfeitable rights to dividends during the vesting term. Under the two-class method, basic EPS were computed by dividing net income attributable to Titan Machinery Inc. after allocation of income (loss) to participating securities by the weighted-average number of shares of common stock outstanding during the year. | ||||||||||||
Diluted EPS were computed by dividing net income attributable to Titan Machinery Inc. after allocation of income (loss) to participating securities by the weighted-average 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. There were approximately 221,000, 99,000 and 10,000 stock options outstanding as of January 31, 2015, 2014 and 2013, respectively, which were not included in the computation of diluted EPS because they were anti-dilutive. None of the approximately 3,474,000 shares underlying the Company's Senior Convertible Notes were included in the computation of diluted EPS because the Company's average stock price was less than the conversion price of $43.17. | ||||||||||||
The following table sets forth the calculation of the denominator for basic and diluted EPS: | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
(in thousands, except per share data) | ||||||||||||
Basic Weighted-Average Common Shares Outstanding | 20,989 | 20,894 | 20,787 | |||||||||
Plus: Incremental Shares From Assumed Exercise of Stock Options | — | 146 | 200 | |||||||||
Diluted Weighted-Average Common Shares Outstanding | 20,989 | 21,040 | 20,987 | |||||||||
Earnings (Loss) per Share - Basic | $ | (1.51 | ) | $ | 0.42 | $ | 2.02 | |||||
Earnings (Loss) per Share - Diluted | $ | (1.51 | ) | $ | 0.41 | $ | 2 | |||||
Revenue Recognition | ||||||||||||
Equipment revenue is generally recognized upon receipt of a signed sales contract and delivery of product to customers. However, in certain circumstances customers request a bill and hold arrangement, in which case equipment revenue is recognized before delivery occurs. Under these bill and hold arrangements, the equipment is available for shipment, the Company has fulfilled all of its pre-delivery performance obligations and received a signed sales contract, and the customer has completed and signed a bill and hold agreement. Credit terms on bill and hold arrangements are consistent with credit terms on all other equipment sales. In addition to outright sales of new and used equipment, certain rental agreements may include rent-to-purchase options. Under these agreements, customers are given a period of time to exercise an option to purchase the related equipment, with a portion of the rental payments being applied to reduce the purchase price. Payments received during the rental period are recorded as rental revenue. Any such equipment is included in inventory until the purchase option is exercised, and the carrying value of the equipment is reduced in accordance with the Company's aforementioned policy. Equipment revenue is recognized upon the exercise of the purchase option. Parts revenue is recognized upon delivery of product to customers. Service revenue is recognized at the time the related services are provided. Rental revenue is recognized over the period of the related rental agreement. | ||||||||||||
Sales, Excise and Value Added Taxes | ||||||||||||
The Company has customers in states and municipalities in which those governmental units impose a sales tax on certain sales. The U.S. federal government imposes excise taxes on certain sales. Certain governments of the foreign countries in which the Company operates impose value added taxes on certain sales. The Company collects those sales and excise taxes from its customers and remits the entire amount to the various governmental units. The Company's accounting policy is to exclude the tax collected and remitted from revenue and cost of revenue. | ||||||||||||
Shipping and Handling Costs | ||||||||||||
Shipping and handling costs are recorded as cost of revenue and amounts billed to customers for shipping and handling costs are recorded in revenue. | ||||||||||||
Lessor Accounting | ||||||||||||
The Company leases equipment from its rental fleet and equipment inventory to customers on operating leases over periods primarily less than one year. These leases require a minimum rental payment and contingent rental payment based on machine hours. Rental revenue totaled $73.7 million, $68.6 million and $54.6 million for the years ended January 31, 2015, 2014 and 2013, respectively. As of January 31, 2015, the Company had $148.2 million of rental fleet included in property and equipment, net of accumulated depreciation of $40.2 million. As of January 31, 2014, the Company had $145.0 million of rental fleet included in property and equipment, net of accumulated depreciation of $29.1 million. | ||||||||||||
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. Financing-related incentives are recognized as other income when earned. Other incentives, reflecting reimbursement of qualifying expenses, are recognized as a reduction of the related expense when earned. | ||||||||||||
Advertising Costs | ||||||||||||
Costs incurred for producing and distributing advertising are expensed as incurred. Advertising expense amounted to $5.5 million, $5.9 million and $5.6 million for the years ended January 31, 2015, 2014 and 2013, respectively. | ||||||||||||
Comprehensive Income and Foreign Currency Matters | ||||||||||||
For the Company, comprehensive income represents net income adjusted for foreign currency items, including foreign currency translation adjustments and unrealized gains or losses on net investment hedge, interest rate and cash flow derivative instruments. For its 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, a component of stockholders' equity. For its 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 a net foreign currency transaction gain (loss) of $(12.3) million and $0.9 million for the years ended January 31, 2015 and 2013, respectively. The net foreign currency transaction loss for the year ended January 31, 2015 primarily includes $6.1 million losses related to intercompany loans to its foreign subsidiaries and $5.8 million related to foreign currency remeasurement losses resulting from the devaluation of the Ukrainian hryvnia. The impact of foreign currency transactions was immaterial for the year ended January 31, 2014. The Company hedges its intercompany loan balances; the gains and losses on such instruments are disclosed in Note 9, which substantially offset the related foreign currency gains or losses. | ||||||||||||
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. Additional information regarding stock-based compensation is summarized in Note 15. | ||||||||||||
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. | ||||||||||||
Exit and Disposal Costs | ||||||||||||
Costs related to exit or disposal activities, including store closures, for the Company primarily include lease termination costs, employee termination costs and other costs associated with moving assets and vacating the stores. The Company records a liability at the net present value of the remaining lease obligations, net of estimated sublease income, as of the date the Company ceases using the property. Any subsequent adjustments to that liability as a result of changes in estimates are recorded in the period incurred. The Company records a liability for employee termination costs at the date the termination benefits were communicated to the employees. Other related costs are expensed as incurred. Information regarding such transactions is disclosed in Note 19. | ||||||||||||
Held for Sale | ||||||||||||
The Company accounts for a disposal group as held for sale once a plan to sell the asset has been approved and initiated, the disposal group is being actively marketed and is expected to sell within one year, and is available for immediate sale. The disposal group includes assets expected to be included in the sale and liabilities directly associated with those assets that are expected to be transferred in the sale transaction. Any assets and liabilities associated with the disposal group that are not expected to transfer in a sale transaction are excluded from the disposal group and are therefore presented in the respective line items in the consolidated balance sheets. | ||||||||||||
Segment Reporting | ||||||||||||
The Company operates its business in three reportable segments, the Agriculture, Construction and International segments. Information regarding these segments is disclosed in Note 21. | ||||||||||||
Recent Accounting Guidance | ||||||||||||
In April 2014, the Financial Accounting Standards Board ("FASB") amended authoritative guidance on reporting discontinued operations and disclosures of disposals of components of an entity, codified in Accounting Standard Codification ("ASC") 205-20, Discontinued Operations and 360, Property, Plant, and Equipment. The amended guidance changed the criteria for reporting discontinued operations, to only include disposals that represent a strategic shift and have a major effect on the entity's operations and financial results. The amended guidance also requires entities to provide additional disclosure of disposals reported as discontinued operations, and for disposals that do not qualify for discontinued operations presentation. The Company adopted this guidance on January 31, 2015. Its adoption did not have a material effect on the Company's consolidated financial statements. | ||||||||||||
In May 2014, the FASB issued authoritative guidance on accounting for revenue recognition, codified in ASC 606, Revenue from Contracts with Customers. This guidance supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company will adopt this guidance on February 1, 2017, using one of two retrospective application methods. The Company has not determined the potential effects on the consolidated financial statements. | ||||||||||||
In August 2014, the FASB issued authoritative guidance on management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and provide related footnote disclosures, codified in ASC 205-40, Going Concern. The guidance provides a definition of the term substantial doubt, requires an evaluation every reporting period including interim periods, provides principles for considering the mitigating effect of management’s plans, requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, requires an express statement and other disclosures when substantial doubt is not alleviated, and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The Company will adopt this guidance for the year-ended January 31, 2017, and it will apply to each interim and annual period thereafter. Its adoption is not expected to have a material effect on the Company's consolidated financial statements. | ||||||||||||
In April 2015, the FASB amended authoritative guidance on debt issuance costs, codified in ASC 835-30, Imputation of Interest. The amended guidance changes the balance sheet presentation of debt issuance costs to be a direct deduction from the related debt liability rather than an asset. This guidance is effective for the Company on February 1, 2016, with early adoption permitted. Its adoption is not expected to have a material effect on the Company's consolidated financial statements. |
RECEIVABLES
RECEIVABLES | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Receivables [Abstract] | ||||||||
RECEIVABLES | RECEIVABLES | |||||||
31-Jan-15 | 31-Jan-14 | |||||||
(in thousands) | ||||||||
Trade accounts receivable | ||||||||
Due from customers | $ | 46,526 | $ | 53,870 | ||||
Due from finance companies | 15,489 | 20,154 | ||||||
Due from manufacturers | 18,480 | 26,624 | ||||||
Total trade accounts receivable | 80,495 | 100,648 | ||||||
Other receivables | 105 | 909 | ||||||
80,600 | 101,557 | |||||||
Less allowance for doubtful accounts | (4,218 | ) | (3,663 | ) | ||||
$ | 76,382 | $ | 97,894 | |||||
INVENTORIES
INVENTORIES | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
INVENTORIES | INVENTORIES | |||||||
31-Jan-15 | 31-Jan-14 | |||||||
(in thousands) | ||||||||
New equipment | $ | 442,984 | $ | 575,518 | ||||
Used equipment | 318,308 | 363,755 | ||||||
Parts and attachments | 107,893 | 126,666 | ||||||
Work in process | 10,255 | 10,039 | ||||||
$ | 879,440 | $ | 1,075,978 | |||||
As of January 31, 2014, in addition to the above amounts, the Company estimated that a portion of its parts inventory would not be sold in the next year and accordingly presented this amount as noncurrent assets. As of January 31, 2015, no amount is presented as noncurrent assets as the Company expects to sell or otherwise dispose of all of its parts inventories within the next year. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT | |||||||
31-Jan-15 | 31-Jan-14 | |||||||
(in thousands) | ||||||||
Rental fleet equipment | $ | 148,198 | $ | 145,007 | ||||
Machinery and equipment | 24,071 | 23,382 | ||||||
Vehicles | 43,435 | 44,200 | ||||||
Furniture and fixtures | 39,421 | 35,860 | ||||||
Land, buildings, and leasehold improvements | 57,630 | 60,470 | ||||||
312,755 | 308,919 | |||||||
Less accumulated depreciation | (104,075 | ) | (80,919 | ) | ||||
$ | 208,680 | $ | 228,000 | |||||
Depreciation expense amounted to $31.2 million, $30.0 million and $22.7 million for the years ended January 31, 2015, 2014 and 2013, respectively. |
INTANGIBLE_ASSETS_AND_GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended | |||||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL | |||||||||||||||||||||||
The following is a summary of intangible assets with finite lives as of January 31, 2015 and 2014: | ||||||||||||||||||||||||
31-Jan-15 | 31-Jan-14 | |||||||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||||||
Amortization | Amortization | |||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Covenants not to compete | $ | 2,078 | $ | (1,521 | ) | $ | 557 | $ | 2,498 | $ | (1,424 | ) | $ | 1,074 | ||||||||||
Customer relationships | 1,188 | (1,169 | ) | 19 | 1,330 | (1,119 | ) | 211 | ||||||||||||||||
$ | 3,266 | $ | (2,690 | ) | $ | 576 | $ | 3,828 | $ | (2,543 | ) | $ | 1,285 | |||||||||||
The Company acquired intangible assets with finite lives, consisting of covenants not to compete totaling $0.2 million with a weighted-average amortization period of 5.0 years, as part of the business combinations completed during the year ended January 31, 2014. The Company did not acquire intangible assets with finite lives during the year ended January 31, 2015. Amortization expense was $0.6 million, $0.8 million and $0.8 million for the years ended January 31, 2015, 2014 and 2013, respectively. | ||||||||||||||||||||||||
Future amortization expense, as of January 31, 2015, is expected to be as follows: | ||||||||||||||||||||||||
Years ending January 31, | Amount | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
2016 | $ | 322 | ||||||||||||||||||||||
2017 | 135 | |||||||||||||||||||||||
2018 | 73 | |||||||||||||||||||||||
2019 | 27 | |||||||||||||||||||||||
2020 | 15 | |||||||||||||||||||||||
Thereafter | 4 | |||||||||||||||||||||||
$ | 576 | |||||||||||||||||||||||
Changes in the carrying amount of indefinite lived intangible assets, which consisted entirely of distribution rights, during the years ended January 31, 2015 and 2014 are summarized as follows: | ||||||||||||||||||||||||
Agriculture | Construction | International | Total | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Balance at January 31, 2013 | $ | 9,584 | $ | 1,045 | $ | 1,577 | $ | 12,206 | ||||||||||||||||
Arising in completed business combinations | — | 149 | — | 149 | ||||||||||||||||||||
Impairment | — | (1,122 | ) | (830 | ) | (1,952 | ) | |||||||||||||||||
Foreign currency translation adjustment | — | — | 62 | 62 | ||||||||||||||||||||
Balance at January 31, 2014 | 9,584 | 72 | 809 | 10,465 | ||||||||||||||||||||
Arising in completed business combinations | — | — | — | — | ||||||||||||||||||||
Impairment | (4,774 | ) | — | (724 | ) | (5,498 | ) | |||||||||||||||||
Foreign currency translation adjustment | — | — | (85 | ) | (85 | ) | ||||||||||||||||||
Balance at January 31, 2015 | $ | 4,810 | $ | 72 | $ | — | $ | 4,882 | ||||||||||||||||
The Company performs the annual impairment testing of its indefinite lived distribution rights intangible assets as of December 31st of each year. 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 impairment testing for each of the years ended January 31, 2015 and 2014 indicated that the estimated fair value of certain distribution rights assets approximated zero, thus requiring a full impairment charge equal to the carrying values of such assets. In total, impairment charges of $5.5 million and $2.0 million were recognized and included in the Impairment and Realignment Costs amount in the consolidated statements of operations during the years ended January 31, 2015 and 2014, respectively. The impairment charges arose as the result lowered expectations of the future financial performance of these stores/complexes. The Company's assumptions about future financial performance were impacted by the current year operating performance of these stores/complexes and by the anticipated impact that challenging industry conditions may have on the future financial performance of these stores/complexes. | ||||||||||||||||||||||||
Changes in the carrying amount of goodwill during the years ended January 31, 2015 and 2014 are summarized as follows: | ||||||||||||||||||||||||
Agriculture | Construction | International | Total | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Balance at January 31, 2013 | $ | 24,642 | $ | 5,267 | $ | 994 | $ | 30,903 | ||||||||||||||||
Arising in completed business combinations | — | 71 | — | 71 | ||||||||||||||||||||
Impairment | — | (5,338 | ) | (923 | ) | (6,261 | ) | |||||||||||||||||
Foreign currency translation adjustment | — | — | 38 | 38 | ||||||||||||||||||||
Balance at January 31, 2014 | 24,642 | — | 109 | 24,751 | ||||||||||||||||||||
Arising in completed business combinations | — | — | — | — | ||||||||||||||||||||
Impairment | (24,642 | ) | — | (97 | ) | (24,739 | ) | |||||||||||||||||
Foreign currency translation adjustment | — | — | (12 | ) | (12 | ) | ||||||||||||||||||
Balance at January 31, 2015 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
The Company performs its annual impairment testing of goodwill at the end of each fiscal year. Under the impairment test, the fair value of its reporting units is estimated using both a market approach which applies multiples of earnings before interest, taxes, depreciation and amortization of comparable guideline public companies to that of the Company's reporting units, and an income approach in which a discounted cash flow analysis is utilized which includes a five-year forecast of future operating performance for each of the reporting units and a terminal value which estimates sustained long-term growth. The discount rate applied to the estimated future cash flows reflects an estimate of the weighted-average cost of capital of comparable companies. | ||||||||||||||||||||||||
Step one of the goodwill impairment analysis for each of the Company's Agriculture reporting unit and Serbian reporting unit indicated that the estimated fair value of each reporting unit was less than the carrying value, thus requiring the performance of step two of the impairment analysis. In each instance, the second step of the impairment analysis indicated that the implied fair value of the goodwill associated with the reporting unit approximated zero, thus requiring a full impairment charge of the goodwill carrying value of each reporting unit. As such, a total goodwill impairment charge of $24.7 million was recognized as of January 31, 2015 and included in the Impairment and Realignment Costs amount in the consolidated statements of operations. The impairment charges recognized during the year ended January 31, 2015 within the Agriculture and Serbian reporting units arose as the result of lowered expectations of future financial performance of these reporting units and a lower market capitalization for the Company as a whole. The assumptions about future financial performance were impacted by the current year operating performance and by the anticipated impact that challenging industry conditions existing as of the assessment date and anticipated to be present over the near-term may have on the future financial performance of these reporting units. During the year ended January 31, 2014, the Company recognized $6.3 million of impairment charges associated with goodwill in its Construction and Romanian reporting units. |
LINES_OF_CREDITFLOORPLAN_NOTES
LINES OF CREDIT/FLOORPLAN NOTES PAYABLE | 12 Months Ended |
Jan. 31, 2015 | |
Line of Credit Facility [Abstract] | |
LINES OF CREDIT/FLOORPLAN NOTES PAYABLE | FLOORPLAN PAYABLE/LINES OF CREDIT |
Floorplan payable balances reflect the amount owed for new equipment inventory purchased from a manufacturer and used equipment inventory, which is primarily purchased through trade-in on equipment sales. Certain of the manufacturers from which the Company purchases new equipment inventory offer financing on these purchases, either offered directly from the manufacturer or through the manufacturers’ captive finance subsidiaries. CNH Industrial's captive finance subsidiaries, CNH Industrial Capital, also provides financing of used equipment inventory. The Company also has floorplan payable balances with non-manufacturer lenders for new and used equipment inventory. Changes in manufacturer floorplan payable are reported as operating cash flows and changes in non-manufacturer floorplan payable are reported as financing cash flows in the Company's consolidated statements of cash flows. The Company has three significant floorplan lines of credit, credit facilities related to its foreign subsidiaries, and other floorplan payable balances with non-manufacturer lenders and manufacturers other than CNH Industrial. | |
As of January 31, 2015, the Company had discretionary floorplan payable lines of credit for equipment purchases totaling approximately $1.2 billion, which includes a $350.0 million Floorplan Payable Line with a group of banks led by Wells Fargo Bank, National Association ("Wells Fargo"), a $450.0 million credit facility with CNH Industrial Capital, a $225.0 million credit facility with Agricredit Acceptance LLC ("Agricredit") and the U.S. dollar equivalent of $133.0 million in credit facilities related to its foreign subsidiaries. Floorplan payable relating to these credit facilities totaled approximately $594.1 million of the total floorplan payable balance of $627.2 million outstanding as of January 31, 2015 and $692.8 million of the total floorplan payable balance of $750.5 million outstanding as of January 31, 2014; the remaining outstanding balances relate to equipment inventory financing from manufacturers and non-manufacturer lenders other than the aforementioned lines of credit. These floorplan payables carried various interest rates primarily ranging from 3.05% to 5.01% as of January 31, 2015, subject to interest-free periods offered by CNH Industrial Capital. As a result of the amendments to the Wells Fargo and Agricredit credit facilities discussed below, and without adjusting the U.S. dollar amount of the Company's credit facilities related to its foreign subsidiaries based on current foreign currency exchange rates, the Company's total discretionary floorplan payable lines of credit for equipment purchases was reduced to approximately $1.1 billion as of April 2015. The following provides additional information regarding each of the Company's three significant floorplan lines of credit. | |
Senior Secured Credit Facility—Operating and Floorplan Payable Lines of Credit | |
As of January 31, 2015, the Company had an amended and restated credit agreement with Wells Fargo, which provided for a $350.0 million wholesale floorplan line of credit (the "Floorplan Payable Line") and a $112.5 million working capital line of credit (the "Working Capital Line"). The amount available under the Floorplan Payable Line is reduced by amounts outstanding, borrowing base calculations and various standby letters of credit used to guarantee equipment purchases from CNH Industrial by the Company's foreign subsidiaries. The credit agreement has a variable interest rate on outstanding balances of LIBOR plus an applicable margin of 1.5% to 2.875% per annum, depending upon the Company's consolidated leverage ratio, has a 0.3% to 0.4% non-usage fee on the average monthly unused amount and requires monthly payments of accrued interest. The credit agreement is secured by all assets of the Company, requires prior approval of acquisitions exceeding certain thresholds and contains certain financial covenants. The significant financial covenants include a minimum fixed charge coverage ratio of 1.25 : 1.00; a maximum net leverage ratio of 3.00 : 1.00 as of January 31, 2015 and April 30, 2015, 2.75 : 1.00 as of July 31, 2015 and October 31, 2015, and 2.50: 1.00 for each period thereafter; and a minimum income before income tax covenant of a loss of $11.0 million for the three months ended April 30, 2015, a loss of$9.0 million for the six months ended July 31, 2015, income of $1.0 million for the nine months ended October 31, 2015 and income of $10.0 million for the trailing four quarters for each period thereafter. There was no minimum consolidated income before income taxes covenant for the fiscal year ended January 31, 2015. The minimum consolidated income before income taxes covenant is calculated as the income before income taxes for the applicable quarters, adjusted for realignment charges recognized in the three months ended April 30, 2015. The credit agreement also restricts the Company's ability to make certain cash payments without prior approval, including payments for stock repurchases and cash dividends, except that it permits paying cash dividends in an amount not to exceed 50% of consolidated net income for the then trailing four quarters, so long as no default or event of default exists prior to or immediately following such action or otherwise results from such action. The credit agreement expires August 31, 2018. | |
Effective April 10, 2015, the Company amended its credit facility with Wells Fargo to change certain financial covenants, reduce the available lines of credit and change the interest rate, among other things. The minimum consolidated income before income taxes covenant was eliminated for the fiscal year ended January 31, 2015, and changed to the aforementioned minimum consolidated income before income taxes covenant amounts, from the previous minimum income before income tax covenants of $5.0 million for the period ended January 31, 2015, $6.0 million for each of the two periods ended April 30, 2015 and July 31, 2015, $10.0 million for each of the two periods ended October 31, 2015 and January 31, 2016, and $15.0 million for each period thereafter. The maximum net leverage ratio was changed from 3.0 : 1.00 for all periods to the aforementioned net leverage ratio covenant amounts. The Floorplan Payable Line was reduced from $350.0 million to $275.0 million and the Working Capital Line was reduced from $112.5 million to $87.5 million. The interest rate margin was changed from a range of 1.5% to2.875% to a range of 1.5% to 3.125% per annum, depending upon results of the Company's consolidated leverage ratio and consolidated income before income taxes. The credit facility with Wells Fargo was previously amended effective October 31, 2014 to replace the consolidated net income financial covenant with a minimum consolidated income before income taxes covenant, modify certain borrowing base advance rates, and change the interest rate margin from 1.5% to 2.625% to 1.5% to 2.875% per annum, among other things. | |
The Floorplan Payable Line is used to finance equipment inventory purchases. Amounts outstanding are recorded as floorplan payable, within current liabilities on the consolidated balance sheets, as the Company intends to repay amounts borrowed within one year. | |
The Working Capital Line is used to finance working capital requirements of the Company. Amounts outstanding are recorded as long-term debt, within long-term liabilities on the consolidated balance sheets, as the Company does not have the intention or obligation to repay amounts borrowed within one year. The balances outstanding on the Working Capital Line as of January 31, 2015 and 2014 are disclosed in Note 8. | |
CNH Industrial Capital Floorplan Payable Line of Credit | |
As of January 31, 2015, the Company had a $450.0 million credit facility with CNH Industrial Capital. The available borrowings under the CNH Industrial Capital credit facility are reduced by outstanding floorplan payable and other acquisition-related financing arrangements with CNH Industrial Capital. The CNH Industrial Capital credit facility has interest rates equal to the prime rate plus 4% on new borrowings, subject to any interest-free periods offered by CNH Industrial Capital, and automatically renews on August 31 of each year unless earlier terminated by either party. Repayment terms vary by individual notes, but generally payments are made from sales proceeds or rental revenue from the related inventories. The balances outstanding with CNH Industrial Capital are secured by the inventory purchased with the floorplan proceeds. The CNH Industrial Capital credit facility contains certain financial covenants that impose a maximum level of adjusted debt to tangible net worth of 3.0 : 1.0 and minimum fixed charge coverage ratio financial covenant of not less than 1.25 : 1.00. It also contains various restrictive covenants that require prior consent of CNH Industrial Capital 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 Capital's consent is also required for the acquisition of any CNH Industrial dealership. In addition, the CNH Industrial Capital credit facility restricts the Company's ability to incur any liens upon any substantial part of its assets. | |
Effective October 31, 2014, the Company amended its credit facility with CNH Industrial Capital. The amendment, among other things, replaced the minimum debt service ratio financial covenant with the aforementioned minimum fixed charge coverage ratio financial covenant, and added or modified related definitions. | |
Agricredit Floorplan Payable Line of Credit | |
As of January 31, 2015, the Company had a $225.0 million credit facility with Agricredit. The Agricredit credit facility may be used to purchase or refinance new and used equipment inventory and has a variable interest rate on outstanding balances of LIBOR plus an applicable margin of 4.75% to 5.25% per annum, depending upon the Company's average daily outstanding balance. The Agricredit credit facility allows for increase, decrease or termination of the credit facility by Agricredit on 90 days notice. Under covenants of the Agricredit credit facility, the Company had agreed, among other things, to maintain certain financial covenants that impose a minimum fixed charge coverage ratio of 1.25 : 1.00 and a maximum net leverage ratio of 3.00 : 1.00, to submit certain financial information, and to obtain prior consent from Agricredit if the Company desired to engage in any acquisition meeting certain financial thresholds. The balances outstanding with Agricredit are secured by the inventory 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. | |
Effective April 1, 2015, the Company amended its credit facility with Agricredit, which, among other things, decreased its available borrowings under the credit facility from $225.0 million to $200.0 million. |
SENIOR_CONVERTIBLE_NOTES
SENIOR CONVERTIBLE NOTES (Senior Convertible Notes) | 12 Months Ended | |||||||||||
Jan. 31, 2015 | ||||||||||||
Senior Convertible Notes | ||||||||||||
SENIOR CONVERTIBLE NOTES | ||||||||||||
SENIOR CONVERTIBLE NOTES | SENIOR CONVERTIBLE NOTES | |||||||||||
On April 24, 2012, the Company issued through a private offering $150 million of 3.75% Senior Convertible Notes (the "Senior Convertible Notes"). The Senior Convertible Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2012. The Convertible Notes mature on May 1, 2019, unless earlier purchased by the Company, redeemed or converted. | ||||||||||||
The Senior Convertible Notes are unsecured and unsubordinated obligations; rank equal in right of payment to the Company's existing and future unsecured indebtedness that is not subordinated; are effectively subordinated in right of payment to the Company's existing and future secured indebtedness; and are structurally subordinated to all existing and future indebtedness and liabilities of the Company's subsidiaries. | ||||||||||||
The Senior Convertible Notes are initially convertible into the Company's common stock at a conversion rate of 23.1626 shares of common stock per $1,000 principal amount of convertible notes, representing an initial effective conversion price of $43.17 per share of common stock. The conversion rate may be subject to adjustment upon the occurrence of certain specified events as provided in the indenture governing the Senior Convertible Notes, dated April 24, 2012 between the Company and Wells Fargo Bank, National Association, as trustee (the "Indenture"), but will not be adjusted for accrued but unpaid interest. Upon conversion of a Senior Convertible Note, the Company will settle the conversion obligation in cash up to the aggregate principal amount of the Senior Convertible Note being converted, and any conversion obligation in excess thereof will be settled in cash, shares of the Company's common stock, or a combination thereof, at the Company's election, subject to certain limitations as defined in the Indenture. | ||||||||||||
Holders of the Senior Convertible Notes may convert their notes at the applicable conversion rate under the following circumstances: | ||||||||||||
i. | During any fiscal quarter commencing after July 31, 2012, if for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of the Company's common stock on such trading day is greater than or equal to 120% of the applicable conversion price on such trading day. | |||||||||||
ii. | During the five consecutive business day period immediately following any five consecutive trading day period in which, for each trading day of that period, the trading price per $1,000 principal amount of the Senior Convertible Notes is less than 98% of the product of the last reported sale price of the Company's common stock on such trading day and the applicable conversion rate on such trading day. | |||||||||||
iii. | If the Company calls any or all of the Senior Convertible Notes for redemption at any time prior to the close of business on the business day immediately preceding the redemption date. | |||||||||||
iv. | Upon the occurrence of corporate transactions specified in the Indenture. | |||||||||||
v. | At any time on and after February 1, 2019 until the close of business on the business day immediately preceding the maturity date. | |||||||||||
Holders of the Senior Convertible Notes who convert their Senior Convertible Notes in connection with a make-whole fundamental change, as defined in the Indenture, may be entitled to a make-whole premium in the form of an increase to the conversion rate. In addition, upon the occurrence of a fundamental change, as defined in the Indenture, holders of the Senior Convertible Notes may require the Company to purchase all or a portion of their Senior Convertible Notes for cash at a price equal to 100% of the principal amount of the Senior Convertible Notes to be purchased plus any accrued but unpaid interest. | ||||||||||||
The number of shares the Company may deliver upon conversion of the Senior Convertible Notes will be subject to certain limitations, and the Company is subject to certain other obligations and restrictions related to such share caps, as described in the Indenture. On or after May 6, 2015, the Company may redeem for cash all or a portion of the Senior Convertible Notes if the last reported sale price of the Company's common stock has been at least 120% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. | ||||||||||||
The Indenture provides for customary events of default, including, but not limited to, cross acceleration to certain other indebtedness of the Company and its subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Senior Convertible Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs or is continuing, the trustee or holders of at least 25% in aggregate principal amount of the then outstanding Senior Convertible Notes may declare all of the Senior Convertible Notes to be due and payable immediately. | ||||||||||||
In accounting for the Senior Convertible Notes, the Company segregated the liability component of the instrument from the equity component. The liability component was measured by estimating the fair value of a non-convertible debt instrument that is similar in its terms to the Senior Convertible Notes. Fair value was estimated through discounting future interest and principal payments, an income approach, due under the Senior Convertible Notes at a discount rate of 7.00%, an interest rate equal to the estimated borrowing rate for similar non-convertible debt. The excess of the aggregate face value of the Senior Convertible Notes over the estimated fair value of the liability component is recognized as a debt discount which will be amortized over the expected life of the Senior Convertible Notes using the effective interest rate method. Amortization of the debt discount is recognized as non-cash interest expense. | ||||||||||||
The equity component of the Senior Convertible Notes is measured as the residual difference between the aggregate face value of the Senior Convertible Notes and the estimated aggregate fair value of the liability component. The equity component will not be remeasured in subsequent periods provided that the component continues to meet the conditions necessary for equity classification. | ||||||||||||
The transaction costs incurred in connection with the issuance of the Senior Convertible Notes were allocated to the liability and equity components based on their relative values. Transaction costs allocated to the liability component are being amortized using the effective interest rate method and recognized as non-cash interest expense over the expected term of the Senior Convertible Notes. Transaction costs allocated to the equity component reduced the value of the equity component recognized in stockholders' equity. | ||||||||||||
Proceeds upon issuance of the Senior Convertible Notes were as follows: | ||||||||||||
24-Apr-12 | ||||||||||||
(in thousands) | ||||||||||||
Principal value | $ | 150,000 | ||||||||||
Less: transaction costs | (4,753 | ) | ||||||||||
Net proceeds, senior convertible notes | $ | 145,247 | ||||||||||
Amounts recognized at issuance: | ||||||||||||
Senior convertible notes, net | $ | 123,319 | ||||||||||
Additional paid-in capital | 15,546 | |||||||||||
Transaction costs allocated to the liability component | (3,907 | ) | ||||||||||
Long-term deferred tax liability | 10,289 | |||||||||||
Net proceeds, senior convertible notes | $ | 145,247 | ||||||||||
As of January 31, 2015 and 2014, the Senior Convertible Notes consisted of the following: | ||||||||||||
31-Jan-15 | 31-Jan-14 | |||||||||||
(in thousands, except conversion rate and conversion price) | ||||||||||||
Principal value | $ | 150,000 | $ | 150,000 | ||||||||
Unamortized debt discount | (17,650 | ) | (21,107 | ) | ||||||||
Carrying value of senior convertible notes | $ | 132,350 | $ | 128,893 | ||||||||
Carrying value of equity component, net of deferred taxes | $ | 15,546 | $ | 15,546 | ||||||||
Conversion rate (shares of common stock per $1,000 principal amount of notes) | 23.1626 | |||||||||||
Conversion price (per share of common stock) | $ | 43.17 | ||||||||||
The Company recognized interest expense associated with its Senior Convertible Notes as follows: | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Cash Interest Expense | ||||||||||||
Coupon interest expense | $ | 5,625 | $ | 5,625 | $ | 4,328 | ||||||
Noncash Interest Expense | ||||||||||||
Amortization of debt discount | 3,457 | 3,227 | 2,347 | |||||||||
Amortization of transaction costs | 538 | 524 | 385 | |||||||||
$ | 9,620 | $ | 9,376 | $ | 7,060 | |||||||
As of January 31, 2015, the unamortized debt discount will be amortized over a remaining period of approximately 4.25 years. The if-converted value as of January 31, 2015 does not exceed the principal balance of the Senior Convertible Notes. The effective interest rate of the liability component was equal to 7% for each of the statements of operations periods presented. |
LONGTERM_DEBT
LONG-TERM DEBT (Long-Term Debt (excluding senior convertible notes)) | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Long-Term Debt (excluding senior convertible notes) | ||||||||
LONG-TERM DEBT | ||||||||
LONG-TERM DEBT | LONG-TERM DEBT | |||||||
The following is a summary of long-term debt as of January 31, 2015 and 2014: | ||||||||
31-Jan-15 | 31-Jan-14 | |||||||
(in thousands) | ||||||||
Fixed rate notes payable to Wells Fargo Bank, N.A., interest rates of 3.96%, monthly interest payments with the principal payment due February 2016, secured by rental fleet equipment | $ | 21,333 | $ | 33,982 | ||||
Fixed rate notes payable to various finance companies, interest rates primarily ranging from 2.94% to 10.23%, due in monthly installments including interest and various maturity dates through November 2019, secured by fixed assets | 18,890 | 15,878 | ||||||
Working Capital Line payable to Wells Fargo (see details in Note 6) | 18,719 | 47,823 | ||||||
Variable rate notes payable to GE Commercial Distribution Finance Corporation, interest rate of LIBOR + 3.24%, monthly installment payments including interest, maturity dates from September to December 2018, secured by rental fleet equipment | 14,489 | — | ||||||
Other | 1,441 | 41 | ||||||
74,872 | 97,724 | |||||||
Less current maturities | (7,749 | ) | (2,192 | ) | ||||
$ | 67,123 | $ | 95,532 | |||||
Long-term debt maturities are as follows: | ||||||||
Years Ending January 31, | Amount | |||||||
(in thousands) | ||||||||
2016 | $ | 7,749 | ||||||
2017 | 29,259 | |||||||
2018 | 5,090 | |||||||
2019 | 22,008 | |||||||
2020 | 807 | |||||||
Thereafter | 9,959 | |||||||
$ | 74,872 | |||||||
DERIVATIVE_INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended | |||||||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS | |||||||||||||||||||||||||
The Company holds derivative instruments for the purpose of minimizing exposure to fluctuations in foreign currency exchange rates and benchmark interest rates to which the Company is exposed in the normal course of its operations. | ||||||||||||||||||||||||||
Net Investment Hedges | ||||||||||||||||||||||||||
To protect the value of the Company's investments in its foreign operations against adverse changes in foreign currency exchange rates, the Company may, from time to time, hedge a portion of its net investment in one or more of its foreign subsidiaries. Gains and losses on derivative instruments that are designated and effective as a net investment hedge are included in other comprehensive income and only reclassified into earnings in the period during which the hedged net investment is sold or liquidated. Any hedge ineffectiveness is recognized in earnings immediately. | ||||||||||||||||||||||||||
Cash Flow Hedges | ||||||||||||||||||||||||||
On October 9, 2013, the Company entered into a forward-starting interest rate swap instrument which has a notional amount of $100.0 million, an effective date of September 30, 2014 and a maturity date of September 30, 2018. The objective of the instrument is to, beginning on September 30, 2014, protect the Company from changes in benchmark interest rates to which the Company is exposed through certain of its variable interest rate credit facilities. The instrument provides for a fixed interest rate of 1.901% through the instrument's maturity date. | ||||||||||||||||||||||||||
The Company may, from time to time, hedge foreign currency exchange rate risk arising from inventory purchases denominated in Canadian dollars through the use of foreign currency forward contracts. The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows associated with the Canadian dollar purchasing is less than 12 months. | ||||||||||||||||||||||||||
The interest rate swap instrument and foreign currency contracts have been designated as cash flow hedging instruments and accordingly changes in the effective portion of the fair value of the instruments are recorded in other comprehensive income and only reclassified into earnings in the period(s) in which the related hedged item affects earnings or the anticipated underlying hedged transactions are no longer probable of occurring. Any hedge ineffectiveness is recognized in earnings immediately. | ||||||||||||||||||||||||||
Derivative Instruments Not Designated as Hedging Instruments | ||||||||||||||||||||||||||
The Company uses foreign currency forward contracts to hedge the effects of fluctuations in exchange rates on outstanding intercompany loans. The Company does not formally designate and document such derivative instruments as hedging instruments; however, the instruments are an effective economic hedge of the underlying foreign currency exposure. Both the gain or loss on the derivative instrument and the offsetting gain or loss on the underlying intercompany loan are recognized in earnings immediately, thereby eliminating or reducing the impact of foreign currency exchange rate fluctuations on net income. | ||||||||||||||||||||||||||
The following table sets forth the notional value of the Company's derivative instruments outstanding as of January 31, 2015 and 2014: | ||||||||||||||||||||||||||
Notional Amount as of: | ||||||||||||||||||||||||||
January 31, 2015 | January 31, 2014 | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Net investment hedge: | ||||||||||||||||||||||||||
Foreign currency contracts | $ | 14,223 | $ | 43,742 | ||||||||||||||||||||||
Cash flow hedges: | ||||||||||||||||||||||||||
Interest rate swap | 100,000 | 100,000 | ||||||||||||||||||||||||
Foreign currency contracts | — | 4,754 | ||||||||||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||||
Foreign currency contracts | 30,030 | 44,775 | ||||||||||||||||||||||||
The following table sets forth the fair value of the Company's derivative instruments outstanding as of January 31, 2015 and 2014. | ||||||||||||||||||||||||||
Fair Value as of: | ||||||||||||||||||||||||||
31-Jan-15 | 31-Jan-14 | Balance Sheet Location | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Asset Derivatives: | ||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
Net investment hedges: | ||||||||||||||||||||||||||
Foreign currency contracts | $ | — | $ | 157 | Prepaid expenses and other | |||||||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||||
Foreign currency contracts | — | 279 | Prepaid expenses and other | |||||||||||||||||||||||
Total Asset Derivatives | $ | — | $ | 436 | ||||||||||||||||||||||
Liability Derivatives: | ||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
Net investment hedges: | ||||||||||||||||||||||||||
Foreign currency contracts | $ | 19 | $ | — | Accrued expenses | |||||||||||||||||||||
Cash flow hedges: | ||||||||||||||||||||||||||
Interest rate swap | 3,233 | 1,227 | Accrued expenses | |||||||||||||||||||||||
Foreign currency contracts | — | 211 | Accrued expenses | |||||||||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||||
Foreign currency contracts | 17 | — | Accrued expenses | |||||||||||||||||||||||
Total Liability Derivatives | $ | 3,269 | $ | 1,438 | ||||||||||||||||||||||
The following table sets forth the gains and losses recognized in other comprehensive income (loss) ("OCI") and income (loss) related to the Company’s derivative instruments for the years ended January 31, 2015, 2014 and 2013. All amounts included in income (loss) in the table below from derivatives designated as hedging instruments relate to reclassifications from accumulated other comprehensive income. | ||||||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||||||
OCI | Income | OCI | Income | OCI | Income | Statements of Operations Classification | ||||||||||||||||||||
(in thousands) | (in thousands) | (in thousands) | ||||||||||||||||||||||||
Dervatives Designated as Hedging Instruments: | ||||||||||||||||||||||||||
Net investment hedges: | ||||||||||||||||||||||||||
Foreign currency contracts | $ | 4,749 | $ | — | $ | 284 | $ | — | $ | (834 | ) | $ | (365 | ) | Interest income and other income (expense) | |||||||||||
Cash flow hedges: | ||||||||||||||||||||||||||
Interest rate swap | (2,595 | ) | (589 | ) | (1,227 | ) | — | — | — | Interest income and other income (expense) | ||||||||||||||||
Foreign currency contracts | 73 | (76 | ) | (211 | ) | — | — | — | Cost of revenue - equipment | |||||||||||||||||
Derivatives Not Designated as Hedging Instruments: | ||||||||||||||||||||||||||
Foreign currency contracts | — | 5,683 | — | (720 | ) | — | (1,430 | ) | Interest income and other income (expense) | |||||||||||||||||
Total Derivatives | $ | 2,227 | $ | 5,018 | $ | (1,154 | ) | $ | (720 | ) | $ | (834 | ) | $ | (1,795 | ) | ||||||||||
No components of the Company's net investment or cash flow hedging instruments were excluded from the assessment of hedge ineffectiveness. | ||||||||||||||||||||||||||
As of January 31, 2015, the Company had $3.8 million and $0.1 million in pre-tax net unrealized losses associated with its interest rate swap and foreign currency contract cash flow hedging instruments recorded in accumulated other comprehensive income, respectively. The Company expects that $1.6 million and $0.1 million of pre-tax unrealized losses associated with its interest rate swap and foreign currency contracts, respectively, will be reclassified into net income over the next 12 months. |
ACCRUED_EXPENSES
ACCRUED EXPENSES | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
ACCRUED EXPENSES | ACCRUED EXPENSES | |||||||
31-Jan-15 | 31-Jan-14 | |||||||
(in thousands) | ||||||||
Compensation | $ | 17,289 | $ | 19,533 | ||||
Sales, payroll, real estate and value added taxes | 4,826 | 6,405 | ||||||
Interest | 2,377 | 2,299 | ||||||
Insurance | 1,607 | 2,641 | ||||||
Deferred revenue | 3,022 | 1,115 | ||||||
Derivative liabilities | 3,269 | 1,438 | ||||||
Other | 3,106 | 3,537 | ||||||
$ | 35,496 | $ | 36,968 | |||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES |
Guarantees | |
As of January 31, 2015 and 2014, the Company had approximately $4.6 million and $3.3 million of guarantees on customer financing with CNH Industrial Capital. In the event that the customer defaulted on the payments owed to CNH Industrial Capital, the Company as the guarantor would be required to make those payments and any accelerated indebtedness to CNH Industrial Capital. Upon such payment, the Company would be entitled to enforce normal creditor rights against the customer including collection action for money damages or re-possession of the collateral if CNH Industrial Capital has a perfected security interest. No liabilities associated with these guarantees are included in the consolidated balance sheets as of January 31, 2015 or 2014 as the Company deems the probability of being required to make such payments to be remote. | |
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. | |
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, or a breach of the lease by the lessee. 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 12. |
OPERATING_LEASES_AND_RELATED_P
OPERATING LEASES AND RELATED PARTY TRANSACTIONS | 12 Months Ended | |||
Jan. 31, 2015 | ||||
Leases [Abstract] | ||||
OPERATING LEASES AND RELATED PARTY TRANSACTIONS | OPERATING LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS | |||
The Company leases 141 buildings under operating lease agreements with both related and unrelated parties, as well as office equipment and vehicles under various operating lease agreements. Rent and lease expense under all operating leases totaled $23.0 million, $22.1 million and $17.5 million during the years ended January 31, 2015, 2014 and 2013, respectively. The leases expire at various dates through January 2030. Certain leases have fluctuating minimum lease payments. The Company recognizes lease expense on a straight-line basis over the expected term of the lease. | ||||
Approximate future minimum lease payment commitments are as follows: | ||||
Years ending January 31, | Amount | |||
(in thousands) | ||||
2016 | $ | 23,250 | ||
2017 | 21,523 | |||
2018 | 19,927 | |||
2019 | 18,600 | |||
2020 | 17,351 | |||
Thereafter | 101,907 | |||
$ | 202,558 | |||
The Company's store lease agreements contain lease periods primarily ranging from automatically renewable month-to-month terms to 15 years in length. Certain of the lease agreements contain terms such as an option to purchase the property at fair value, renew or extend the lease for an additional period at the conclusion of the original lease term or automatically renew the lease term at the conclusion of the original lease period on a month-to-month or year-to-year basis. A majority of the leases provide for fixed monthly rental payments and require the Company to pay the real estate taxes on the properties for the lease periods. All of the leases require that the Company maintains public liability and personal property insurance on each of the leased premises, and a majority of the leases require the Company to indemnify the lessor in connection with any claims arising from the leased premises during its occupation of the property. Most of the leases prohibit assigning the lease agreements or subletting the leased premises without the prior written consent of the lessor. In most of the leases, the Company has been granted a right of first refusal or other options to purchase the property. | ||||
Rent expense for operating leases with related parties totaled $0.1 million, $0.1 million and $7.0 million for the years ended January 31, 2015, 2014 and 2013, respectively. The Company has leased one store property pursuant to an operating lease from C.I. Farm Power, Inc., a company affiliated with Peter Christianson, the Company's President and a director, during each of the years ended January 31, 2015, 2014 and 2013. The lease expires on July 31, 2018, subject to the right of either party to terminate upon 60 days' written notice, The Company also leases buildings from Dealer Sites, LLC ("Dealer Sites"), an entity in which a minority position is owned by an entity affiliated with David Meyer, the Company's Board Chair and Chief Executive Officer, Peter Christianson, the Company's President and a director, and certain other Christianson family members. An entity affiliated with Tony Christianson, one of the Company's directors, formerly held a minority interest in Dealer Sites, LLC until December, 2012. During the year ended January 31, 2013, Dealer Sites was deemed to be a related party, however, as of January 31, 2013 and throughout the years ended January 31, 2015 and 2014, Dealer Sites was not deemed to be a related party as total related party ownership in the entity was less than 10%. The Company leased 48 buildings pursuant to different operating lease agreements with Dealer Sites as of January 31, 2013. As of January 31, 2013, the leases expired on various dates through January 2028, contained purchase options based on fair values at the time of purchase, and provided that the lessee pay all property taxes, utilities, insurance and all expenses necessary for the general maintenance of the respective buildings. During the year ended January 31, 2013, the Company also received $1.3 million, pursuant to sale-leaseback agreements with Dealer Sites. | ||||
The Company utilizes C.I. Construction, LLC ("C.I. Construction"), an entity owned by the brother-in-law of Peter Christianson and Tony Christianson, to perform construction management services for its building and leasehold improvement projects. Payments to C.I. Construction, which include cost reimbursements of certain building supplies and other construction costs, totaled $1.9 million, $3.9 million and $6.7 million for the years ended January 31, 2015, 2014 and 2013, respectively. The Company also had accounts receivable from C.I. Construction of $0.1 million outstanding as of January 31, 2014; no such amounts were outstanding as of January 31, 2015. During the year ended January 31, 2013, the Company also paid a total of $0.2 million to Cherry Tree & Associates, LLC, an entity affiliated with Tony Christianson, primarily for services related to the Senior Convertible Notes offering. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||||||
Jan. 31, 2015 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
INCOME TAXES | INCOME TAXES | |||||||||||
The components of income (loss) before income taxes for the years ended January 31, 2015, 2014 and 2013 consist of the following: | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
(in thousands) | ||||||||||||
U.S. | $ | (20,825 | ) | $ | 25,713 | $ | 70,788 | |||||
Foreign | (17,515 | ) | (7,284 | ) | (92 | ) | ||||||
Total | $ | (38,340 | ) | $ | 18,429 | $ | 70,696 | |||||
The provision for (benefit from) income taxes charged to income for the years ended January 31, 2015, 2014 and 2013 consists of the following: | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Currently payable | ||||||||||||
Federal | $ | 8,615 | $ | 13,086 | $ | 17,588 | ||||||
State | 1,245 | 2,029 | 4,154 | |||||||||
Foreign | 54 | 149 | 287 | |||||||||
Total currently payable taxes | 9,914 | 15,264 | 22,029 | |||||||||
Deferred | ||||||||||||
Federal | (13,372 | ) | (4,832 | ) | 5,996 | |||||||
State | (1,504 | ) | (533 | ) | 553 | |||||||
Foreign | 39 | 426 | (441 | ) | ||||||||
Total deferred taxes | (14,837 | ) | (4,939 | ) | 6,108 | |||||||
$ | (4,923 | ) | $ | 10,325 | $ | 28,137 | ||||||
The reconciliation of the statutory federal income tax rate to the Company's effective rate is as follows: | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
U.S. statutory rate | (35.0 | )% | 35 | % | 35 | % | ||||||
Foreign statutory rates | 3 | % | 2.9 | % | (0.4 | )% | ||||||
State taxes on income net of federal tax benefit | (4.4 | )% | 4.5 | % | 4.7 | % | ||||||
Valuation allowances | 14.6 | % | 10.3 | % | — | % | ||||||
Impairment of nondeductible goodwill from stock acquisitions | 6.9 | % | — | % | — | % | ||||||
All other, net | 2.1 | % | 3.3 | % | 0.5 | % | ||||||
(12.8 | )% | 56 | % | 39.8 | % | |||||||
Net deferred tax assets and liabilities consist of the following components as of January 31, 2015 and 2014: | ||||||||||||
2015 | 2014 | |||||||||||
(in thousands) | ||||||||||||
Deferred tax assets: | ||||||||||||
Inventory allowances | $ | 11,568 | $ | 8,313 | ||||||||
Goodwill and other intangibles | 7,995 | — | ||||||||||
Accrued liabilities and other | 4,980 | 2,943 | ||||||||||
Stock-based compensation | 1,125 | 932 | ||||||||||
Hedging and derivatives | 1,286 | 396 | ||||||||||
Receivables | 994 | 1,378 | ||||||||||
Net operating losses | 5,888 | 1,204 | ||||||||||
Other | 631 | 492 | ||||||||||
Total deferred tax assets | 34,467 | 15,658 | ||||||||||
Valuation allowances | (7,545 | ) | (1,898 | ) | ||||||||
Deferred tax assets, net of valuation allowances | $ | 26,922 | $ | 13,760 | ||||||||
Deferred tax liabilities: | ||||||||||||
Property and equipment | $ | (40,177 | ) | $ | (38,876 | ) | ||||||
Senior convertible notes | (6,716 | ) | (8,076 | ) | ||||||||
Intangibles | — | (459 | ) | |||||||||
Total deferred tax liabilities | $ | (46,893 | ) | $ | (47,411 | ) | ||||||
As of January 31, 2015, the Company had accumulated undistributed earnings in non-U.S. subsidiaries of $1.7 million. The Company has concluded that such earnings are to be reinvested outside of the United States indefinitely. Accordingly, the Company has not recorded a deferred tax liability associated with these undistributed earnings. The Company estimates that the additional U.S. income taxes to be paid upon the repatriation of these undistributed earnings would be approximately $0.3 million. | ||||||||||||
As of January 31, 2015, the Company has recorded $31.2 million of net operating loss carryforwards within certain of its foreign jurisdictions which expire at various dates between 2018 and 2021, with certain jurisdictions having indefinite carryforward periods. | ||||||||||||
In reviewing the deferred tax assets as of January 31, 2015 and 2014, the Company concluded that a full valuation allowance for the deferred tax assets, including net operating loss carryforwards, in certain of its foreign jurisdictions was warranted. In total, the net change in valuation allowances of $5.6 million and 1.9 million was recognized which was recorded as an additional provision for income taxes and negatively impacted the effective tax rate for the years ending January 31, 2015 and 2014, respectively. This conclusion was principally based on the presence of historical losses and the anticipated time period over which taxable income may be generated in excess of these historical losses. | ||||||||||||
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 on or prior to January 31, 2011 and state tax authorities for fiscal years ended on or prior to January 31, 2010. Due to the short period of time in which the Company has had operations in foreign jurisdictions, all tax years are open for income tax examinations for these entities. The Company's Ukrainian subsidiary is currently undergoing an income tax audit, which it plans to complete during its fiscal year ending January 31, 2016. |
CAPITAL_STRUCTURE
CAPITAL STRUCTURE | 12 Months Ended |
Jan. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STRUCTURE | 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. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION | ||||||||||||
Stock-Based Compensation Plans | |||||||||||||
The Company has two stock-based compensation plans, the 2014 Equity Incentive Plan and the 2005 Equity Incentive Plan (collectively the "Plans"), 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 these plans, the Company may grant incentive stock options, non-qualified stock options and restricted stock for up to a maximum shares of common stock under all forms of awards, the amount of which is approved by the stockholders of the Company. The Company accounts for all stock-based awards at the fair value of the related equity instrument over the applicable service or performance period. Shares issued for stock-based awards consist of authorized but unissued shares. Compensation cost charged to operations under the Plan was $2.1 million, $2.1 million and $1.6 million for the years ended January 31, 2015, 2014 and 2013, respectively. The related income tax benefit (net) was $0.8 million, $0.7 million and $0.5 million for the years ended January 31, 2015, 2014 and 2013, respectively. | |||||||||||||
The Company's 2014 Equity Incentive Plan was implemented during the year ended January 31, 2015 and has a total of 1,650,000 shares available for grant under this plan. The Company has approximately 1,451,000 shares authorized and available for future equity awards under this plan as of January 31, 2015. | |||||||||||||
The Company's 2005 Equity Incentive Plan expired during the year ended January 31, 2015. Thus, awards granted under this plan will continue to vest and be exercised, as applicable, from this plan in future years, but no additional awards may be granted out of this plan subsequent to its expiration date. | |||||||||||||
Stock Options | |||||||||||||
The Company granted stock options as part of its long-term incentive compensation to employees and members of the Board of Directors of the Company. The fair value of each stock option granted was estimated using the Black-Scholes option pricing model. Stock options vest over a period of four to six years for employees and immediately for members of the Board of Directors, and have contractual terms of five to ten years. The Company recognizes the fair value of stock options as compensation expense ratably over the vesting period of the award. | |||||||||||||
The following table summarizes stock option activity for the year ended January 31, 2015: | |||||||||||||
Number of Stock Options | Weighted Average Exercise Price | Aggregate Intrinsic Value | Weighted Average Remaining Contractual Life (Years) | ||||||||||
(in thousands) | (in thousands) | ||||||||||||
Outstanding at January 31, 2014 | 376 | $ | 11.72 | $ | 2,336 | 3.8 | |||||||
Granted | — | — | |||||||||||
Exercised | (1 | ) | 8.5 | ||||||||||
Forfeited | — | — | |||||||||||
Outstanding at January 31, 2015 | 375 | $ | 11.74 | $ | 1,731 | 2.8 | |||||||
Exercisable at January 31, 2015 | 375 | $ | 11.74 | $ | 1,731 | 2.8 | |||||||
The aggregate intrinsic value of stock options exercised was $0.1 million and $1.1 million for the years ended January 31, 2014 and 2013, respectively, and immaterial for the year ended January 31, 2015. As of January 31, 2015 there was no unrecognized compensation cost related to stock options as all awards have fully vested. | |||||||||||||
The following is a summary of information related to stock options outstanding and exercisable at January 31, 2015: | |||||||||||||
Stock Options Outstanding and Exercisable | |||||||||||||
Range of Exercise Prices | Number | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | ||||||||||
(in thousands) | |||||||||||||
$ 4.00-4.50 | 58 | 1.3 | $ | 4.46 | |||||||||
7.50-10.20 | 194 | 2.8 | 8.35 | ||||||||||
11.15-14.69 | 24 | 3.8 | 12.01 | ||||||||||
21.21-26.84 | 99 | 3.5 | 22.47 | ||||||||||
375 | 2.8 | $ | 11.74 | ||||||||||
Restricted Stock Awards ("RSA's") | |||||||||||||
The Company grants RSA's 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 restricted stock primarily vests over a period of three to six 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. | |||||||||||||
The following table summarizes the activity for RSA's for the year ended January 31, 2015: | |||||||||||||
Shares | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Life (Years) | |||||||||||
(in thousands) | |||||||||||||
Nonvested at January 31, 2014 | 321 | $ | 22.05 | 3.3 | |||||||||
Granted | 170 | 17.9 | |||||||||||
Forfeited | (26 | ) | 21.73 | ||||||||||
Vested | (83 | ) | 21.36 | ||||||||||
Nonvested at January 31, 2015 | 382 | $ | 20.38 | 3.3 | |||||||||
The weighted-average grant date fair value of RSA's granted was $17.90, $20.92 and $26.83 during the years ended January 31, 2015, 2014 and 2013, respectively. The total fair value of RSA's vested was $1.5 million, $1.5 million and $1.3 million during the years ended January 31, 2015, 2014 and 2013, respectively. As of January 31, 2015, there was $5.0 million of unrecognized compensation cost related to non-vested RSA's that is expected to be recognized over a weighted-average period of 3.3 years. | |||||||||||||
Restricted Stock Units ("RSU's") | |||||||||||||
The Company grants RSU's as part of its long-term incentive compensation to certain employees 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 restricted stock primarily vests over a period of three to six years. The Company recognizes compensation expense ratably over the vesting period of the award. Most of the RSU's contain performance conditions, and the related compensation cost on these awards is only accrued if it is probable that the performance conditions will be achieved. The restricted common stock underlying these awards are not deemed issued or outstanding upon grant, and do not carry any voting or dividend rights. | |||||||||||||
The following table summarizes restricted stock unit ("RSU") activity for the year ended January 31, 2015: | |||||||||||||
Shares | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Life (Years) | |||||||||||
(in thousands) | |||||||||||||
Nonvested at January 31, 2014 | — | $ | — | 0 | |||||||||
Granted | 30 | 18.12 | |||||||||||
Forfeited | — | — | |||||||||||
Vested | — | — | |||||||||||
Nonvested at January 31, 2015 | 30 | $ | 18.12 | 2.2 | |||||||||
As of January 31, 2015, the Company did not believe the achievement of the performance conditions related to these awards to be probable and therefore expects the unrecognized compensation cost of RSU's to be immaterial. |
EMPLOYEE_BENEFIT_PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Jan. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS |
The Company has a 401(k) profit-sharing plan ("401(k) Plan") for full-time employees at least 19 years of age. The Company made matching contributions of 50% of qualifying employee elective contributions to the plan of $3.5 million, $4.0 million and $3.6 million, which were charged to expense for the years ended January 31, 2015, 2014 and 2013, respectively. 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 did not make any discretionary contributions to the 401(k) Plan for the years ended January 31, 2015, 2014 and 2013. Effective March 1, 2015, the 401(k) Plan was amended to change employer contributions from mandatory matching contributions to discretionary contributions. |
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended | |||||||||||
Jan. 31, 2015 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS | |||||||||||
The Company continued to implement its strategy of consolidating dealerships in desired market areas. Below is a summary of the acquisitions completed for the years ended January 31, 2015, 2014 and 2013. In certain of the business combination transactions the Company recognized goodwill. Factors contributing to the recognition of goodwill include an evaluation of future and historical financial performance, the value of the workforce acquired and proximity to other existing and future planned Company locations. Pro forma results are not presented as the acquisitions are not considered material, individually or in aggregate, to the Company. The results of operations have been included in the Company's consolidated results of operations since the date of each respective business combination. | ||||||||||||
Fiscal 2015 | ||||||||||||
Midland Equipment, Inc. | ||||||||||||
On August 29, 2014, the Company acquired certain assets of Midland Equipment, Inc. The acquired entity consisted of one agriculture equipment store in Wayne, Nebraska, which expands the Company's agricultural presence in Nebraska. The acquisition-date fair value of the total consideration transferred for the store was $0.8 million. | ||||||||||||
Fiscal 2014 | ||||||||||||
Tucson Tractor Company | ||||||||||||
On February 16, 2013, the Company acquired certain assets of Tucson Tractor Company. The acquired entity consisted of one construction equipment store in Tucson, Arizona which is contiguous to the Company's existing locations in Phoenix and Flagstaff, Arizona and expands the Company's construction presence in Arizona. The acquisition-date fair value of the total consideration transferred for the store was $4.1 million. | ||||||||||||
Adobe CE, LLC | ||||||||||||
On March 1, 2013, the Company acquired certain assets of Adobe CE, LLC. The acquired entity consisted of one construction equipment store Albuquerque, New Mexico and expands the Company's presence into New Mexico. The acquisition-date fair value of the total consideration transferred for the store was $1.2 million. | ||||||||||||
Fiscal 2013 | ||||||||||||
Colorado division of Adobe Truck & Equipment, LLC | ||||||||||||
On February 27, 2012, the Company acquired certain assets of the Colorado division of Adobe Truck & Equipment, LLC. The acquired entity consisted of three construction equipment stores in Denver, Colorado Springs, and Loveland, Colorado. The acquisition establishes the Company's first construction equipment stores in Colorado and allows the Company to have the exclusive Case Construction contract for all of Colorado east of the Rocky Mountains. The acquisition-date fair value of the total consideration transferred for the stores was $3.4 million. | ||||||||||||
Rimex 1-Holding EAD | ||||||||||||
On March 5, 2012, the Company acquired, through its subsidiary, Titan Machinery Bulgaria AD, certain assets of Rimex 1-Holding EAD. The acquired entity consisted of seven agricultural equipment stores in the following cities in Bulgaria: Sofia, Dobrich, Burgas, Pleven, Ruse, Montana, and Stara Zagora. The acquisition expands the Company's operations in Europe and provides a significant opportunity to leverage its domestic operating model and dealership experience into an additional growth platform. The acquisition-date fair value of the total consideration transferred for the stores was $2.6 million. Subsequent to the acquisition, Titan Machinery Bulgaria AD issued a 30% ownership interest to the former owner of the acquired entity for $2.5 million. The 30% ownership interest is included in the consolidated financial statements as a noncontrolling interest. | ||||||||||||
Haberer's Implement, Inc. | ||||||||||||
On March 30, 2012, the Company acquired certain assets of Haberer's Implement, Inc. The acquired entity consisted of one agricultural equipment store in Bowdle, South Dakota which is contiguous to the Company's existing locations in Aberdeen, Redfield and Highmore, South Dakota and Wishek, North Dakota. The acquisition-date fair value of the total consideration transferred for the store was $1.2 million. | ||||||||||||
East Helena Rental, LLC | ||||||||||||
On April 2, 2012, the Company acquired certain assets of East Helena Rental, LLC. The acquired entity consisted of one construction equipment rental store in Helena, Montana which is contiguous to the Company's existing locations in Missoula, Great Falls, Bozeman and Big Sky, Montana. The acquisition-date fair value of the total consideration transferred for the store was $0.6 million. | ||||||||||||
Curly Olney's, Inc. | ||||||||||||
On July 2, 2012, the Company acquired certain assets of Curly Olney's, Inc. The acquired entity consisted of two agricultural equipment stores in McCook and Imperial, Nebraska and expands the Company's agriculture presence in Nebraska. The acquisition-date fair value of the total consideration transferred for the stores was $5.5 million. | ||||||||||||
Toner's, Inc | ||||||||||||
On November 1, 2012, the Company acquired certain assets of Toner's, Inc. The acquired entity consisted of three agricultural equipment stores in Grand Island, Broken Bow and Ord, Nebraska which are contiguous to the Company's existing locations in Kearney, Lexington, North Platte and Hastings, Nebraska. The acquisition-date fair value of the total consideration transferred for the stores was $13.9 million. As of January 31, 2013, the final valuation of the intangible assets acquired was not complete. As a result, the recorded intangible asset values were based on provisional estimates of fair value. The valuation of such assets was completed during the year ended January 31, 2014 and resulted in a $0.1 million decrease in the value of the distribution rights, a $0.2 million decrease in the value of customer relationships and a $0.3 million increase in the value of goodwill arising from the acquisition. The comparative information as of January 31, 2013 was retrospectively adjusted to reflect the final values assigned to each of the intangible assets. | ||||||||||||
Falcon Power Inc. | ||||||||||||
On November 1, 2012, the Company acquired certain assets of Falcon Power Inc. The acquired entity consisted of two construction equipment stores in Phoenix and Flagstaff, Arizona and expands the Company's presence into Arizona. The acquisition-date fair value of the total consideration transferred for the stores was $1.4 million. | ||||||||||||
VIAT D.o.o. | ||||||||||||
On December 12, 2012, the Company acquired, through its subsidiary, Titan Machinery D.o.o., certain assets of VAIT D.o.o. The acquired entity consisted of one agricultural equipment store in the Vojvodina region of Serbia which is contiguous to the Company's existing locations in Romania and Bulgaria, and expands the Company's Eastern European operations into Serbia. The acquisition-date fair value of the total consideration transferred for the store was $2.3 million. | ||||||||||||
The allocations of the purchase prices in the above business combinations are presented in the following table: | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Cash | $ | — | $ | 2 | $ | 3 | ||||||
Receivables | 147 | 270 | 2,804 | |||||||||
Inventories | 525 | 2,658 | 29,120 | |||||||||
Prepaid expenses and other | — | — | 352 | |||||||||
Property and equipment | 156 | 2,119 | 4,831 | |||||||||
Intangible assets | — | 182 | 4,029 | |||||||||
Goodwill | — | 71 | 6,479 | |||||||||
$ | 828 | $ | 5,302 | $ | 47,618 | |||||||
Accounts payable | $ | — | $ | — | $ | 3,119 | ||||||
Floorplan payable | — | — | 7,572 | |||||||||
Customer deposits | — | 4 | 1,586 | |||||||||
Accrued expenses | — | — | 21 | |||||||||
$ | — | $ | 4 | $ | 12,298 | |||||||
Cash consideration | 584 | 4,850 | 31,880 | |||||||||
Non-cash consideration: liabilities incurred | 244 | 448 | 3,440 | |||||||||
Total consideration | $ | 828 | $ | 5,298 | $ | 35,320 | ||||||
Goodwill related to the Agriculture operating segment | $ | — | $ | — | $ | 4,877 | ||||||
Goodwill related to the Construction operating segment | $ | — | $ | 71 | $ | 1,500 | ||||||
Goodwill related to the International operating segment | $ | — | $ | — | $ | 102 | ||||||
Goodwill expected to be deductible for tax purposes | $ | — | $ | 71 | $ | 6,107 | ||||||
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended | |||||||||||||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||||||||||||||||
The assets and liabilities which are measured at fair value on a recurring basis as of January 31, 2015 and 2014 are as follows: | ||||||||||||||||||||||||||||||||
January 31, 2015 | January 31, 2014 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Financial Assets | ||||||||||||||||||||||||||||||||
Foreign currency contracts | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 436 | $ | — | $ | 436 | ||||||||||||||||
Total Financial Assets | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 436 | $ | — | $ | 436 | ||||||||||||||||
Financial Liabilities | ||||||||||||||||||||||||||||||||
Interest rate swap | $ | — | $ | 3,233 | $ | — | $ | 3,233 | $ | — | $ | 1,227 | $ | — | $ | 1,227 | ||||||||||||||||
Foreign currency contracts | — | 36 | — | 36 | — | 211 | — | 211 | ||||||||||||||||||||||||
Total Financial Liabilities | $ | — | $ | 3,269 | $ | — | $ | 3,269 | $ | — | $ | 1,438 | $ | — | $ | 1,438 | ||||||||||||||||
The valuation for the Company's foreign currency contracts and interest rate swap derivative instruments were valued using discounted cash flow analyses, an income approach, utilizing readily observable market data as inputs. | ||||||||||||||||||||||||||||||||
The Company also valued certain goodwill, other intangible assets and other long-lived assets at fair value on a non-recurring basis during the years ended January 31, 2015 and 2014, as part of its impairment tests. The estimated fair value of other long-lived assets was $0.8 million. Fair value was estimated using Level 3 fair value inputs including the estimated selling prices of similar assets. The estimated fair value of goodwill and other intangible assets approximated zero, thus requiring a full impairment charge equal to the carrying values of such assets. The valuation methodologies utilized Level 3 fair value inputs, as described in Note 1 and Note 5. | ||||||||||||||||||||||||||||||||
The Company also has financial instruments that are not recorded at fair value in its consolidated financial statements. The carrying amount of cash, receivables, payables, short-term debt and other current liabilities approximates fair value because of the short maturity and/or frequent repricing of those instruments, which are Level 2 fair value inputs. Based upon current borrowing rates with similar maturities, which are Level 2 fair value inputs, the carrying value of long-term debt approximates the fair value as of January 31, 2015 and 2014. The following table provides details on the Senior Convertible Notes as of January 31, 2015 and 2014. The difference between the face value and the carrying value of these notes is the result of the allocation between the debt and equity components (see Note 7). Fair value of the Senior Convertible Notes was estimated based on Level 2 fair value inputs. | ||||||||||||||||||||||||||||||||
January 31, 2015 | January 31, 2014 | |||||||||||||||||||||||||||||||
Estimated Fair Value | Carrying Value | Face Value | Estimated Fair Value | Carrying Value | Face Value | |||||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Senior convertible notes | $ | 111,273 | $ | 132,350 | $ | 150,000 | $ | 128,522 | $ | 128,893 | $ | 150,000 | ||||||||||||||||||||
STORE_CLOSINGS_AND_REALIGNMENT
STORE CLOSINGS AND REALIGNMENT COST | 12 Months Ended | |||||||||
Jan. 31, 2015 | ||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||
STORE CLOSINGS AND REALIGNMENT COSTS | STORE CLOSINGS AND REALIGNMENT COSTS | |||||||||
To better align the Company's cost structure and re-balance staffing levels with the evolving needs of the business, in March 2015, the Company approved a realignment plan to reduce its headcount by approximately 14%, which includes headcount reductions at stores in each of its operating segments and its Shared Resource Center, as well as from the closing of three Agriculture stores and one Construction store. The Company expects to substantially complete these efforts by April 30, 2015. The Company's remaining stores in each of the respective areas will take over the distribution rights for the CNH Industrial brand previously held by the stores which have closed. The Company will transfer the majority of the assets of the closed stores to other stores. The Company estimates the total cost of these activities to be approximately $2.0 million, comprised of an accrual for the net present value of remaining lease obligations, employee severance costs, impairment of certain fixed assets and costs associated with relocation of assets from the closed stores. The Company recognized approximately $0.1 million in severance costs primarily in its International segment in its fourth quarter ended January 31, 2015, and expects to recognize the remaining amount in its first quarter ended April 30, 2015. | ||||||||||
To better align its Construction business in certain markets, in April 2014, the Company reduced its Construction-related headcount by approximately 12% primarily through the closing of seven underperforming Construction stores, staff reductions at other dealerships and reductions in support staff at its Shared Resource Center. The Company also closed one Agriculture store. The Company's remaining stores in each of the respective areas assumed the majority of the distribution rights for the CNH Industrial brand previously held by the stores which have closed. The majority of the assets of the closed stores were redeployed to other store locations. Certain inventory items which are not sold by any of its remaining stores were sold at auction. The inventory markdown attributable to such items are included in the exit cost summary below. The $3.8 million incurred during the year ended January 31, 2015 reflect the total amounts expected to be incurred related to the closing of these stores, exclusive of any changes in lease termination accrual assumptions. | ||||||||||
In the year ended January 31, 2014, the Company closed one of its Construction stores in Billings, Montana and merged it with the Company's other store in Billings, Montana. The primary cost of closing this location related to accrual of lease payments, which totaled $0.3 million, all of which was recognized by the Construction segment. | ||||||||||
The following summarizes the exit costs associated with the aforementioned store closings and realignment activities: | ||||||||||
2015 | 2014 | Income Statement Classification | ||||||||
(in thousands) | ||||||||||
Construction Segment | ||||||||||
Lease termination costs | $ | 1,795 | $ | 282 | Impairment and Realignment Costs | |||||
Employee severance costs | 497 | — | Impairment and Realignment Costs | |||||||
Impairment of fixed assets, net of gains on asset disposition | (60 | ) | — | Impairment and Realignment Costs | ||||||
Asset relocation and other closing costs | 379 | — | Impairment and Realignment Costs | |||||||
$ | 2,611 | $ | 282 | |||||||
Agriculture Segment | ||||||||||
Lease termination costs | $ | 148 | $ | — | Impairment and Realignment Costs | |||||
Employee severance costs | 118 | — | Impairment and Realignment Costs | |||||||
Impairment of fixed assets, net of gains on asset disposition | 85 | — | Impairment and Realignment Costs | |||||||
Asset relocation and other closing costs | 84 | — | Impairment and Realignment Costs | |||||||
Inventory cost adjustments | 471 | — | Equipment Cost of Sales | |||||||
$ | 906 | $ | — | |||||||
International | ||||||||||
Employee severance costs | $ | 56 | $ | — | Impairment and Realignment Costs | |||||
$ | 56 | $ | — | |||||||
Shared Resource Center | ||||||||||
Employee severance costs | $ | 300 | $ | — | Impairment and Realignment Costs | |||||
$ | 300 | $ | — | |||||||
Total | ||||||||||
Lease termination costs | $ | 1,943 | $ | 282 | Impairment and Realignment Costs | |||||
Employee severance costs | 971 | — | Impairment and Realignment Costs | |||||||
Impairment of fixed assets, net of gains on asset disposition | 25 | — | Impairment and Realignment Costs | |||||||
Asset relocation and other closing costs | 463 | — | Impairment and Realignment Costs | |||||||
Inventory cost adjustments | 471 | — | Equipment Cost of Sales | |||||||
$ | 3,873 | $ | 282 | |||||||
A reconciliation of the beginning and ending exit cost liability balance, which is included in accrued expenses in the consolidated balance sheets, follows: | ||||||||||
Amount | ||||||||||
(in thousands) | ||||||||||
Balance, January 31, 2013 | $ | 344 | ||||||||
Exit costs incurred and charged to expense | ||||||||||
Lease termination costs | 308 | |||||||||
Exit costs paid | ||||||||||
Lease termination costs | (104 | ) | ||||||||
Balance, January 31, 2014 | 548 | |||||||||
Exit costs incurred and charged to expense | ||||||||||
Lease termination costs | 1,943 | |||||||||
Employee severance costs | 971 | |||||||||
Exit costs paid | ||||||||||
Lease termination costs | (679 | ) | ||||||||
Employee severance costs | (971 | ) | ||||||||
Adjustments | ||||||||||
Lease termination costs | (106 | ) | ||||||||
Balance, January 31, 2015 | $ | 1,706 | ||||||||
HELD_FOR_SALE
HELD FOR SALE | 12 Months Ended | |||
Jan. 31, 2015 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ||||
HELD FOR SALE | HELD FOR SALE | |||
As of January 31, 2015, certain Agriculture assets and liabilities met the criteria to be classified as held for sale. The Company is working to sell these disposal groups during the year ended January 31, 2016. During the year ended January 31, 2015, the Company impaired its covenants not to compete associated with these disposal groups which had an unamortized value of $0.1 million, which is recorded in Impairment and Realignment Costs in the consolidated statements of operations. There were no such assets or liabilities held for sale as of January 31, 2014. | ||||
As of January 31, 2015, the Company also had $3.1 million of property and equipment held for sale unrelated to the aforementioned disposal groups, which is included in the land, buildings, and leasehold improvements line item of the table below. | ||||
The assets and liabilities which are held for sale related to the aforementioned disposal groups are presented in the following table: | ||||
2015 | ||||
(in thousands) | ||||
Assets Held for Sale | ||||
Receivables | $ | 147 | ||
Inventories | ||||
New equipment | 6,269 | |||
Used equipment | 3,973 | |||
Parts and attachments | 920 | |||
Work in process | 65 | |||
Total inventories | 11,227 | |||
Property and equipment | ||||
Machinery and equipment | 114 | |||
Vehicles | 155 | |||
Furniture and fixtures | 57 | |||
Land, buildings, and leasehold improvements | 3,612 | |||
Total property and equipment | 3,938 | |||
$ | 15,312 | |||
Liabilities Held for Sale | ||||
Accounts payable | $ | 151 | ||
Floorplan payable | 1,771 | |||
Customer deposits | 913 | |||
$ | 2,835 | |||
SEGMENT_INFORMATION_AND_OPERAT
SEGMENT INFORMATION AND OPERATING RESULTS | 12 Months Ended | |||||||||||
Jan. 31, 2015 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
SEGMENT INFORMATION AND OPERATING RESULTS | SEGMENT INFORMATION AND OPERATING RESULTS | |||||||||||
The Company owns and operates a network of full service agricultural and construction equipment stores in the United States and Europe. As of January 31, 2015, the Company has three reportable segments: Agriculture, Construction and International. 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 and President to make decisions regarding the allocation of resources, to assess the Company's operating performance and to make strategic decisions. | ||||||||||||
The Company's Agriculture segment sells, services, and rents machinery, and related parts and attachments, for uses ranging from large-scale farming to home and garden use in North America. This segment also includes ancillary sales and services related to agricultural activities and products such as equipment transportation, Global Positioning System ("GPS") signal subscriptions and finance and insurance products. | ||||||||||||
The Company's Construction segment sells, services, and rents machinery, and related parts and attachments, for uses ranging from heavy construction to light industrial machinery use to customers in North America. This segment also includes ancillary sales and services related to construction activities such as equipment transportation, GPS signal subscriptions and finance and insurance products. | ||||||||||||
The Company’s International segment sells, services, and rents machinery, and related parts and attachments, for uses ranging from large-scale farming and construction to home and garden use to customers in Eastern Europe. It also includes export sales of equipment and parts to customers outside of the United States. | ||||||||||||
Revenue generated from sales to customers outside of the United States was $166.4 million, $145.9 million and $72.5 million for the years ended January 31, 2015, 2014 and 2013, respectively. As of January 31, 2015 and 2014, $6.1 million and $7.3 million of the Company's long-lived assets were held in its European subsidiaries, respectively. | ||||||||||||
Revenues, income (loss) before income tax and total assets at the segment level are reported before eliminations. The Company retains various unallocated income/(expense) items and assets at the general corporate level, which the Company refers to as "Shared Resources" in the table below. Shared Resource assets primarily consist of cash and property and equipment. Revenue between segments is immaterial. Revenue amounts included in Eliminations primarily relate to transactions within a segment. See Note 5 for information regarding goodwill by segment. | ||||||||||||
Certain financial information for each of the Company's business segments is set forth below. | ||||||||||||
31-Jan-15 | 31-Jan-14 | 31-Jan-13 | ||||||||||
(in thousands) | ||||||||||||
Revenue | ||||||||||||
Agriculture | $ | 1,372,716 | $ | 1,765,821 | $ | 1,827,023 | ||||||
Construction | 434,639 | 405,822 | 380,295 | |||||||||
International | 166,379 | 145,884 | 72,510 | |||||||||
Segment revenue | 1,973,734 | 2,317,527 | 2,279,828 | |||||||||
Eliminations | (73,488 | ) | (91,081 | ) | (81,408 | ) | ||||||
Total | $ | 1,900,246 | $ | 2,226,446 | $ | 2,198,420 | ||||||
Income (Loss) Before Income Taxes | ||||||||||||
Agriculture | $ | (13,429 | ) | $ | 59,574 | $ | 83,256 | |||||
Construction | (10,770 | ) | (28,083 | ) | (4,708 | ) | ||||||
International | (17,248 | ) | (5,544 | ) | 541 | |||||||
Segment income (loss) before income taxes | (41,447 | ) | 25,947 | 79,089 | ||||||||
Shared Resources | 2,144 | (6,650 | ) | (6,902 | ) | |||||||
Eliminations | 963 | (868 | ) | (1,491 | ) | |||||||
Income (loss) before income taxes | $ | (38,340 | ) | $ | 18,429 | $ | 70,696 | |||||
Impairment and Realignment Costs | ||||||||||||
Agriculture | $ | 30,348 | $ | — | $ | — | ||||||
Construction | 2,726 | 8,243 | — | |||||||||
International | 1,007 | 1,754 | — | |||||||||
Segment impairment | 34,081 | 9,997 | — | |||||||||
Shared Resources | 309 | — | — | |||||||||
Total | $ | 34,390 | $ | 9,997 | $ | — | ||||||
Interest Income | ||||||||||||
Agriculture | $ | 214 | $ | 270 | $ | 181 | ||||||
Construction | 459 | 638 | 510 | |||||||||
International | 83 | 102 | — | |||||||||
Segment interest income | 756 | 1,010 | 691 | |||||||||
Shared Resources | 27 | 22 | 13 | |||||||||
Total | $ | 783 | $ | 1,032 | $ | 704 | ||||||
Interest Expense | ||||||||||||
Agriculture | $ | 16,983 | $ | 16,052 | $ | 13,324 | ||||||
Construction | 12,110 | 10,751 | 8,634 | |||||||||
International | 8,002 | 4,562 | 957 | |||||||||
Segment interest expense | 37,095 | 31,365 | 22,915 | |||||||||
Shared Resources | (2,304 | ) | (810 | ) | (153 | ) | ||||||
Total | $ | 34,791 | $ | 30,555 | $ | 22,762 | ||||||
31-Jan-15 | 31-Jan-14 | 31-Jan-13 | ||||||||||
(in thousands) | ||||||||||||
Depreciation and Amortization | ||||||||||||
Agriculture | $ | 8,666 | $ | 8,196 | $ | 7,056 | ||||||
Construction | 17,647 | 18,064 | 13,546 | |||||||||
International | 1,710 | 1,110 | 340 | |||||||||
Segment depreciation and amortization | 28,023 | 27,370 | 20,942 | |||||||||
Shared Resources | 3,745 | 3,424 | 2,522 | |||||||||
Total | $ | 31,768 | $ | 30,794 | $ | 23,464 | ||||||
Capital Expenditures | ||||||||||||
Agriculture | $ | 3,324 | $ | 4,634 | $ | 7,470 | ||||||
Construction | 4,779 | 2,752 | 16,175 | |||||||||
International | 1,726 | 4,015 | 1,070 | |||||||||
Segment capital expenditures | 9,829 | 11,401 | 24,715 | |||||||||
Shared Resources | 7,183 | 7,609 | 15,117 | |||||||||
Total | $ | 17,012 | $ | 19,010 | $ | 39,832 | ||||||
Total Assets | ||||||||||||
Agriculture | $ | 736,239 | $ | 943,212 | ||||||||
Construction | 394,236 | 308,525 | ||||||||||
International | 155,150 | 195,534 | ||||||||||
Segment assets | 1,285,625 | 1,447,271 | ||||||||||
Shared Resources | 68,693 | 120,335 | ||||||||||
Eliminations | (4,571 | ) | (2,958 | ) | ||||||||
Total | $ | 1,349,747 | $ | 1,564,648 | ||||||||
SELECTED_QUARTERLY_FINANCIAL_D
SELECTED QUARTERLY FINANCIAL DATA (Unaudited) | 12 Months Ended | |||||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||
SELECTED QUARTERLY FINANCIAL DATA (Unaudited) | SELECTED QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||||||||||
The following reflects selected quarterly financial information for fiscal years 2015 and 2014. | ||||||||||||||||||||||||
Revenue | Gross Profit | Net Income (Loss) Including Noncontrolling Interest | Net Income (Loss) Attributable to Titan Machinery Inc. | Earnings (Loss) per Share-Basic | Earnings (Loss) per Share-Diluted | |||||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||||||
2015 | ||||||||||||||||||||||||
First quarter | $ | 465,463 | $ | 75,939 | $ | (6,893 | ) | $ | (6,549 | ) | $ | (0.31 | ) | $ | (0.31 | ) | ||||||||
Second quarter | 450,990 | 79,653 | (775 | ) | (614 | ) | (0.03 | ) | (0.03 | ) | ||||||||||||||
Third quarter | 493,141 | 84,691 | 2,313 | 2,470 | 0.12 | 0.11 | ||||||||||||||||||
Fourth quarter | 490,652 | 68,101 | (28,062 | ) | (27,464 | ) | (1.28 | ) | (1.28 | ) | ||||||||||||||
2014 | ||||||||||||||||||||||||
First quarter | $ | 441,674 | $ | 73,948 | $ | (603 | ) | $ | (414 | ) | $ | (0.02 | ) | $ | (0.02 | ) | ||||||||
Second quarter | 488,180 | 83,542 | 3,967 | 3,833 | 0.18 | 0.18 | ||||||||||||||||||
Third quarter | 587,961 | 93,606 | 5,758 | 5,825 | 0.27 | 0.27 | ||||||||||||||||||
Fourth quarter | 708,631 | 96,978 | (1,018 | ) | (393 | ) | (0.02 | ) | (0.02 | ) | ||||||||||||||
The amounts of Net Income (Loss) Attributable to Titan Machinery Inc., Earnings per Share-Basic and Earnings per Share-Diluted for the three-month period ended April 30, 2014 have been updated to reflect a correction in the Company's VAT asset classification as of April 30, 2014. This correction has been previously disclosed in the Company's Form 10-Q for the period ended July 31, 2014 and resulted from the Company's conclusion, reached subsequent to the issuance of the Company’s interim consolidated financial statements as of and for the period ended April 30, 2014, that the treatment of its prepaid value added tax (“VAT”) asset in Ukraine as a non-monetary asset was incorrect and that the asset should be classified and accounted for as a monetary asset and therefore should be remeasured from Ukrainian Hryvnia (“UAH”) to U.S. Dollars (“USD”) using the current rate as opposed to the historical rate used for non-monetary assets. In addition, in February of 2014, the National Bank of Ukraine terminated the currency peg of the UAH to the USD; subsequent to the decoupling and as a result of the economic and political conditions present in the country, the UAH experienced significant devaluation from the date the currency peg was terminated through the end of the Company’s fiscal year ended January 31, 2015. The incorrect classification of the VAT asset as a non-monetary asset coupled with the significant devaluation of the UAH resulted in an overstatement of the Company’s assets (Prepaid expenses and other) as of April 30, 2014 and an understatement of the Company’s loss (Interest income and other income (expense)) for the three months ended April 30, 2014. This correction increased the Company’s Net Loss Attributable to Titan Machinery Inc. by $2.3 million (from the previously reported $4.2 million to $6.5 million) and increased the basic and diluted loss per share by $0.11 (from the previously reported $0.20 loss per share to a $0.31 loss per share). Based on an evaluation of all relevant factors, the Company concluded that this correction was immaterial to the Company’s results for the three months ended April 30, 2014; therefore, the Company determined that an amendment of its previously filed Form 10-Q for the quarterly period ended April 30, 2014 was not necessary, and the correction would instead be reflected in future 10-K and 10-Q filings. | ||||||||||||||||||||||||
The Company recognized impairment charges totaling $31.2 million and $9.7 million in the fourth quarters of fiscal 2015 and 2014, respectively, resulting from the annual impairment tests on goodwill, intangible assets and other long-lived assets. Details of the Company's impairment testing is disclosed in Note 1 and Note 5. The Company also recognized $5.6 million and $1.9 million in valuation allowances on certain deferred tax assets, including net operating losses, in certain of its foreign entities in the fourth quarters of fiscal 2015 and 2014, respectively. Details of these valuation allowances are disclosed in Note 1 and Note 13. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS |
The Company amended its credit facilities with Wells Fargo and Agricredit in April 2015 which changed certain financial covenants, reduced the available lines of credit and changed certain interest rates, among other things. See Note 6 for details of each amendment. As a result of these amendments, and without adjusting the U.S. dollar amount of the Company's credit facilities related to its foreign subsidiaries based on current foreign currency exchange rates, the Company's total discretionary floorplan payable lines of credit for equipment purchases was reduced from approximately $1.2 billion to $1.1 billion as of April 2015. | |
The Company approved a realignment plan in March 2015. See Note 19 for further details. |
Schedule_IIValuation_and_Quali
Schedule II-Valuation and Qualifying Accounts and Reserves | 12 Months Ended | |||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ||||||||||||||||||||
Schedule II-Valuation and Qualifying Accounts and Reserves | 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 adjustment | Ending Balance | |||||||||||||||
(in thousands) | ||||||||||||||||||||
Valuation reserve deduction from receivables: | ||||||||||||||||||||
Year ended January 31, 2015 | $ | 3,663 | $ | 5,938 | $ | (5,452 | ) | $ | 69 | $ | 4,218 | |||||||||
Year ended January 31, 2014 | 2,337 | 4,804 | (3,478 | ) | — | 3,663 | ||||||||||||||
Year ended January 31, 2013 | 720 | 3,218 | (1,601 | ) | — | 2,337 | ||||||||||||||
BUSINESS_ACTIVITY_AND_SIGNIFIC1
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||||
Jan. 31, 2015 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Nature of Business | Nature of Business | |||||||||||
Titan Machinery Inc. (the "Company") is engaged in the retail sale, service and rental of agricultural and construction machinery through stores in the United States and Europe. The Company's North American stores are located in Arizona, Colorado, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, South Dakota, Wisconsin and Wyoming, and its European stores are located in Bulgaria, Romania, Serbia and Ukraine. | ||||||||||||
Seasonality | Seasonality | |||||||||||
The agricultural and construction equipment businesses are highly seasonal, which causes the Company's quarterly results and available cash flow 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 spring planting and fall 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 typically highest during its 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 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 U.S. because of its 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 | Principles of Consolidation | |||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant accounts, transactions and profits between the consolidated companies have been eliminated in consolidation. | ||||||||||||
The accounts of the Company's foreign subsidiaries are consolidated as of December 31 of each year. No events occurred related to these subsidiaries in January 2015 that would have materially affected the consolidated financial position, results of operations or cash flows. | ||||||||||||
Reclassifications | Reclassifications | |||||||||||
Certain reclassifications of amounts previously reported have been made to the accompanying consolidated statements of cash flows, to maintain consistency and comparability between periods presented. These reclassifications had no impact on previously reported cash flows from operating, investing or financing activities. | ||||||||||||
Estimates | 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, initial valuation and impairment of intangible assets and goodwill, collectability of receivables, and income taxes. | ||||||||||||
Concentrations of Credit Risk | Concentrations of Credit Risk | |||||||||||
The Company's sales are to agricultural and construction equipment customers principally in the states and European countries 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 are in excess of federally insured limits. | ||||||||||||
Concentrations in Operations | 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 entities' equipment. 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. | ||||||||||||
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 | ||||||||||||
•CNH Industrial provides floorplan payable financing for the purchase of a substantial portion of its inventory | ||||||||||||
• | CNH Industrial provides a significant percentage of the financing used by its customers to purchase CNH Industrial equipment from the Company. | |||||||||||
Receivables and Credit Policy | Receivables and Credit Policy | |||||||||||
Trade accounts receivable due from customers are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Balances unpaid after 30 days 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 discount programs, incentive programs and repair services performed on equipment with a remaining factory warranty. 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. | ||||||||||||
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 | Inventories | |||||||||||
New and used equipment are stated at the lower of cost (specific identification) or market value with adjustments for decreases in market value on inventory rented but available for sale, estimated as a percentage of the rental income received on such inventory. All new and used equipment inventories, including that which has been rented, are subject to periodic lower of cost or market evaluation that considers various factors including aging of equipment and market conditions. Equipment inventory values are adjusted whenever the carrying amount exceeds the estimated market value. Parts inventories are valued at the lower of average cost or market value. The Company estimates a reserve on its parts inventories based on various factors including aging and sales of each type of parts inventory. Work in process is valued at the retail rates of labor incurred and parts inventories used on service work in process at year end. | ||||||||||||
Property and Equipment | 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 10 - 40 years or lease term | |||||||||||
Machinery and equipment | 3 - 10 years | |||||||||||
Furniture and fixtures | 3 - 10 years | |||||||||||
Vehicles | 5 - 10 years | |||||||||||
Rental fleet | 3 - 10 years | |||||||||||
Depreciation for income tax reporting purposes is computed using accelerated methods. | ||||||||||||
Goodwill | Goodwill | |||||||||||
Goodwill represents the excess of the purchase price over the fair value of the net assets, including identifiable intangible assets, of the businesses acquired. Goodwill 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 Company performs its annual impairment test as of the end of its fiscal year. | ||||||||||||
Goodwill is tested for impairment 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. The Company identified two reporting units which carried a goodwill balance prior to impairment recorded in the current year: the Agriculture operating segment and the Serbian component within the International operating segment. | ||||||||||||
The goodwill impairment analysis is performed under a two-step impairment model. Step one of the analysis compares the estimated fair value of a reporting unit to its carrying value. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment, if any. The second step measures the amount of impairment loss, if any, by comparing the implied fair value of goodwill, which is estimated by comparing the estimated fair value of the reporting unit as a whole to the fair value of the underlying assets and liabilities of the reporting unit. An impairment charge is recognized for any excess of the carrying value of goodwill over the implied fair value. See Note 5 for details and results of the Company's impairment testing in the years ended January 31, 2015 and 2014. | ||||||||||||
Intangible Assets | 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 is three years for customer relationships and the contractual term for covenants not to compete, which range from three to ten 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. As such, 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 Company performs its annual impairment test as of December 31st of each year. The impairment test is performed by comparing the carrying value to its estimated fair value. | ||||||||||||
Indefinite-lived intangible assets are tested for impairment at the lowest level in which identifiable cash flows can be attributed to the asset. The Company has determined that the lowest level of cash flows which can be attributed to the distribution rights intangible assets is equal to the store, or complex of stores, acquired in the business combination which resulted in the initial recognition of the intangible asset, plus any additional store locations operating within the geographical area of the distribution rights. See Note 5 for details and results of the Company's impairment testing in the years ended January 31, 2015 and 2014. | ||||||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |||||||||||
The Company's long-lived assets consist of its intangible assets and 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 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. | ||||||||||||
As of January 31, 2015, the Company determined that the current period operating loss combined with historical losses and anticipated future operating losses within certain of its stores was an indication that certain long-lived assets of these stores may not be recoverable. The asset types included in the assessment included immovable long-lived assets (e.g., leasehold improvements) and other assets in which it would be impracticable to redeploy to other locations (e.g., furniture and fixtures). The Company performed the impairment analyses for these assets which have a combined carrying value of $6.6 million. In certain cases, the analysis indicated that the carrying value is not recoverable. The aggregate carrying value of such assets totaled $1.2 million. Based on this conclusion, we performed step two of the impairment analysis and estimated the fair value of these assets using the estimated selling prices of similar assets. Step two of the analysis indicated than an impairment charge in the amount $0.4 million was necessary. This impairment charge impacted the Agriculture segment and is included in the Impairment and Realignment Costs amount in the consolidated statements of operations. In all other cases, in which the aggregate carrying value of such assets totaled $5.4 million, the Company's analyses indicated that the carrying values are recoverable based on its estimates of future undiscounted cash flows under step one of the impairment analysis. | ||||||||||||
In addition, the Company recognized impairment charges of $1.0 million for certain long-lived assets associated with store locations closed during the year ended January 31, 2015. The impairment charges are included in the Impairment and Realignment Costs amount in the consolidated statements of operations. Impairment charges recognized for the Agriculture segment totaled $0.6 million, $0.3 million for the Construction segment and $0.1 million for the International segment. | ||||||||||||
As of January 31, 2014, the Company recognized impairment charges of $1.5 million, which is included in the Impairment and Realignment Costs amount in the consolidated statements of operations, for the impairment of Construction segment long-lived assets. | ||||||||||||
Derivative Instruments | Derivative Instruments | |||||||||||
In the normal course of business, the Company is subject to risk from adverse fluctuations in foreign currency exchange rates and benchmark interest rates. The Company manages its market risk exposures through a program that includes the use of derivative instruments, primarily foreign exchange forward contracts and interest rate derivatives. 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 effective portion of the fair values of derivative instruments used to reduce or eliminate fluctuations in cash flows of forecasted transactions are reported in other comprehensive income, a component of stockholders' equity. Amounts accumulated in other comprehensive income are reclassified to earnings when the related hedged items affect earnings or the anticipated transactions are no longer probable. Changes in the fair value of derivative instruments designated to reduce or eliminate fluctuations in the net investment of a foreign subsidiary are reported in other comprehensive income. 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. | ||||||||||||
For derivative instruments accounted for as hedging instruments, the Company formally designates and documents, at inception, the instrument as a hedge of a specific underlying exposure, the risk management objective and the manner by which the effectiveness of the hedging instrument will be evaluated. At each reporting period after inception, the Company evaluates the hedging instrument's effectiveness in reducing or eliminating the underlying hedged exposure. Any hedge ineffectiveness is recognized in earnings immediately. | ||||||||||||
Fair Value Measurements | 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. | ||||||||||||
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. | ||||||||||||
Customer Deposits | Customer Deposits | |||||||||||
Customer deposits consist of advance payments from customers, in the form of cash or equipment to be traded-in | ||||||||||||
Income Taxes | 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. | ||||||||||||
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. | ||||||||||||
Earnings Per Share | Earnings (Loss) Per Share ("EPS") | |||||||||||
The Company uses the two-class method to calculate basic and diluted EPS. Unvested restricted stock awards are considered participating securities because they entitle holders to non-forfeitable rights to dividends during the vesting term. Under the two-class method, basic EPS were computed by dividing net income attributable to Titan Machinery Inc. after allocation of income (loss) to participating securities by the weighted-average number of shares of common stock outstanding during the year. | ||||||||||||
Diluted EPS were computed by dividing net income attributable to Titan Machinery Inc. after allocation of income (loss) to participating securities by the weighted-average 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. There were approximately 221,000, 99,000 and 10,000 stock options outstanding as of January 31, 2015, 2014 and 2013, respectively, which were not included in the computation of diluted EPS because they were anti-dilutive. None of the approximately 3,474,000 shares underlying the Company's Senior Convertible Notes were included in the computation of diluted EPS because the Company's average stock price was less than the conversion price of $43.17. | ||||||||||||
The following table sets forth the calculation of the denominator for basic and diluted EPS: | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
(in thousands, except per share data) | ||||||||||||
Basic Weighted-Average Common Shares Outstanding | 20,989 | 20,894 | 20,787 | |||||||||
Plus: Incremental Shares From Assumed Exercise of Stock Options | — | 146 | 200 | |||||||||
Diluted Weighted-Average Common Shares Outstanding | 20,989 | 21,040 | 20,987 | |||||||||
Earnings (Loss) per Share - Basic | $ | (1.51 | ) | $ | 0.42 | $ | 2.02 | |||||
Earnings (Loss) per Share - Diluted | $ | (1.51 | ) | $ | 0.41 | $ | 2 | |||||
Revenue Recognition | Revenue Recognition | |||||||||||
Equipment revenue is generally recognized upon receipt of a signed sales contract and delivery of product to customers. However, in certain circumstances customers request a bill and hold arrangement, in which case equipment revenue is recognized before delivery occurs. Under these bill and hold arrangements, the equipment is available for shipment, the Company has fulfilled all of its pre-delivery performance obligations and received a signed sales contract, and the customer has completed and signed a bill and hold agreement. Credit terms on bill and hold arrangements are consistent with credit terms on all other equipment sales. In addition to outright sales of new and used equipment, certain rental agreements may include rent-to-purchase options. Under these agreements, customers are given a period of time to exercise an option to purchase the related equipment, with a portion of the rental payments being applied to reduce the purchase price. Payments received during the rental period are recorded as rental revenue. Any such equipment is included in inventory until the purchase option is exercised, and the carrying value of the equipment is reduced in accordance with the Company's aforementioned policy. Equipment revenue is recognized upon the exercise of the purchase option. Parts revenue is recognized upon delivery of product to customers. Service revenue is recognized at the time the related services are provided. Rental revenue is recognized over the period of the related rental agreement. | ||||||||||||
Sales, Excise and Value Added Taxes | Sales, Excise and Value Added Taxes | |||||||||||
The Company has customers in states and municipalities in which those governmental units impose a sales tax on certain sales. The U.S. federal government imposes excise taxes on certain sales. Certain governments of the foreign countries in which the Company operates impose value added taxes on certain sales. The Company collects those sales and excise taxes from its customers and remits the entire amount to the various governmental units. The Company's accounting policy is to exclude the tax collected and remitted from revenue and cost of revenue. | ||||||||||||
Shipping and Handling Costs | Shipping and Handling Costs | |||||||||||
Shipping and handling costs are recorded as cost of revenue and amounts billed to customers for shipping and handling costs are recorded in revenue. | ||||||||||||
Lessor Accounting | Lessor Accounting | |||||||||||
The Company leases equipment from its rental fleet and equipment inventory to customers on operating leases over periods primarily less than one year. These leases require a minimum rental payment and contingent rental payment based on machine hours. Rental revenue totaled $73.7 million, $68.6 million and $54.6 million for the years ended January 31, 2015, 2014 and 2013, respectively. As of January 31, 2015, the Company had $148.2 million of rental fleet included in property and equipment, net of accumulated depreciation of $40.2 million. As of January 31, 2014, the Company had $145.0 million of rental fleet included in property and equipment, net of accumulated depreciation of $29.1 million. | ||||||||||||
Manufacturer Incentives and Discounts | 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. Financing-related incentives are recognized as other income when earned. Other incentives, reflecting reimbursement of qualifying expenses, are recognized as a reduction of the related expense when earned. | ||||||||||||
Advertising Costs | Advertising Costs | |||||||||||
Costs incurred for producing and distributing advertising are expensed as incurred. Advertising expense amounted to $5.5 million, $5.9 million and $5.6 million for the years ended January 31, 2015, 2014 and 2013, respectively. | ||||||||||||
Comprehensive Income and Foreign Currency Matters | Comprehensive Income and Foreign Currency Matters | |||||||||||
For the Company, comprehensive income represents net income adjusted for foreign currency items, including foreign currency translation adjustments and unrealized gains or losses on net investment hedge, interest rate and cash flow derivative instruments. For its 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, a component of stockholders' equity. For its 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 a net foreign currency transaction gain (loss) of $(12.3) million and $0.9 million for the years ended January 31, 2015 and 2013, respectively. The net foreign currency transaction loss for the year ended January 31, 2015 primarily includes $6.1 million losses related to intercompany loans to its foreign subsidiaries and $5.8 million related to foreign currency remeasurement losses resulting from the devaluation of the Ukrainian hryvnia. The impact of foreign currency transactions was immaterial for the year ended January 31, 2014. The Company hedges its intercompany loan balances; the gains and losses on such instruments are disclosed in Note 9, which substantially offset the related foreign currency gains or losses. | ||||||||||||
Stock-Based Compensation | 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. Additional information regarding stock-based compensation is summarized in Note 15. | ||||||||||||
Business Combinations | 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. | ||||||||||||
Exit and Disposal Costs | Exit and Disposal Costs | |||||||||||
Costs related to exit or disposal activities, including store closures, for the Company primarily include lease termination costs, employee termination costs and other costs associated with moving assets and vacating the stores. The Company records a liability at the net present value of the remaining lease obligations, net of estimated sublease income, as of the date the Company ceases using the property. Any subsequent adjustments to that liability as a result of changes in estimates are recorded in the period incurred. The Company records a liability for employee termination costs at the date the termination benefits were communicated to the employees. Other related costs are expensed as incurred. Information regarding such transactions is disclosed in Note 19. | ||||||||||||
Discontinued Operations | Held for Sale | |||||||||||
The Company accounts for a disposal group as held for sale once a plan to sell the asset has been approved and initiated, the disposal group is being actively marketed and is expected to sell within one year, and is available for immediate sale. The disposal group includes assets expected to be included in the sale and liabilities directly associated with those assets that are expected to be transferred in the sale transaction. Any assets and liabilities associated with the disposal group that are not expected to transfer in a sale transaction are excluded from the disposal group and are therefore presented in the respective line items in the consolidated balance sheets. | ||||||||||||
Segment Reporting | Segment Reporting | |||||||||||
The Company operates its business in three reportable segments, the Agriculture, Construction and International segments. Information regarding these segments is disclosed in Note 21. | ||||||||||||
New Accounting Pronouncements | Recent Accounting Guidance | |||||||||||
In April 2014, the Financial Accounting Standards Board ("FASB") amended authoritative guidance on reporting discontinued operations and disclosures of disposals of components of an entity, codified in Accounting Standard Codification ("ASC") 205-20, Discontinued Operations and 360, Property, Plant, and Equipment. The amended guidance changed the criteria for reporting discontinued operations, to only include disposals that represent a strategic shift and have a major effect on the entity's operations and financial results. The amended guidance also requires entities to provide additional disclosure of disposals reported as discontinued operations, and for disposals that do not qualify for discontinued operations presentation. The Company adopted this guidance on January 31, 2015. Its adoption did not have a material effect on the Company's consolidated financial statements. | ||||||||||||
In May 2014, the FASB issued authoritative guidance on accounting for revenue recognition, codified in ASC 606, Revenue from Contracts with Customers. This guidance supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company will adopt this guidance on February 1, 2017, using one of two retrospective application methods. The Company has not determined the potential effects on the consolidated financial statements. | ||||||||||||
In August 2014, the FASB issued authoritative guidance on management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and provide related footnote disclosures, codified in ASC 205-40, Going Concern. The guidance provides a definition of the term substantial doubt, requires an evaluation every reporting period including interim periods, provides principles for considering the mitigating effect of management’s plans, requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, requires an express statement and other disclosures when substantial doubt is not alleviated, and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The Company will adopt this guidance for the year-ended January 31, 2017, and it will apply to each interim and annual period thereafter. Its adoption is not expected to have a material effect on the Company's consolidated financial statements. | ||||||||||||
In April 2015, the FASB amended authoritative guidance on debt issuance costs, codified in ASC 835-30, Imputation of Interest. The amended guidance changes the balance sheet presentation of debt issuance costs to be a direct deduction from the related debt liability rather than an asset. This guidance is effective for the Company on February 1, 2016, with early adoption permitted. Its adoption is not expected to have a material effect on the Company's consolidated financial statements. |
BUSINESS_ACTIVITY_AND_SIGNIFIC2
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2015 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Summary of estimated useful life of property and equipment | 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 10 - 40 years or lease term | |||||||||||
Machinery and equipment | 3 - 10 years | |||||||||||
Furniture and fixtures | 3 - 10 years | |||||||||||
Vehicles | 5 - 10 years | |||||||||||
Rental fleet | 3 - 10 years | |||||||||||
31-Jan-15 | 31-Jan-14 | |||||||||||
(in thousands) | ||||||||||||
Rental fleet equipment | $ | 148,198 | $ | 145,007 | ||||||||
Machinery and equipment | 24,071 | 23,382 | ||||||||||
Vehicles | 43,435 | 44,200 | ||||||||||
Furniture and fixtures | 39,421 | 35,860 | ||||||||||
Land, buildings, and leasehold improvements | 57,630 | 60,470 | ||||||||||
312,755 | 308,919 | |||||||||||
Less accumulated depreciation | (104,075 | ) | (80,919 | ) | ||||||||
$ | 208,680 | $ | 228,000 | |||||||||
Schedule of calculation of basic and diluted earnings per share | The following table sets forth the calculation of the denominator for basic and diluted EPS: | |||||||||||
2015 | 2014 | 2013 | ||||||||||
(in thousands, except per share data) | ||||||||||||
Basic Weighted-Average Common Shares Outstanding | 20,989 | 20,894 | 20,787 | |||||||||
Plus: Incremental Shares From Assumed Exercise of Stock Options | — | 146 | 200 | |||||||||
Diluted Weighted-Average Common Shares Outstanding | 20,989 | 21,040 | 20,987 | |||||||||
Earnings (Loss) per Share - Basic | $ | (1.51 | ) | $ | 0.42 | $ | 2.02 | |||||
Earnings (Loss) per Share - Diluted | $ | (1.51 | ) | $ | 0.41 | $ | 2 | |||||
RECEIVABLES_Tables
RECEIVABLES (Tables) | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Receivables [Abstract] | ||||||||
Schedule of receivables | ||||||||
31-Jan-15 | 31-Jan-14 | |||||||
(in thousands) | ||||||||
Trade accounts receivable | ||||||||
Due from customers | $ | 46,526 | $ | 53,870 | ||||
Due from finance companies | 15,489 | 20,154 | ||||||
Due from manufacturers | 18,480 | 26,624 | ||||||
Total trade accounts receivable | 80,495 | 100,648 | ||||||
Other receivables | 105 | 909 | ||||||
80,600 | 101,557 | |||||||
Less allowance for doubtful accounts | (4,218 | ) | (3,663 | ) | ||||
$ | 76,382 | $ | 97,894 | |||||
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of inventory | ||||||||
31-Jan-15 | 31-Jan-14 | |||||||
(in thousands) | ||||||||
New equipment | $ | 442,984 | $ | 575,518 | ||||
Used equipment | 318,308 | 363,755 | ||||||
Parts and attachments | 107,893 | 126,666 | ||||||
Work in process | 10,255 | 10,039 | ||||||
$ | 879,440 | $ | 1,075,978 | |||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of property and equipment | 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 10 - 40 years or lease term | |||||||
Machinery and equipment | 3 - 10 years | |||||||
Furniture and fixtures | 3 - 10 years | |||||||
Vehicles | 5 - 10 years | |||||||
Rental fleet | 3 - 10 years | |||||||
31-Jan-15 | 31-Jan-14 | |||||||
(in thousands) | ||||||||
Rental fleet equipment | $ | 148,198 | $ | 145,007 | ||||
Machinery and equipment | 24,071 | 23,382 | ||||||
Vehicles | 43,435 | 44,200 | ||||||
Furniture and fixtures | 39,421 | 35,860 | ||||||
Land, buildings, and leasehold improvements | 57,630 | 60,470 | ||||||
312,755 | 308,919 | |||||||
Less accumulated depreciation | (104,075 | ) | (80,919 | ) | ||||
$ | 208,680 | $ | 228,000 | |||||
INTANGIBLE_ASSETS_AND_GOODWILL1
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended | |||||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Summary of intangible assets with finite lives | The following is a summary of intangible assets with finite lives as of January 31, 2015 and 2014: | |||||||||||||||||||||||
31-Jan-15 | 31-Jan-14 | |||||||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||||||
Amortization | Amortization | |||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Covenants not to compete | $ | 2,078 | $ | (1,521 | ) | $ | 557 | $ | 2,498 | $ | (1,424 | ) | $ | 1,074 | ||||||||||
Customer relationships | 1,188 | (1,169 | ) | 19 | 1,330 | (1,119 | ) | 211 | ||||||||||||||||
$ | 3,266 | $ | (2,690 | ) | $ | 576 | $ | 3,828 | $ | (2,543 | ) | $ | 1,285 | |||||||||||
Schedule of expected future amortization expense | Future amortization expense, as of January 31, 2015, is expected to be as follows: | |||||||||||||||||||||||
Years ending January 31, | Amount | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
2016 | $ | 322 | ||||||||||||||||||||||
2017 | 135 | |||||||||||||||||||||||
2018 | 73 | |||||||||||||||||||||||
2019 | 27 | |||||||||||||||||||||||
2020 | 15 | |||||||||||||||||||||||
Thereafter | 4 | |||||||||||||||||||||||
$ | 576 | |||||||||||||||||||||||
Schedule of Indefinite-Lived Intangible Assets | Changes in the carrying amount of indefinite lived intangible assets, which consisted entirely of distribution rights, during the years ended January 31, 2015 and 2014 are summarized as follows: | |||||||||||||||||||||||
Agriculture | Construction | International | Total | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Balance at January 31, 2013 | $ | 9,584 | $ | 1,045 | $ | 1,577 | $ | 12,206 | ||||||||||||||||
Arising in completed business combinations | — | 149 | — | 149 | ||||||||||||||||||||
Impairment | — | (1,122 | ) | (830 | ) | (1,952 | ) | |||||||||||||||||
Foreign currency translation adjustment | — | — | 62 | 62 | ||||||||||||||||||||
Balance at January 31, 2014 | 9,584 | 72 | 809 | 10,465 | ||||||||||||||||||||
Arising in completed business combinations | — | — | — | — | ||||||||||||||||||||
Impairment | (4,774 | ) | — | (724 | ) | (5,498 | ) | |||||||||||||||||
Foreign currency translation adjustment | — | — | (85 | ) | (85 | ) | ||||||||||||||||||
Balance at January 31, 2015 | $ | 4,810 | $ | 72 | $ | — | $ | 4,882 | ||||||||||||||||
Schedule of changes in the carrying amount of goodwill | Changes in the carrying amount of goodwill during the years ended January 31, 2015 and 2014 are summarized as follows: | |||||||||||||||||||||||
Agriculture | Construction | International | Total | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Balance at January 31, 2013 | $ | 24,642 | $ | 5,267 | $ | 994 | $ | 30,903 | ||||||||||||||||
Arising in completed business combinations | — | 71 | — | 71 | ||||||||||||||||||||
Impairment | — | (5,338 | ) | (923 | ) | (6,261 | ) | |||||||||||||||||
Foreign currency translation adjustment | — | — | 38 | 38 | ||||||||||||||||||||
Balance at January 31, 2014 | 24,642 | — | 109 | 24,751 | ||||||||||||||||||||
Arising in completed business combinations | — | — | — | — | ||||||||||||||||||||
Impairment | (24,642 | ) | — | (97 | ) | (24,739 | ) | |||||||||||||||||
Foreign currency translation adjustment | — | — | (12 | ) | (12 | ) | ||||||||||||||||||
Balance at January 31, 2015 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
SENIOR_CONVERTIBLE_NOTES_Table
SENIOR CONVERTIBLE NOTES (Tables) (Senior Convertible Notes) | 12 Months Ended | |||||||||||
Jan. 31, 2015 | ||||||||||||
Senior Convertible Notes | ||||||||||||
SENIOR CONVERTIBLE NOTES | ||||||||||||
Schedule of proceeds upon issuance of convertible notes | Proceeds upon issuance of the Senior Convertible Notes were as follows: | |||||||||||
24-Apr-12 | ||||||||||||
(in thousands) | ||||||||||||
Principal value | $ | 150,000 | ||||||||||
Less: transaction costs | (4,753 | ) | ||||||||||
Net proceeds, senior convertible notes | $ | 145,247 | ||||||||||
Amounts recognized at issuance: | ||||||||||||
Senior convertible notes, net | $ | 123,319 | ||||||||||
Additional paid-in capital | 15,546 | |||||||||||
Transaction costs allocated to the liability component | (3,907 | ) | ||||||||||
Long-term deferred tax liability | 10,289 | |||||||||||
Net proceeds, senior convertible notes | $ | 145,247 | ||||||||||
Schedule of convertible notes | As of January 31, 2015 and 2014, the Senior Convertible Notes consisted of the following: | |||||||||||
31-Jan-15 | 31-Jan-14 | |||||||||||
(in thousands, except conversion rate and conversion price) | ||||||||||||
Principal value | $ | 150,000 | $ | 150,000 | ||||||||
Unamortized debt discount | (17,650 | ) | (21,107 | ) | ||||||||
Carrying value of senior convertible notes | $ | 132,350 | $ | 128,893 | ||||||||
Carrying value of equity component, net of deferred taxes | $ | 15,546 | $ | 15,546 | ||||||||
Conversion rate (shares of common stock per $1,000 principal amount of notes) | 23.1626 | |||||||||||
Conversion price (per share of common stock) | $ | 43.17 | ||||||||||
Senior Convertible Notes Interest Expense | The Company recognized interest expense associated with its Senior Convertible Notes as follows: | |||||||||||
2015 | 2014 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Cash Interest Expense | ||||||||||||
Coupon interest expense | $ | 5,625 | $ | 5,625 | $ | 4,328 | ||||||
Noncash Interest Expense | ||||||||||||
Amortization of debt discount | 3,457 | 3,227 | 2,347 | |||||||||
Amortization of transaction costs | 538 | 524 | 385 | |||||||||
$ | 9,620 | $ | 9,376 | $ | 7,060 | |||||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) (Long-Term Debt (excluding senior convertible notes)) | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Long-Term Debt (excluding senior convertible notes) | ||||||||
LONG-TERM DEBT | ||||||||
Summary of long-term debt | The following is a summary of long-term debt as of January 31, 2015 and 2014: | |||||||
31-Jan-15 | 31-Jan-14 | |||||||
(in thousands) | ||||||||
Fixed rate notes payable to Wells Fargo Bank, N.A., interest rates of 3.96%, monthly interest payments with the principal payment due February 2016, secured by rental fleet equipment | $ | 21,333 | $ | 33,982 | ||||
Fixed rate notes payable to various finance companies, interest rates primarily ranging from 2.94% to 10.23%, due in monthly installments including interest and various maturity dates through November 2019, secured by fixed assets | 18,890 | 15,878 | ||||||
Working Capital Line payable to Wells Fargo (see details in Note 6) | 18,719 | 47,823 | ||||||
Variable rate notes payable to GE Commercial Distribution Finance Corporation, interest rate of LIBOR + 3.24%, monthly installment payments including interest, maturity dates from September to December 2018, secured by rental fleet equipment | 14,489 | — | ||||||
Other | 1,441 | 41 | ||||||
74,872 | 97,724 | |||||||
Less current maturities | (7,749 | ) | (2,192 | ) | ||||
$ | 67,123 | $ | 95,532 | |||||
Schedule of long-term debt maturities | Long-term debt maturities are as follows: | |||||||
Years Ending January 31, | Amount | |||||||
(in thousands) | ||||||||
2016 | $ | 7,749 | ||||||
2017 | 29,259 | |||||||
2018 | 5,090 | |||||||
2019 | 22,008 | |||||||
2020 | 807 | |||||||
Thereafter | 9,959 | |||||||
$ | 74,872 | |||||||
DERIVATIVE_INSTRUMENTS_Tables
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||
Schedule of Notional Amounts of Outstanding Derivative Positions | The following table sets forth the notional value of the Company's derivative instruments outstanding as of January 31, 2015 and 2014: | |||||||||||||||||||||||||
Notional Amount as of: | ||||||||||||||||||||||||||
January 31, 2015 | January 31, 2014 | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Net investment hedge: | ||||||||||||||||||||||||||
Foreign currency contracts | $ | 14,223 | $ | 43,742 | ||||||||||||||||||||||
Cash flow hedges: | ||||||||||||||||||||||||||
Interest rate swap | 100,000 | 100,000 | ||||||||||||||||||||||||
Foreign currency contracts | — | 4,754 | ||||||||||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||||
Foreign currency contracts | 30,030 | 44,775 | ||||||||||||||||||||||||
Schedule of fair value of derivative instruments outstanding | The following table sets forth the fair value of the Company's derivative instruments outstanding as of January 31, 2015 and 2014. | |||||||||||||||||||||||||
Fair Value as of: | ||||||||||||||||||||||||||
31-Jan-15 | 31-Jan-14 | Balance Sheet Location | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Asset Derivatives: | ||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
Net investment hedges: | ||||||||||||||||||||||||||
Foreign currency contracts | $ | — | $ | 157 | Prepaid expenses and other | |||||||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||||
Foreign currency contracts | — | 279 | Prepaid expenses and other | |||||||||||||||||||||||
Total Asset Derivatives | $ | — | $ | 436 | ||||||||||||||||||||||
Liability Derivatives: | ||||||||||||||||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
Net investment hedges: | ||||||||||||||||||||||||||
Foreign currency contracts | $ | 19 | $ | — | Accrued expenses | |||||||||||||||||||||
Cash flow hedges: | ||||||||||||||||||||||||||
Interest rate swap | 3,233 | 1,227 | Accrued expenses | |||||||||||||||||||||||
Foreign currency contracts | — | 211 | Accrued expenses | |||||||||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||||
Foreign currency contracts | 17 | — | Accrued expenses | |||||||||||||||||||||||
Total Liability Derivatives | $ | 3,269 | $ | 1,438 | ||||||||||||||||||||||
Schedule of gains and losses recognized on derivative instruments | The following table sets forth the gains and losses recognized in other comprehensive income (loss) ("OCI") and income (loss) related to the Company’s derivative instruments for the years ended January 31, 2015, 2014 and 2013. All amounts included in income (loss) in the table below from derivatives designated as hedging instruments relate to reclassifications from accumulated other comprehensive income. | |||||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||||||
OCI | Income | OCI | Income | OCI | Income | Statements of Operations Classification | ||||||||||||||||||||
(in thousands) | (in thousands) | (in thousands) | ||||||||||||||||||||||||
Dervatives Designated as Hedging Instruments: | ||||||||||||||||||||||||||
Net investment hedges: | ||||||||||||||||||||||||||
Foreign currency contracts | $ | 4,749 | $ | — | $ | 284 | $ | — | $ | (834 | ) | $ | (365 | ) | Interest income and other income (expense) | |||||||||||
Cash flow hedges: | ||||||||||||||||||||||||||
Interest rate swap | (2,595 | ) | (589 | ) | (1,227 | ) | — | — | — | Interest income and other income (expense) | ||||||||||||||||
Foreign currency contracts | 73 | (76 | ) | (211 | ) | — | — | — | Cost of revenue - equipment | |||||||||||||||||
Derivatives Not Designated as Hedging Instruments: | ||||||||||||||||||||||||||
Foreign currency contracts | — | 5,683 | — | (720 | ) | — | (1,430 | ) | Interest income and other income (expense) | |||||||||||||||||
Total Derivatives | $ | 2,227 | $ | 5,018 | $ | (1,154 | ) | $ | (720 | ) | $ | (834 | ) | $ | (1,795 | ) | ||||||||||
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of accrued expenses | ||||||||
31-Jan-15 | 31-Jan-14 | |||||||
(in thousands) | ||||||||
Compensation | $ | 17,289 | $ | 19,533 | ||||
Sales, payroll, real estate and value added taxes | 4,826 | 6,405 | ||||||
Interest | 2,377 | 2,299 | ||||||
Insurance | 1,607 | 2,641 | ||||||
Deferred revenue | 3,022 | 1,115 | ||||||
Derivative liabilities | 3,269 | 1,438 | ||||||
Other | 3,106 | 3,537 | ||||||
$ | 35,496 | $ | 36,968 | |||||
OPERATING_LEASES_AND_RELATED_P1
OPERATING LEASES AND RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended | |||
Jan. 31, 2015 | ||||
Leases [Abstract] | ||||
Schedule of minimum future lease payments | Approximate future minimum lease payment commitments are as follows: | |||
Years ending January 31, | Amount | |||
(in thousands) | ||||
2016 | $ | 23,250 | ||
2017 | 21,523 | |||
2018 | 19,927 | |||
2019 | 18,600 | |||
2020 | 17,351 | |||
Thereafter | 101,907 | |||
$ | 202,558 | |||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2015 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Income before Income Tax | The components of income (loss) before income taxes for the years ended January 31, 2015, 2014 and 2013 consist of the following: | |||||||||||
2015 | 2014 | 2013 | ||||||||||
(in thousands) | ||||||||||||
U.S. | $ | (20,825 | ) | $ | 25,713 | $ | 70,788 | |||||
Foreign | (17,515 | ) | (7,284 | ) | (92 | ) | ||||||
Total | $ | (38,340 | ) | $ | 18,429 | $ | 70,696 | |||||
Schedule of provision for income taxes charged to income | The provision for (benefit from) income taxes charged to income for the years ended January 31, 2015, 2014 and 2013 consists of the following: | |||||||||||
2015 | 2014 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Currently payable | ||||||||||||
Federal | $ | 8,615 | $ | 13,086 | $ | 17,588 | ||||||
State | 1,245 | 2,029 | 4,154 | |||||||||
Foreign | 54 | 149 | 287 | |||||||||
Total currently payable taxes | 9,914 | 15,264 | 22,029 | |||||||||
Deferred | ||||||||||||
Federal | (13,372 | ) | (4,832 | ) | 5,996 | |||||||
State | (1,504 | ) | (533 | ) | 553 | |||||||
Foreign | 39 | 426 | (441 | ) | ||||||||
Total deferred taxes | (14,837 | ) | (4,939 | ) | 6,108 | |||||||
$ | (4,923 | ) | $ | 10,325 | $ | 28,137 | ||||||
Schedule of reconciliation of statutory federal income tax rate to the Company's effective rate | The reconciliation of the statutory federal income tax rate to the Company's effective rate is as follows: | |||||||||||
2015 | 2014 | 2013 | ||||||||||
U.S. statutory rate | (35.0 | )% | 35 | % | 35 | % | ||||||
Foreign statutory rates | 3 | % | 2.9 | % | (0.4 | )% | ||||||
State taxes on income net of federal tax benefit | (4.4 | )% | 4.5 | % | 4.7 | % | ||||||
Valuation allowances | 14.6 | % | 10.3 | % | — | % | ||||||
Impairment of nondeductible goodwill from stock acquisitions | 6.9 | % | — | % | — | % | ||||||
All other, net | 2.1 | % | 3.3 | % | 0.5 | % | ||||||
(12.8 | )% | 56 | % | 39.8 | % | |||||||
Schedule of net deferred tax assets and liabilities | Net deferred tax assets and liabilities consist of the following components as of January 31, 2015 and 2014: | |||||||||||
2015 | 2014 | |||||||||||
(in thousands) | ||||||||||||
Deferred tax assets: | ||||||||||||
Inventory allowances | $ | 11,568 | $ | 8,313 | ||||||||
Goodwill and other intangibles | 7,995 | — | ||||||||||
Accrued liabilities and other | 4,980 | 2,943 | ||||||||||
Stock-based compensation | 1,125 | 932 | ||||||||||
Hedging and derivatives | 1,286 | 396 | ||||||||||
Receivables | 994 | 1,378 | ||||||||||
Net operating losses | 5,888 | 1,204 | ||||||||||
Other | 631 | 492 | ||||||||||
Total deferred tax assets | 34,467 | 15,658 | ||||||||||
Valuation allowances | (7,545 | ) | (1,898 | ) | ||||||||
Deferred tax assets, net of valuation allowances | $ | 26,922 | $ | 13,760 | ||||||||
Deferred tax liabilities: | ||||||||||||
Property and equipment | $ | (40,177 | ) | $ | (38,876 | ) | ||||||
Senior convertible notes | (6,716 | ) | (8,076 | ) | ||||||||
Intangibles | — | (459 | ) | |||||||||
Total deferred tax liabilities | $ | (46,893 | ) | $ | (47,411 | ) |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Summary of stock option activity | The following table summarizes stock option activity for the year ended January 31, 2015: | ||||||||||||
Number of Stock Options | Weighted Average Exercise Price | Aggregate Intrinsic Value | Weighted Average Remaining Contractual Life (Years) | ||||||||||
(in thousands) | (in thousands) | ||||||||||||
Outstanding at January 31, 2014 | 376 | $ | 11.72 | $ | 2,336 | 3.8 | |||||||
Granted | — | — | |||||||||||
Exercised | (1 | ) | 8.5 | ||||||||||
Forfeited | — | — | |||||||||||
Outstanding at January 31, 2015 | 375 | $ | 11.74 | $ | 1,731 | 2.8 | |||||||
Exercisable at January 31, 2015 | 375 | $ | 11.74 | $ | 1,731 | 2.8 | |||||||
Summary of information related to options outstanding and exercisable | The following is a summary of information related to stock options outstanding and exercisable at January 31, 2015: | ||||||||||||
Stock Options Outstanding and Exercisable | |||||||||||||
Range of Exercise Prices | Number | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | ||||||||||
(in thousands) | |||||||||||||
$ 4.00-4.50 | 58 | 1.3 | $ | 4.46 | |||||||||
7.50-10.20 | 194 | 2.8 | 8.35 | ||||||||||
11.15-14.69 | 24 | 3.8 | 12.01 | ||||||||||
21.21-26.84 | 99 | 3.5 | 22.47 | ||||||||||
375 | 2.8 | $ | 11.74 | ||||||||||
Schedule of restricted stock award activity | The following table summarizes the activity for RSA's for the year ended January 31, 2015: | ||||||||||||
Shares | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Life (Years) | |||||||||||
(in thousands) | |||||||||||||
Nonvested at January 31, 2014 | 321 | $ | 22.05 | 3.3 | |||||||||
Granted | 170 | 17.9 | |||||||||||
Forfeited | (26 | ) | 21.73 | ||||||||||
Vested | (83 | ) | 21.36 | ||||||||||
Nonvested at January 31, 2015 | 382 | $ | 20.38 | 3.3 | |||||||||
Summary of restricted stock unit activity | The following table summarizes restricted stock unit ("RSU") activity for the year ended January 31, 2015: | ||||||||||||
Shares | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Life (Years) | |||||||||||
(in thousands) | |||||||||||||
Nonvested at January 31, 2014 | — | $ | — | 0 | |||||||||
Granted | 30 | 18.12 | |||||||||||
Forfeited | — | — | |||||||||||
Vested | — | — | |||||||||||
Nonvested at January 31, 2015 | 30 | $ | 18.12 | 2.2 | |||||||||
BUSINESS_COMBINATIONS_Tables
BUSINESS COMBINATIONS (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2015 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Schedule of allocations of purchase prices in business combinations | The allocations of the purchase prices in the above business combinations are presented in the following table: | |||||||||||
2015 | 2014 | 2013 | ||||||||||
(in thousands) | ||||||||||||
Cash | $ | — | $ | 2 | $ | 3 | ||||||
Receivables | 147 | 270 | 2,804 | |||||||||
Inventories | 525 | 2,658 | 29,120 | |||||||||
Prepaid expenses and other | — | — | 352 | |||||||||
Property and equipment | 156 | 2,119 | 4,831 | |||||||||
Intangible assets | — | 182 | 4,029 | |||||||||
Goodwill | — | 71 | 6,479 | |||||||||
$ | 828 | $ | 5,302 | $ | 47,618 | |||||||
Accounts payable | $ | — | $ | — | $ | 3,119 | ||||||
Floorplan payable | — | — | 7,572 | |||||||||
Customer deposits | — | 4 | 1,586 | |||||||||
Accrued expenses | — | — | 21 | |||||||||
$ | — | $ | 4 | $ | 12,298 | |||||||
Cash consideration | 584 | 4,850 | 31,880 | |||||||||
Non-cash consideration: liabilities incurred | 244 | 448 | 3,440 | |||||||||
Total consideration | $ | 828 | $ | 5,298 | $ | 35,320 | ||||||
Goodwill related to the Agriculture operating segment | $ | — | $ | — | $ | 4,877 | ||||||
Goodwill related to the Construction operating segment | $ | — | $ | 71 | $ | 1,500 | ||||||
Goodwill related to the International operating segment | $ | — | $ | — | $ | 102 | ||||||
Goodwill expected to be deductible for tax purposes | $ | — | $ | 71 | $ | 6,107 | ||||||
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS Tables (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring | The assets and liabilities which are measured at fair value on a recurring basis as of January 31, 2015 and 2014 are as follows: | |||||||||||||||||||||||||||||||
January 31, 2015 | January 31, 2014 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Financial Assets | ||||||||||||||||||||||||||||||||
Foreign currency contracts | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 436 | $ | — | $ | 436 | ||||||||||||||||
Total Financial Assets | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 436 | $ | — | $ | 436 | ||||||||||||||||
Financial Liabilities | ||||||||||||||||||||||||||||||||
Interest rate swap | $ | — | $ | 3,233 | $ | — | $ | 3,233 | $ | — | $ | 1,227 | $ | — | $ | 1,227 | ||||||||||||||||
Foreign currency contracts | — | 36 | — | 36 | — | 211 | — | 211 | ||||||||||||||||||||||||
Total Financial Liabilities | $ | — | $ | 3,269 | $ | — | $ | 3,269 | $ | — | $ | 1,438 | $ | — | $ | 1,438 | ||||||||||||||||
Fair Value of Senior Convertible Notes | The following table provides details on the Senior Convertible Notes as of January 31, 2015 and 2014. The difference between the face value and the carrying value of these notes is the result of the allocation between the debt and equity components (see Note 7). Fair value of the Senior Convertible Notes was estimated based on Level 2 fair value inputs. | |||||||||||||||||||||||||||||||
January 31, 2015 | January 31, 2014 | |||||||||||||||||||||||||||||||
Estimated Fair Value | Carrying Value | Face Value | Estimated Fair Value | Carrying Value | Face Value | |||||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Senior convertible notes | $ | 111,273 | $ | 132,350 | $ | 150,000 | $ | 128,522 | $ | 128,893 | $ | 150,000 | ||||||||||||||||||||
STORE_CLOSINGS_AND_REALIGNMENT1
STORE CLOSINGS AND REALIGNMENT COST (Tables) | 12 Months Ended | |||||||||
Jan. 31, 2015 | ||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||
Schedule of Restructuring Costs by Type of Cost | The following summarizes the exit costs associated with the aforementioned store closings and realignment activities: | |||||||||
2015 | 2014 | Income Statement Classification | ||||||||
(in thousands) | ||||||||||
Construction Segment | ||||||||||
Lease termination costs | $ | 1,795 | $ | 282 | Impairment and Realignment Costs | |||||
Employee severance costs | 497 | — | Impairment and Realignment Costs | |||||||
Impairment of fixed assets, net of gains on asset disposition | (60 | ) | — | Impairment and Realignment Costs | ||||||
Asset relocation and other closing costs | 379 | — | Impairment and Realignment Costs | |||||||
$ | 2,611 | $ | 282 | |||||||
Agriculture Segment | ||||||||||
Lease termination costs | $ | 148 | $ | — | Impairment and Realignment Costs | |||||
Employee severance costs | 118 | — | Impairment and Realignment Costs | |||||||
Impairment of fixed assets, net of gains on asset disposition | 85 | — | Impairment and Realignment Costs | |||||||
Asset relocation and other closing costs | 84 | — | Impairment and Realignment Costs | |||||||
Inventory cost adjustments | 471 | — | Equipment Cost of Sales | |||||||
$ | 906 | $ | — | |||||||
International | ||||||||||
Employee severance costs | $ | 56 | $ | — | Impairment and Realignment Costs | |||||
$ | 56 | $ | — | |||||||
Shared Resource Center | ||||||||||
Employee severance costs | $ | 300 | $ | — | Impairment and Realignment Costs | |||||
$ | 300 | $ | — | |||||||
Total | ||||||||||
Lease termination costs | $ | 1,943 | $ | 282 | Impairment and Realignment Costs | |||||
Employee severance costs | 971 | — | Impairment and Realignment Costs | |||||||
Impairment of fixed assets, net of gains on asset disposition | 25 | — | Impairment and Realignment Costs | |||||||
Asset relocation and other closing costs | 463 | — | Impairment and Realignment Costs | |||||||
Inventory cost adjustments | 471 | — | Equipment Cost of Sales | |||||||
$ | 3,873 | $ | 282 | |||||||
Restructuring Reserve Rollforward | A reconciliation of the beginning and ending exit cost liability balance, which is included in accrued expenses in the consolidated balance sheets, follows: | |||||||||
Amount | ||||||||||
(in thousands) | ||||||||||
Balance, January 31, 2013 | $ | 344 | ||||||||
Exit costs incurred and charged to expense | ||||||||||
Lease termination costs | 308 | |||||||||
Exit costs paid | ||||||||||
Lease termination costs | (104 | ) | ||||||||
Balance, January 31, 2014 | 548 | |||||||||
Exit costs incurred and charged to expense | ||||||||||
Lease termination costs | 1,943 | |||||||||
Employee severance costs | 971 | |||||||||
Exit costs paid | ||||||||||
Lease termination costs | (679 | ) | ||||||||
Employee severance costs | (971 | ) | ||||||||
Adjustments | ||||||||||
Lease termination costs | (106 | ) | ||||||||
Balance, January 31, 2015 | $ | 1,706 | ||||||||
HELD_FOR_SALE_Tables
HELD FOR SALE (Tables) | 12 Months Ended | |||
Jan. 31, 2015 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ||||
Schedule of Disposal Groups | The assets and liabilities which are held for sale related to the aforementioned disposal groups are presented in the following table: | |||
2015 | ||||
(in thousands) | ||||
Assets Held for Sale | ||||
Receivables | $ | 147 | ||
Inventories | ||||
New equipment | 6,269 | |||
Used equipment | 3,973 | |||
Parts and attachments | 920 | |||
Work in process | 65 | |||
Total inventories | 11,227 | |||
Property and equipment | ||||
Machinery and equipment | 114 | |||
Vehicles | 155 | |||
Furniture and fixtures | 57 | |||
Land, buildings, and leasehold improvements | 3,612 | |||
Total property and equipment | 3,938 | |||
$ | 15,312 | |||
Liabilities Held for Sale | ||||
Accounts payable | $ | 151 | ||
Floorplan payable | 1,771 | |||
Customer deposits | 913 | |||
$ | 2,835 | |||
SEGMENT_INFORMATION_AND_OPERAT1
SEGMENT INFORMATION AND OPERATING RESULTS (Tables) | 12 Months Ended | |||||||||||
Jan. 31, 2015 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Schedule of financial information of business segments | Certain financial information for each of the Company's business segments is set forth below. | |||||||||||
31-Jan-15 | 31-Jan-14 | 31-Jan-13 | ||||||||||
(in thousands) | ||||||||||||
Revenue | ||||||||||||
Agriculture | $ | 1,372,716 | $ | 1,765,821 | $ | 1,827,023 | ||||||
Construction | 434,639 | 405,822 | 380,295 | |||||||||
International | 166,379 | 145,884 | 72,510 | |||||||||
Segment revenue | 1,973,734 | 2,317,527 | 2,279,828 | |||||||||
Eliminations | (73,488 | ) | (91,081 | ) | (81,408 | ) | ||||||
Total | $ | 1,900,246 | $ | 2,226,446 | $ | 2,198,420 | ||||||
Income (Loss) Before Income Taxes | ||||||||||||
Agriculture | $ | (13,429 | ) | $ | 59,574 | $ | 83,256 | |||||
Construction | (10,770 | ) | (28,083 | ) | (4,708 | ) | ||||||
International | (17,248 | ) | (5,544 | ) | 541 | |||||||
Segment income (loss) before income taxes | (41,447 | ) | 25,947 | 79,089 | ||||||||
Shared Resources | 2,144 | (6,650 | ) | (6,902 | ) | |||||||
Eliminations | 963 | (868 | ) | (1,491 | ) | |||||||
Income (loss) before income taxes | $ | (38,340 | ) | $ | 18,429 | $ | 70,696 | |||||
Impairment and Realignment Costs | ||||||||||||
Agriculture | $ | 30,348 | $ | — | $ | — | ||||||
Construction | 2,726 | 8,243 | — | |||||||||
International | 1,007 | 1,754 | — | |||||||||
Segment impairment | 34,081 | 9,997 | — | |||||||||
Shared Resources | 309 | — | — | |||||||||
Total | $ | 34,390 | $ | 9,997 | $ | — | ||||||
Interest Income | ||||||||||||
Agriculture | $ | 214 | $ | 270 | $ | 181 | ||||||
Construction | 459 | 638 | 510 | |||||||||
International | 83 | 102 | — | |||||||||
Segment interest income | 756 | 1,010 | 691 | |||||||||
Shared Resources | 27 | 22 | 13 | |||||||||
Total | $ | 783 | $ | 1,032 | $ | 704 | ||||||
Interest Expense | ||||||||||||
Agriculture | $ | 16,983 | $ | 16,052 | $ | 13,324 | ||||||
Construction | 12,110 | 10,751 | 8,634 | |||||||||
International | 8,002 | 4,562 | 957 | |||||||||
Segment interest expense | 37,095 | 31,365 | 22,915 | |||||||||
Shared Resources | (2,304 | ) | (810 | ) | (153 | ) | ||||||
Total | $ | 34,791 | $ | 30,555 | $ | 22,762 | ||||||
31-Jan-15 | 31-Jan-14 | 31-Jan-13 | ||||||||||
(in thousands) | ||||||||||||
Depreciation and Amortization | ||||||||||||
Agriculture | $ | 8,666 | $ | 8,196 | $ | 7,056 | ||||||
Construction | 17,647 | 18,064 | 13,546 | |||||||||
International | 1,710 | 1,110 | 340 | |||||||||
Segment depreciation and amortization | 28,023 | 27,370 | 20,942 | |||||||||
Shared Resources | 3,745 | 3,424 | 2,522 | |||||||||
Total | $ | 31,768 | $ | 30,794 | $ | 23,464 | ||||||
Capital Expenditures | ||||||||||||
Agriculture | $ | 3,324 | $ | 4,634 | $ | 7,470 | ||||||
Construction | 4,779 | 2,752 | 16,175 | |||||||||
International | 1,726 | 4,015 | 1,070 | |||||||||
Segment capital expenditures | 9,829 | 11,401 | 24,715 | |||||||||
Shared Resources | 7,183 | 7,609 | 15,117 | |||||||||
Total | $ | 17,012 | $ | 19,010 | $ | 39,832 | ||||||
Total Assets | ||||||||||||
Agriculture | $ | 736,239 | $ | 943,212 | ||||||||
Construction | 394,236 | 308,525 | ||||||||||
International | 155,150 | 195,534 | ||||||||||
Segment assets | 1,285,625 | 1,447,271 | ||||||||||
Shared Resources | 68,693 | 120,335 | ||||||||||
Eliminations | (4,571 | ) | (2,958 | ) | ||||||||
Total | $ | 1,349,747 | $ | 1,564,648 | ||||||||
SELECTED_QUARTERLY_FINANCIAL_D1
SELECTED QUARTERLY FINANCIAL DATA (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||
Schedule of quarterly financial information | The following reflects selected quarterly financial information for fiscal years 2015 and 2014. | |||||||||||||||||||||||
Revenue | Gross Profit | Net Income (Loss) Including Noncontrolling Interest | Net Income (Loss) Attributable to Titan Machinery Inc. | Earnings (Loss) per Share-Basic | Earnings (Loss) per Share-Diluted | |||||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||||||
2015 | ||||||||||||||||||||||||
First quarter | $ | 465,463 | $ | 75,939 | $ | (6,893 | ) | $ | (6,549 | ) | $ | (0.31 | ) | $ | (0.31 | ) | ||||||||
Second quarter | 450,990 | 79,653 | (775 | ) | (614 | ) | (0.03 | ) | (0.03 | ) | ||||||||||||||
Third quarter | 493,141 | 84,691 | 2,313 | 2,470 | 0.12 | 0.11 | ||||||||||||||||||
Fourth quarter | 490,652 | 68,101 | (28,062 | ) | (27,464 | ) | (1.28 | ) | (1.28 | ) | ||||||||||||||
2014 | ||||||||||||||||||||||||
First quarter | $ | 441,674 | $ | 73,948 | $ | (603 | ) | $ | (414 | ) | $ | (0.02 | ) | $ | (0.02 | ) | ||||||||
Second quarter | 488,180 | 83,542 | 3,967 | 3,833 | 0.18 | 0.18 | ||||||||||||||||||
Third quarter | 587,961 | 93,606 | 5,758 | 5,825 | 0.27 | 0.27 | ||||||||||||||||||
Fourth quarter | 708,631 | 96,978 | (1,018 | ) | (393 | ) | (0.02 | ) | (0.02 | ) | ||||||||||||||
BUSINESS_ACTIVITY_AND_SIGNIFIC3
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Jan. 31, 2015 | |
Receivables and Credit Policy | |
Period from the invoice date within which trade accounts receivable due from customers | 30 days |
Buildings and leasehold improvements | Minimum | |
Property and Equipment | |
Estimated useful life | 10 years |
Buildings and leasehold improvements | Maximum | |
Property and Equipment | |
Estimated useful life | 40 years |
Machinery and equipment | Minimum | |
Property and Equipment | |
Estimated useful life | 3 years |
Machinery and equipment | Maximum | |
Property and Equipment | |
Estimated useful life | 10 years |
Furniture and fixtures | Minimum | |
Property and Equipment | |
Estimated useful life | 3 years |
Furniture and fixtures | Maximum | |
Property and Equipment | |
Estimated useful life | 10 years |
Vehicles | Minimum | |
Property and Equipment | |
Estimated useful life | 5 years |
Vehicles | Maximum | |
Property and Equipment | |
Estimated useful life | 10 years |
Rental fleet | Minimum | |
Property and Equipment | |
Estimated useful life | 3 years |
Rental fleet | Maximum | |
Property and Equipment | |
Estimated useful life | 10 years |
BUSINESS_ACTIVITY_AND_SIGNIFIC4
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Jan. 31, 2015 | |
unit | |
Accounting Policies [Abstract] | |
Number of reporting units which carry a goodwill balance | 2 |
Customer relationships | |
Intangible Assets | |
Expected period of benefit | 3 years |
Covenants not to compete | Minimum | |
Intangible Assets | |
Expected period of benefit | 3 years |
Covenants not to compete | Maximum | |
Intangible Assets | |
Expected period of benefit | 10 years |
BUSINESS_ACTIVITY_AND_SIGNIFIC5
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Carrying Value of Long-Lived Assets Analyzed for Impairment | $6.60 | |
Impairment Loss | 1.5 | |
Failed Step 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Carrying Value of Long-Lived Assets Analyzed for Impairment | 1.2 | |
Passed Step 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Carrying Value of Long-Lived Assets Analyzed for Impairment | 5.4 | |
Stores Remaining Open | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Impairment Loss | 0.4 | |
Stores Closed | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Impairment Loss | 1 | |
Stores Closed | Agriculture | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Impairment Loss | 0.6 | |
Stores Closed | Construction | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Impairment Loss | 0.3 | |
Stores Closed | International | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Impairment Loss | $0.10 |
BUSINESS_ACTIVITY_AND_SIGNIFIC6
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 4) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Anti-dilutive securities | |||||||||||
Document Fiscal Year Focus | 2015 | ||||||||||
Denominator | |||||||||||
Basic weighted-average common shares outstanding | 20,989 | 20,894 | 20,787 | ||||||||
Plus: Incremental shares from assumed conversions of stock options and warrants | 146 | 200 | |||||||||
Diluted weighted-average common shares outstanding | 20,989 | 21,040 | 20,987 | ||||||||
Earnings (Loss) per share - basic (in dollars per share) | ($1.28) | $0.12 | ($0.03) | ($0.31) | ($0.02) | $0.27 | $0.18 | ($0.02) | ($1.51) | $0.42 | $2.02 |
Earnings (Loss) per share - diluted (in dollars per share) | ($1.28) | $0.11 | ($0.03) | ($0.31) | ($0.02) | $0.27 | $0.18 | ($0.02) | ($1.51) | $0.41 | $2 |
Stock Options | |||||||||||
Anti-dilutive securities | |||||||||||
Anti-dilutive securities excluded from the calculation of diluted earnings per share (in shares) | 221 | 99 | 10 | ||||||||
Convertible Notes | |||||||||||
Anti-dilutive securities | |||||||||||
Anti-dilutive securities excluded from the calculation of diluted earnings per share (in shares) | 3,474 | ||||||||||
Conversion price of shares underlying convertible notes | $43.17 | $43.17 |
BUSINESS_ACTIVITY_AND_SIGNIFIC7
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 5) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Lessor Accounting | |||
Property and equipment, net | $312,755,000 | $308,919,000 | |
Accumulated depreciation | 104,075,000 | 80,919,000 | |
Rental fleet equipment | |||
Lessor Accounting | |||
Maximum lease period | 1 year | ||
Rental revenue | 73,700,000 | 68,600,000 | 54,600,000 |
Property and equipment, net | 148,200,000 | 145,000,000 | |
Accumulated depreciation | $40,200,000 | $29,100,000 |
BUSINESS_ACTIVITY_AND_SIGNIFIC8
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 6) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
segment | |||
Advertising Costs | |||
Advertising Expense | $5.50 | $5.90 | $5.60 |
Segment Reporting | |||
Number of Reportable Segments | 3 |
BUSINESS_ACTIVITY_AND_SIGNIFIC9
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 7) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2013 |
Comprehensive Income and Foreign Currency Matters | ||
Net foreign currency transaction gain (loss) | ($12.30) | $0.90 |
Devaluation of Ukrainian hryvnia | ||
Comprehensive Income and Foreign Currency Matters | ||
Net foreign currency transaction gain (loss) | -5.8 | |
Intercompany loans to foreign subsidiaries | ||
Comprehensive Income and Foreign Currency Matters | ||
Net foreign currency transaction gain (loss) | ($6.10) |
RECEIVABLES_Details
RECEIVABLES (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
Receivables | ||
Trade accounts receivable | $80,495 | $100,648 |
Other receivables | 105 | 909 |
Receivables, gross | 80,600 | 101,557 |
Less allowance for doubtful accounts | -4,218 | -3,663 |
Receivables, net | 76,382 | 97,894 |
Due from customers | ||
Receivables | ||
Trade accounts receivable | 46,526 | 53,870 |
Due from finance companies | ||
Receivables | ||
Trade accounts receivable | 15,489 | 20,154 |
Due from manufacturers | ||
Receivables | ||
Trade accounts receivable | $18,480 | $26,624 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
New equipment | $442,984 | $575,518 |
Used equipment | 318,308 | 363,755 |
Parts and attachments | 107,893 | 126,666 |
Work in process | 10,255 | 10,039 |
Inventories | $879,440 | $1,075,978 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $312,755,000 | $308,919,000 | |
Less accumulated depreciation | -104,075,000 | -80,919,000 | |
Property and equipment, net | 208,680,000 | 228,000,000 | |
Depreciation expense | 31,200,000 | 30,000,000 | 22,700,000 |
Rental fleet equipment | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 148,198,000 | 145,007,000 | |
Machinery and equipment | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 24,071,000 | 23,382,000 | |
Vehicles | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 43,435,000 | 44,200,000 | |
Furniture and fixtures | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 39,421,000 | 35,860,000 | |
Land, buildings, and leasehold improvements | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $57,630,000 | $60,470,000 |
INTANGIBLE_ASSETS_AND_GOODWILL2
INTANGIBLE ASSETS AND GOODWILL (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
INTANGIBLE ASSETS | |||
Cost | $3,266,000 | $3,828,000 | |
Accumulated Amortization | -2,690,000 | -2,543,000 | |
Net | 576,000 | 1,285,000 | |
Amortization expense | 600,000 | 800,000 | 800,000 |
Indefinite lived intangible assets | |||
Indefinite-lived intangible assets | 4,882,000 | 10,465,000 | 12,206,000 |
Covenants not to compete | |||
INTANGIBLE ASSETS | |||
Cost | 2,078,000 | 2,498,000 | |
Accumulated Amortization | -1,521,000 | -1,424,000 | |
Net | 557,000 | 1,074,000 | |
Acquired finite lived intangible assets | 200,000 | ||
Weighted-average amortization period | 5 years 0 months 0 days | ||
Customer relationships | |||
INTANGIBLE ASSETS | |||
Cost | 1,188,000 | 1,330,000 | |
Accumulated Amortization | -1,169,000 | -1,119,000 | |
Net | $19,000 | $211,000 |
INTANGIBLE_ASSETS_AND_GOODWILL3
INTANGIBLE ASSETS AND GOODWILL (Details 2) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
Future amortization expense | ||
2016 | $322 | |
2017 | 135 | |
2018 | 73 | |
2019 | 27 | |
2020 | 15 | |
Thereafter | 4 | |
Net | $576 | $1,285 |
INTANGIBLE_ASSETS_AND_GOODWILL4
INTANGIBLE ASSETS AND GOODWILL INDEFINITE LIVED INTANGIBLE (Details 3) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 |
Indefinite-lived Intangible Assets | ||
Current Fiscal Year End Date | -30 | |
Changes in carrying amount of goodwill | ||
Balance at the beginning of the period | $24,751 | $30,903 |
Arising in completed business combinations | 0 | 71 |
Goodwill, Impairment Loss | -24,739 | -6,261 |
Foreign currency translation adjustment | -12 | 38 |
Balance at the end of the period | 0 | 24,751 |
Fair value determination period | 5 years | |
Agriculture | ||
Changes in carrying amount of goodwill | ||
Balance at the beginning of the period | 24,642 | 24,642 |
Arising in completed business combinations | 0 | 0 |
Goodwill, Impairment Loss | -24,642 | 0 |
Foreign currency translation adjustment | 0 | 0 |
Balance at the end of the period | 0 | 24,642 |
Construction | ||
Changes in carrying amount of goodwill | ||
Balance at the beginning of the period | 0 | 5,267 |
Arising in completed business combinations | 0 | 71 |
Goodwill, Impairment Loss | 0 | -5,338 |
Foreign currency translation adjustment | 0 | 0 |
Balance at the end of the period | 0 | 0 |
International | ||
Changes in carrying amount of goodwill | ||
Balance at the beginning of the period | 109 | 994 |
Arising in completed business combinations | 0 | 0 |
Goodwill, Impairment Loss | -97 | -923 |
Foreign currency translation adjustment | -12 | 38 |
Balance at the end of the period | 0 | 109 |
Agriculture and Serbian Reporting Units | ||
Changes in carrying amount of goodwill | ||
Goodwill, implied fair value | $0 |
INTANGIBLE_ASSETS_AND_GOODWILL5
INTANGIBLE ASSETS AND GOODWILL (Details 4) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Indefinite-lived Intangible Assets | |||
Intangible assets, net of accumulated amortization | $4,882 | $10,465 | $12,206 |
Indefinite-lived Intangible Assets Acquired | 0 | 149 | |
Impairment | -5,498 | -1,952 | |
Indefinite-lived Intangible Assets, Translation Adjustments | -85 | 62 | |
Agriculture | |||
Indefinite-lived Intangible Assets | |||
Intangible assets, net of accumulated amortization | 4,810 | 9,584 | 9,584 |
Indefinite-lived Intangible Assets Acquired | 0 | 0 | |
Impairment | -4,774 | 0 | |
Indefinite-lived Intangible Assets, Translation Adjustments | 0 | 0 | |
Construction | |||
Indefinite-lived Intangible Assets | |||
Intangible assets, net of accumulated amortization | 72 | 72 | 1,045 |
Indefinite-lived Intangible Assets Acquired | 0 | 149 | |
Impairment | 0 | -1,122 | |
Indefinite-lived Intangible Assets, Translation Adjustments | 0 | 0 | |
International | |||
Indefinite-lived Intangible Assets | |||
Intangible assets, net of accumulated amortization | 0 | 809 | 1,577 |
Indefinite-lived Intangible Assets Acquired | 0 | 0 | |
Impairment | -724 | -830 | |
Indefinite-lived Intangible Assets, Translation Adjustments | -85 | 62 | |
Certain Distribution Rights | |||
Indefinite-lived Intangible Assets | |||
Indefinite-lived intangibles, fair value | $0 |
LINES_OF_CREDITFLOORPLAN_NOTES1
LINES OF CREDIT/FLOORPLAN NOTES PAYABLE (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | ||||||
Jan. 31, 2015 | Oct. 31, 2014 | Apr. 10, 2015 | Apr. 30, 2015 | Jul. 31, 2015 | Oct. 31, 2015 | Jan. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Jan. 31, 2014 | Apr. 01, 2015 | |
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Line of Credit Facility, Number of Significant Lines of Credit | 3 | ||||||||||||
Floorplan payable | $627,249,000 | $750,533,000 | |||||||||||
CNH Capital America LLC | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum Level of Adjusted Debt to Tangible Net Worth Covenant | 3 | ||||||||||||
Minimum Fixed Charge Coverage Ratio Covenant | 1.25 | ||||||||||||
Agricredit Acceptance LLC | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Minimum Fixed Charge Coverage Ratio Covenant | 1.25 | ||||||||||||
Maximum Leverage Ratio Covenant | 3 | ||||||||||||
Floorplan lines of credit | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum borrowing capacity | 1,200,000,000 | ||||||||||||
Floorplan payable | 594,100,000 | 692,800,000 | |||||||||||
Floorplan lines of credit | CNH Capital America LLC | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum borrowing capacity | 450,000,000 | ||||||||||||
Basis of variable interest rate | prime | ||||||||||||
Margin over variable rate basis (as a percent) | 4.00% | ||||||||||||
Floorplan lines of credit | Agricredit Acceptance LLC | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum borrowing capacity | 225,000,000 | ||||||||||||
Basis of variable interest rate | LIBOR | ||||||||||||
Notice period for increasing, decreasing or termination of credit facility | 90 days | ||||||||||||
Floorplan lines of credit | Agricredit Acceptance LLC | Minimum | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Margin over variable rate basis (as a percent) | 4.75% | ||||||||||||
Floorplan lines of credit | Agricredit Acceptance LLC | Maximum | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Margin over variable rate basis (as a percent) | 5.25% | ||||||||||||
Floorplan notes payable for credit facility | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Interest rate, Minimum (as a percent) | 3.05% | ||||||||||||
Interest rate, Maximum (as a percent) | 5.01% | ||||||||||||
Foreign Subsidiaries | Floorplan lines of credit | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum borrowing capacity | 133,000,000 | ||||||||||||
April 2015 Amended Credit Facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Minimum Fixed Charge Coverage Ratio Covenant | 1.25 | ||||||||||||
April 2015 Amended Credit Facility | Credit facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Percentage of net income permitted to be paid as cash dividends | 50.00% | ||||||||||||
April 2015 Amended Credit Facility | Credit facility | Group of banks led by Wells Fargo Bank | Maximum | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Number of trailing quarters | 4 | ||||||||||||
October 2014 Amended Credit Facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Minimum Income (Loss) Before Income Taxes Covenant | 5,000,000 | ||||||||||||
October 2014 Amended Credit Facility | Credit facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Basis of variable interest rate | LIBOR | ||||||||||||
October 2014 Amended Credit Facility | Credit facility | Group of banks led by Wells Fargo Bank | Minimum | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Margin over variable rate basis (as a percent) | 1.50% | ||||||||||||
Non-usage fee on average monthly unused amount (as a percent) | 0.30% | ||||||||||||
October 2014 Amended Credit Facility | Credit facility | Group of banks led by Wells Fargo Bank | Maximum | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Margin over variable rate basis (as a percent) | 2.88% | ||||||||||||
Non-usage fee on average monthly unused amount (as a percent) | 0.40% | ||||||||||||
October 2014 Amended Credit Facility | Working capital line of credit | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum borrowing capacity | 112,500,000 | ||||||||||||
October 2014 Amended Credit Facility | Floorplan lines of credit | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum borrowing capacity | 350,000,000 | ||||||||||||
Prior to October 2014 Amendment | Credit facility | Group of banks led by Wells Fargo Bank | Minimum | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Margin over variable rate basis (as a percent) | 1.50% | ||||||||||||
Prior to October 2014 Amendment | Credit facility | Group of banks led by Wells Fargo Bank | Maximum | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Margin over variable rate basis (as a percent) | 2.63% | ||||||||||||
Subsequent Event | Floorplan lines of credit | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum borrowing capacity | 1,100,000,000 | ||||||||||||
Subsequent Event | Amended floorplan line of credit | Agricredit Acceptance LLC | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum borrowing capacity | 200,000,000 | ||||||||||||
Subsequent Event | April 2015 Amended Credit Facility | Credit facility | Group of banks led by Wells Fargo Bank | Minimum | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Margin over variable rate basis (as a percent) | 1.50% | ||||||||||||
Subsequent Event | April 2015 Amended Credit Facility | Credit facility | Group of banks led by Wells Fargo Bank | Maximum | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Margin over variable rate basis (as a percent) | 3.13% | ||||||||||||
Subsequent Event | April 2015 Amended Credit Facility | Working capital line of credit | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum borrowing capacity | 87,500,000 | ||||||||||||
Subsequent Event | April 2015 Amended Credit Facility | Floorplan lines of credit | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum borrowing capacity | 275,000,000 | ||||||||||||
Credit Agreement, after October 31, 2015 | April 2015 Amended Credit Facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum Leverage Ratio Covenant | 2.5 | ||||||||||||
Credit Agreement, July 31, 2015 | April 2015 Amended Credit Facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum Leverage Ratio Covenant | 2.75 | ||||||||||||
Credit Agreement, October 31, 2015 | April 2015 Amended Credit Facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum Leverage Ratio Covenant | 2.75 | ||||||||||||
Credit Agreement, April 30, 2015 | April 2015 Amended Credit Facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum Leverage Ratio Covenant | 3 | ||||||||||||
Credit Agreement, January 31, 2015 | April 2015 Amended Credit Facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum Leverage Ratio Covenant | 3 | ||||||||||||
Credit Agreement, January 31, 2015 | October 2014 Amended Credit Facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Maximum Leverage Ratio Covenant | 3 | ||||||||||||
Forecast | April 2015 Amended Credit Facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Minimum Income (Loss) Before Income Taxes Covenant | -11,000,000 | -9,000,000 | 1,000,000 | 10,000,000 | |||||||||
Forecast | October 2014 Amended Credit Facility | Group of banks led by Wells Fargo Bank | |||||||||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||||||||||||
Minimum Income (Loss) Before Income Taxes Covenant | $6,000,000 | $15,000,000 | $10,000,000 | $10,000,000 | $6,000,000 |
SENIOR_CONVERTIBLE_NOTES_Detai
SENIOR CONVERTIBLE NOTES (Details) (USD $) | 1 Months Ended | 12 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Apr. 30, 2012 | Jan. 31, 2015 |
Minimum | ||
SENIOR CONVERTIBLE NOTES | ||
Number of days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be convertible | 20 days | |
Percentage of the conversion price that the closing sales price of the entity's common stock must equal or exceed in order for the notes to be convertible | 120.00% | |
Percentage of principal amount of outstanding debt held by trustee or holders, in which they may declare debt to be due and payable immediately in event of default | 25.00% | |
Minimum | Period after May 6, 2015 | ||
SENIOR CONVERTIBLE NOTES | ||
Percentage of the conversion price that the closing sales price of the entity's common stock must equal or exceed in order for the notes to be redeemable | 120.00% | |
Maximum | ||
SENIOR CONVERTIBLE NOTES | ||
Percentage of the trading price to the product of the last reported sale price of the entity's common stock and the conversion rate | 98.00% | |
Convertible Notes | ||
SENIOR CONVERTIBLE NOTES | ||
Amount of debt issued | $150 | |
Interest rate (as a percent) | 3.75% | |
Initial conversion rate of common stock per $1,000 of principal amount of Convertible Notes (in shares) | 0.0231626 | |
Initial effective conversion price (in dollars per share) | $43.17 | |
Number of consecutive trading days during which the closing price of the entity's common stock must equal or exceed the conversion price in order for the notes to be convertible | 30 days | |
Number of consecutive business days immediately after any five consecutive trading day period during the note measurement period | 5 days | |
Number of consecutive trading days before five consecutive business days during the note measurement period | 5 days | |
Percentage of principal amount at which notes may be required to be repurchased in event of fundamental change by the entity | 100.00% | |
Discount rate (as a percent) | 7.00% | |
Convertible Notes | Period after May 6, 2015 | ||
SENIOR CONVERTIBLE NOTES | ||
Number of consecutive trading days during which the closing price of the entity's common stock must equal or exceed the conversion price in order for the notes to be convertible | 30 days | |
Convertible Notes | Minimum | Period after May 6, 2015 | ||
SENIOR CONVERTIBLE NOTES | ||
Number of days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be redeemable | 20 days |
SENIOR_CONVERTIBLE_NOTES_Detai1
SENIOR CONVERTIBLE NOTES (Details 2) (USD $) | 1 Months Ended | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Apr. 30, 2012 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Apr. 24, 2012 |
Proceeds from Issuance of Long-term Debt [Abstract] | |||||
Additional paid-in capital | $15,546 | ||||
Convertible notes | |||||
Principal value | 150,000 | 150,000 | |||
Coupon interest expense recognized | 14,314 | 13,791 | 9,465 | ||
Net proceeds, senior convertible notes | 145,247 | ||||
Interest Expense | 34,791 | 30,555 | 22,762 | ||
Convertible Notes | |||||
Proceeds from Issuance of Long-term Debt [Abstract] | |||||
Senior convertible notes, net | 132,350 | 128,893 | 123,319 | ||
Additional paid-in capital | 15,546 | ||||
Transaction costs allocated to the liability component | -3,907 | ||||
Long-term deferred tax liability | 10,289 | ||||
Convertible notes | |||||
Principal value | 150,000 | 150,000 | |||
Unamortized debt discount | -17,650 | -21,107 | |||
Carrying value of senior convertible notes | 132,350 | 128,893 | 123,319 | ||
Carrying value of equity component, net of deferred taxes | 15,546 | 15,546 | |||
Conversion rate (shares of common stock per $1,000 principal amount of notes) | 0.0231626 | ||||
Conversion price (per share of common stock) | $43.17 | ||||
Period over which unamortized debt discount will be amortized | 4 years 3 months | ||||
Coupon interest expense recognized | 5,625 | 5,625 | 4,328 | ||
Amortization of debt discount recognized as non-cash interest expense | 3,457 | 3,227 | 2,347 | ||
Amortization of the liability-allocated transaction costs | 538 | 524 | 385 | ||
Principal value | 150,000 | ||||
Less: transaction costs | -4,753 | ||||
Net proceeds, senior convertible notes | 145,247 | 145,247 | |||
Interest Expense | $9,620 | $9,376 | $7,060 | ||
Debt Instrument, Interest Rate During Period | 7.00% | 7.00% | 7.00% |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
LONG-TERM DEBT | ||
Long term debt | $74,872 | $97,724 |
Less current maturities | -7,749 | -2,192 |
Long term debt noncurrent | 67,123 | 95,532 |
Fixed rate notes payable, mature due February 2016 | ||
LONG-TERM DEBT | ||
Long term debt | 21,333 | 33,982 |
Fixed rate notes payable, mature through November 2019 | ||
LONG-TERM DEBT | ||
Long term debt | 18,890 | 15,878 |
Working Capital Line Payable | ||
LONG-TERM DEBT | ||
Long term debt | 18,719 | 47,823 |
Variable rate notes payable | ||
LONG-TERM DEBT | ||
Long term debt | 14,489 | 0 |
Other | ||
LONG-TERM DEBT | ||
Long term debt | $1,441 | $41 |
LONGTERM_DEBT_Details_2
LONG-TERM DEBT (Details 2) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
Long-term debt maturities | ||
2016 | $7,749 | |
2017 | 29,259 | |
2018 | 5,090 | |
2019 | 22,008 | |
2020 | 807 | |
Thereafter | 9,959 | |
Long term debt | $74,872 | $97,724 |
DERIVATIVE_INSTRUMENTS_Details
DERIVATIVE INSTRUMENTS (Details) (USD $) | 12 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Oct. 09, 2013 | |
Derivative Asset, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative asset | $0 | $436,000 | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative liability | 3,269,000 | 1,438,000 | ||
Foreign currency forward contracts | ||||
Gains and Losses Recognized on Derivative Instruments: | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | 2,227,000 | -1,154,000 | -834,000 | |
Amount of Gain (Loss) Recognized in Income | 5,018,000 | -720,000 | -1,795,000 | |
Foreign currency forward contracts | Net Investment Hedges | Forward-starting contract | ||||
DERIVATIVE INSTRUMENTS | ||||
Notional amount outstanding | 14,223,000 | 43,742,000 | ||
Foreign currency forward contracts | Cash Flow Hedging | ||||
DERIVATIVE INSTRUMENTS | ||||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Before Tax | -100,000 | |||
Gains and Losses Recognized on Derivative Instruments: | ||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | -100,000 | |||
Foreign currency forward contracts | Cash Flow Hedging | Forward-starting contract | ||||
DERIVATIVE INSTRUMENTS | ||||
Notional amount outstanding | 0 | 4,754,000 | ||
Foreign currency forward contracts | Designated as Hedging Instrument | Net Investment Hedges | ||||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative asset | 0 | 157,000 | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative liability | 19,000 | 0 | ||
Gains and Losses Recognized on Derivative Instruments: | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | 4,749,000 | 284,000 | -834,000 | |
Amount of Gain (Loss) Recognized in Income | 0 | 0 | -365,000 | |
Foreign currency forward contracts | Designated as Hedging Instrument | Cash Flow Hedging | ||||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative liability | 0 | 211,000 | ||
Gains and Losses Recognized on Derivative Instruments: | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | 73,000 | -211,000 | 0 | |
Amount of Gain (Loss) Recognized in Income | -76,000 | 0 | 0 | |
Foreign currency forward contracts | Not designated as hedging instruments | ||||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative asset | 0 | 279,000 | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative liability | 17,000 | 0 | ||
Gains and Losses Recognized on Derivative Instruments: | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | 0 | 0 | 0 | |
Amount of Gain (Loss) Recognized in Income | 5,683,000 | -720,000 | -1,430,000 | |
Foreign currency forward contracts | Not designated as hedging instruments | Cash Flow Hedging | Forward-starting contract | ||||
DERIVATIVE INSTRUMENTS | ||||
Notional amount outstanding | 30,030,000 | 44,775,000 | ||
Interest Rate Swap | Cash Flow Hedging | ||||
DERIVATIVE INSTRUMENTS | ||||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Before Tax | -3,800,000 | |||
Gains and Losses Recognized on Derivative Instruments: | ||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | -1,600,000 | |||
Interest Rate Swap | Cash Flow Hedging | Forward-starting contract | ||||
DERIVATIVE INSTRUMENTS | ||||
Notional amount outstanding | 100,000,000 | 100,000,000 | ||
Derivative, Fixed Interest Rate | 1.90% | |||
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedging | ||||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative liability | 3,233,000 | 1,227,000 | ||
Gains and Losses Recognized on Derivative Instruments: | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | -2,595,000 | -1,227,000 | 0 | |
Amount of Gain (Loss) Recognized in Income | ($589,000) | $0 | $0 |
ACCRUED_EXPENSES_Details
ACCRUED EXPENSES (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Compensation | $17,289 | $19,533 |
Sales, payroll, real estate and value added taxes | 4,826 | 6,405 |
Interest | 2,377 | 2,299 |
Health insurance claims liability | 1,607 | 2,641 |
Deferred revenue | 3,022 | 1,115 |
Derivative liabilities | 3,269 | 1,438 |
Other | 3,106 | 3,537 |
Total accrued expenses | $35,496 | $36,968 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Millions, unless otherwise specified | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Guarantees on customer financing | $4.60 | $3.30 |
OPERATING_LEASES_AND_RELATED_P2
OPERATING LEASES AND RELATED PARTY TRANSACTIONS (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
OPERATING LEASES AND RELATED PARTY TRANSACTIONS | |||
Sale Leaseback Transaction, Gross Proceeds, Financing Activities | $1,300,000 | ||
Rent and lease expense | 23,000,000 | 22,100,000 | 17,500,000 |
Minimum future lease payments | |||
2016 | 23,250,000 | ||
2017 | 21,523,000 | ||
2018 | 19,927,000 | ||
2019 | 18,600,000 | ||
2020 | 17,351,000 | ||
Thereafter | 101,907,000 | ||
Total | 202,558,000 | ||
Dealer Sites | |||
OPERATING LEASES AND RELATED PARTY TRANSACTIONS | |||
Maximum related party ownership (as a percent) | 10.00% | ||
Number of buildings leased | 48 | ||
C.I. Farm Power, Inc. | |||
OPERATING LEASES AND RELATED PARTY TRANSACTIONS | |||
Number of buildings leased | 1 | ||
Lease termination notice period | 60 days | ||
C.I. Construction | |||
OPERATING LEASES AND RELATED PARTY TRANSACTIONS | |||
Payments for cost reimbursements | 1,900,000 | 3,900,000 | 6,700,000 |
Accounts Receivable, Related Parties | 100,000 | ||
Cherry Tree & Associates, LLC | |||
OPERATING LEASES AND RELATED PARTY TRANSACTIONS | |||
Payment for services related to the convertible notes offering | 200,000 | ||
Related parties | |||
OPERATING LEASES AND RELATED PARTY TRANSACTIONS | |||
Rent and lease expense | $100,000 | $100,000 | $7,000,000 |
Building | |||
OPERATING LEASES AND RELATED PARTY TRANSACTIONS | |||
Number of buildings leased | 141 | ||
Maximum | |||
OPERATING LEASES AND RELATED PARTY TRANSACTIONS | |||
Lease term | 15 years |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
INCOME (LOSS) BEFORE INCOME TAXES - US | ($20,825) | $25,713 | $70,788 |
INCOME (LOSS) BEFORE INCOME TAXES - FOREIGN | -17,515 | -7,284 | -92 |
Income (Loss) Before Income Taxes | -38,340 | 18,429 | 70,696 |
Current payable (receivable) | |||
Federal | 8,615 | 13,086 | 17,588 |
State | 1,245 | 2,029 | 4,154 |
Foreign | 54 | 149 | 287 |
Current Income Tax Expense (Benefit) | 9,914 | 15,264 | 22,029 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | -13,372 | -4,832 | 5,996 |
State | -1,504 | -533 | 553 |
Foreign | 39 | 426 | -441 |
Deferred income taxes | -14,837 | -4,939 | 6,108 |
Total | -4,923 | 10,325 | 28,137 |
Reconciliation of statutory federal income tax rate to effective rate | |||
U.S. statutory rate (as a percent) | -35.00% | 35.00% | 35.00% |
Foreign statutory rates (as a percent) | 3.00% | 2.90% | -0.40% |
State taxes on income net of federal tax benefit (as a percent) | -4.40% | 4.50% | 4.70% |
Valuation allowances (as a percent) | 14.60% | 10.30% | 0.00% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Percent | 6.90% | 0.00% | 0.00% |
All other, net (as a percent) | 2.10% | 3.30% | 0.50% |
Effective tax rate (as a percent) | -12.80% | 56.00% | 39.80% |
Current deferred tax assets: | |||
Inventory allowances | 11,568 | 8,313 | |
Goodwill and Intangible Assets | 7,995 | 0 | |
Accrued liabilities and other | 4,980 | 2,943 | |
Stock-based compensation | 1,125 | 932 | |
Derivative Instruments | 1,286 | 396 | |
Receivables | 994 | 1,378 | |
Net operating losses | 5,888 | 1,204 | |
Other | 631 | 492 | |
Total deferred tax assets | 34,467 | 15,658 | |
Valuation allowances | -7,545 | -1,898 | |
Deferred tax assets, net of valuation allowances | 26,922 | 13,760 | |
Non-current deferred tax assets (liabilities): | |||
Property and equipment | -40,177 | -38,876 | |
Convertible debt | -6,716 | -8,076 | |
Intangibles | 0 | -459 | |
Total deferred tax liabilities | ($46,893) | ($47,411) |
INCOME_TAXES_INCOME_TAXES_Deta
INCOME TAXES INCOME TAXES (Details 2) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Millions, unless otherwise specified | ||
Operating Loss Carryforwards [Line Items] | ||
Undistributed earnings in non-U.S. subsidiaries | $1.70 | |
Additional U.S. income taxes to be paid on repatriation of undistributed earnings | 0.3 | |
Valuation allowance on deferred tax asset, including net operating losses | 5.6 | 1.9 |
Foreign jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $31.20 |
CAPITAL_STRUCTURE_Details
CAPITAL STRUCTURE (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 | Jun. 01, 2012 |
Stockholders' Equity Note [Abstract] | |||
Shares authorized for issuance | 50,000,000 | ||
Par value of shares authorized (in dollars per share) | $0.00 | $0.00 | $0.00 |
Common stock, authorized shares | 45,000,000 | 45,000,000 | 45,000,000 |
Undesignated shares authorized | 5,000,000 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
STOCK-BASED COMPENSATION | |||
Number of shares authorized | 1,650,000 | ||
Number of shares available for future awards | 1,451,000 | ||
Stock options | |||
Number of Options | |||
Balance at the beginning of the period (in shares) | 376,000 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | -1,000 | ||
Forfeited (in shares) | 0 | ||
Balance at the end of the period (in shares) | 375,000 | 376,000 | |
Exercisable at the end of the period (in shares) | 375,000 | ||
Weighted Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | $11.72 | ||
Granted (in dollars per share) | $0 | ||
Exercised (in dollars per share) | $8.50 | ||
Forfeited (in dollars per share) | $0 | ||
Balance at the end of the period (in dollars per share) | $11.74 | $11.72 | |
Exercisable at the end of the period (in dollars per share) | $11.74 | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period (in dollars) | $1,731,000 | $2,336,000 | |
Exercisable at the end of the period (in dollars) | 1,731,000 | ||
Weighted Average Remaining Contractual Life | |||
Outstanding at the end of the period | 2 years 9 months | 3 years 9 months | |
Exercisable at the end of the period | 2 years 9 months | ||
Additional disclosures | |||
Aggregate intrinsic value of stock options exercised | 100,000 | 1,100,000 | |
Unrecognized compensation cost on non-vested stock options | 0 | ||
Stock options | Board of Directors | Minimum | |||
STOCK-BASED COMPENSATION | |||
Vesting period | 0 years | ||
Contractual term | 5 years | ||
Stock options | Board of Directors | Maximum | |||
STOCK-BASED COMPENSATION | |||
Vesting period | 0 years | ||
Contractual term | 10 years | ||
Stock options | Employees | Minimum | |||
STOCK-BASED COMPENSATION | |||
Vesting period | 4 years | ||
Contractual term | 5 years | ||
Stock options | Employees | Maximum | |||
STOCK-BASED COMPENSATION | |||
Vesting period | 6 years | ||
Contractual term | 10 years | ||
The Plan | |||
STOCK-BASED COMPENSATION | |||
Compensation cost | 2,100,000 | 2,100,000 | 1,600,000 |
Income tax benefit (net) | $800,000 | $700,000 | $500,000 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 2) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 |
Stock options outstanding and exercisable by exercise price range | |
Options Outstanding at the end of the period (in shares) | 375 |
Options Outstanding - Weighted Average Remaining Contractual Life | 2 years 9 months |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $11.74 |
Options Exercisable at the end of the period (in shares) | 375 |
Options Exercisable - Weighted Average Remaining Contractual Life | 2 years 9 months |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $11.74 |
Range of Exercise Prices $ 4.00-4.50 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price, low end of range (in dollars per share) | $4 |
Exercise price, high end of range (in dollars per share) | $4.50 |
Options Outstanding at the end of the period (in shares) | 58 |
Options Outstanding - Weighted Average Remaining Contractual Life | 1 year 4 months |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $4.46 |
Options Exercisable at the end of the period (in shares) | 58 |
Options Exercisable - Weighted Average Remaining Contractual Life | 1 year 4 months |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $4.46 |
Range of Exercise Prices $ 7.50-10.20 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price, low end of range (in dollars per share) | $7.50 |
Exercise price, high end of range (in dollars per share) | $10.20 |
Options Outstanding at the end of the period (in shares) | 194 |
Options Outstanding - Weighted Average Remaining Contractual Life | 2 years 9 months |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $8.35 |
Options Exercisable at the end of the period (in shares) | 194 |
Options Exercisable - Weighted Average Remaining Contractual Life | 2 years 9 months |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $8.35 |
Range of Exercise Prices $ 11.15-14.69 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price, low end of range (in dollars per share) | $11.15 |
Exercise price, high end of range (in dollars per share) | $14.69 |
Options Outstanding at the end of the period (in shares) | 24 |
Options Outstanding - Weighted Average Remaining Contractual Life | 3 years 9 months |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $12.01 |
Options Exercisable at the end of the period (in shares) | 24 |
Options Exercisable - Weighted Average Remaining Contractual Life | 3 years 9 months |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $12.01 |
Range of Exercise Prices $ 21.21-26.84 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price, low end of range (in dollars per share) | $21.21 |
Exercise price, high end of range (in dollars per share) | $26.84 |
Options Outstanding at the end of the period (in shares) | 99 |
Options Outstanding - Weighted Average Remaining Contractual Life | 3 years 6 months |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $22.47 |
Options Exercisable at the end of the period (in shares) | 99 |
Options Exercisable - Weighted Average Remaining Contractual Life | 3 years 6 months |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $22.47 |
STOCKBASED_COMPENSATION_Detail2
STOCK-BASED COMPENSATION (Details 3) (USD $) | 12 Months Ended | ||
In Millions, except Share data in Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Restricted Stock Awards | |||
Shares | |||
Balance at the beginning of the period (in shares) | 321 | ||
Granted (in shares) | 170 | ||
Forfeited (in shares) | -26 | ||
Vested (in shares) | -83 | ||
Balance at the end of the period (in shares) | 382 | 321 | |
Weighted Average Grant Date Fair Value | |||
Balance at the beginning of the period (in dollars per share) | $22.05 | ||
Granted (in dollars per share) | $17.90 | $20.92 | $26.83 |
Forfeited (in dollars per share) | $21.73 | ||
Vested (in dollars per share) | $21.36 | ||
Balance at the end of the period (in dollars per share) | $20.38 | $22.05 | |
Weighted Average Remaining Contractual Term | |||
Nonvested | 3 years 4 months | 3 years 4 months | |
Additional disclosure | |||
Fair value of restricted stock vested | $1.50 | $1.50 | $1.30 |
Unrecognized compensation cost on non-vested restricted stock | $5 | ||
Restricted Stock Awards | Employees | Minimum | |||
Restricted stock | |||
Vesting period | 3 years | ||
Restricted Stock Awards | Employees | Maximum | |||
Restricted stock | |||
Vesting period | 6 years | ||
Restricted Stock Awards | Board of Directors | Maximum | |||
Restricted stock | |||
Vesting period | 1 year | ||
Restricted Stock Units | |||
Shares | |||
Balance at the beginning of the period (in shares) | 0 | ||
Granted (in shares) | 30 | ||
Forfeited (in shares) | 0 | ||
Vested (in shares) | 0 | ||
Balance at the end of the period (in shares) | 30 | ||
Weighted Average Grant Date Fair Value | |||
Balance at the beginning of the period (in dollars per share) | $0 | ||
Granted (in dollars per share) | $18.12 | ||
Forfeited (in dollars per share) | $0 | ||
Vested (in dollars per share) | $0 | ||
Balance at the end of the period (in dollars per share) | $18.12 | ||
Weighted Average Remaining Contractual Term | |||
Nonvested | 2 years 2 months | ||
Restricted Stock Units | Employees | Minimum | |||
Restricted stock | |||
Vesting period | 3 years | ||
Restricted Stock Units | Employees | Maximum | |||
Restricted stock | |||
Vesting period | 6 years |
EMPLOYEE_BENEFIT_PLANS_Details
EMPLOYEE BENEFIT PLANS (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Y | |||
401(k) profit sharing plan | |||
Minimum age of employees considered as an eligibility criteria for the employee benefit plan | 19 | ||
Employer matching contribution as a percentage of employee's contribution | 50.00% | ||
Contributions to the plan | $3.50 | $4 | $3.60 |
BUSINESS_COMBINATIONS_Details
BUSINESS COMBINATIONS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||
Aug. 29, 2014 | Feb. 16, 2013 | Mar. 01, 2013 | Feb. 27, 2012 | Mar. 05, 2012 | Mar. 31, 2012 | Mar. 30, 2012 | Apr. 02, 2012 | Jul. 02, 2012 | Nov. 02, 2012 | Jan. 31, 2014 | Dec. 12, 2012 | Jan. 31, 2015 | Jan. 31, 2013 | |
store | store | store | store | store | store | store | store | store | ||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | $24,751,000 | $0 | $30,903,000 | |||||||||||
Agriculture | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 24,642,000 | 0 | 24,642,000 | |||||||||||
Construction | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 0 | 0 | 5,267,000 | |||||||||||
International | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 109,000 | 0 | 994,000 | |||||||||||
Midland Equipment, Inc. | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Total consideration transferred | 800,000 | |||||||||||||
Number of stores acquired | 1 | |||||||||||||
Purchase price allocation | ||||||||||||||
Total consideration | 800,000 | |||||||||||||
Tucson Tractor Company | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Total consideration transferred | 4,100,000 | |||||||||||||
Number of stores acquired | 1 | |||||||||||||
Purchase price allocation | ||||||||||||||
Total consideration | 4,100,000 | |||||||||||||
Colorado division of Adobe Truck & Equipment, LLC | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Total consideration transferred | 1,200,000 | |||||||||||||
Number of stores acquired | 1 | 3 | ||||||||||||
Purchase price allocation | ||||||||||||||
Cash consideration | 3,400,000 | |||||||||||||
Total consideration | 1,200,000 | |||||||||||||
Rimex 1-Holding EAD | Titan Machinery Bulgaria AD | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Number of stores acquired | 7 | |||||||||||||
Value of ownership interests issued to the former owner of the acquired entity | 2,500,000 | |||||||||||||
Noncontrolling interest (as a percent) | 30.00% | |||||||||||||
Purchase price allocation | ||||||||||||||
Cash consideration | 2,600,000 | |||||||||||||
Haberer's Implement, Inc. | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Number of stores acquired | 1 | |||||||||||||
Purchase price allocation | ||||||||||||||
Cash consideration | 1,200,000 | |||||||||||||
East Helena Rental, LLC. | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Number of stores acquired | 1 | |||||||||||||
Purchase price allocation | ||||||||||||||
Cash consideration | 600,000 | |||||||||||||
Curly Olney's, Inc. | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Number of stores acquired | 2 | |||||||||||||
Purchase price allocation | ||||||||||||||
Cash consideration | 5,500,000 | |||||||||||||
Toner's, Inc. | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Number of stores acquired | 3 | |||||||||||||
Increase in the value of goodwill | 300,000 | |||||||||||||
Purchase price allocation | ||||||||||||||
Cash consideration | 13,900,000 | |||||||||||||
Falcon Power Inc. | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Number of stores acquired | 2 | |||||||||||||
Purchase price allocation | ||||||||||||||
Cash consideration | 1,400,000 | |||||||||||||
VAIT D.o.o. | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Total consideration transferred | 2,300,000 | |||||||||||||
Number of stores acquired | 1 | |||||||||||||
Purchase price allocation | ||||||||||||||
Total consideration | 2,300,000 | |||||||||||||
Fiscal 2013 Acquisitions | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Total consideration transferred | 35,320,000 | |||||||||||||
Purchase price allocation | ||||||||||||||
Cash | 3,000 | |||||||||||||
Receivables | 2,804,000 | |||||||||||||
Inventories | 29,120,000 | |||||||||||||
Prepaid expenses and other | 352,000 | |||||||||||||
Property and equipment | 4,831,000 | |||||||||||||
Intangible assets | 4,029,000 | |||||||||||||
Goodwill | 6,479,000 | |||||||||||||
Total assets acquired | 47,618,000 | |||||||||||||
Accounts payable | 3,119,000 | |||||||||||||
Floorplan notes payable | 7,572,000 | |||||||||||||
Customer deposits | 1,586,000 | |||||||||||||
Accrued expenses | 21,000 | |||||||||||||
Total liabilities acquired | 12,298,000 | |||||||||||||
Cash consideration | 31,880,000 | |||||||||||||
Non-cash consideration: liabilities incurred | 3,440,000 | |||||||||||||
Total consideration | 35,320,000 | |||||||||||||
Goodwill expected to be deductible for tax purposes | 6,107,000 | |||||||||||||
Fiscal 2013 Acquisitions | Agriculture | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 4,877,000 | |||||||||||||
Fiscal 2013 Acquisitions | Construction | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 1,500,000 | |||||||||||||
Fiscal 2013 Acquisitions | International | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 102,000 | |||||||||||||
Fiscal 2015 Acquisitions | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Total consideration transferred | 828,000 | |||||||||||||
Purchase price allocation | ||||||||||||||
Cash | 0 | |||||||||||||
Receivables | 147,000 | |||||||||||||
Inventories | 525,000 | |||||||||||||
Prepaid expenses and other | 0 | |||||||||||||
Property and equipment | 156,000 | |||||||||||||
Intangible assets | 0 | |||||||||||||
Goodwill | 0 | |||||||||||||
Total assets acquired | 828,000 | |||||||||||||
Accounts payable | 0 | |||||||||||||
Floorplan notes payable | 0 | |||||||||||||
Customer deposits | 0 | |||||||||||||
Accrued expenses | 0 | |||||||||||||
Total liabilities acquired | 0 | |||||||||||||
Cash consideration | 584,000 | |||||||||||||
Non-cash consideration: liabilities incurred | 244,000 | |||||||||||||
Total consideration | 828,000 | |||||||||||||
Goodwill expected to be deductible for tax purposes | 0 | |||||||||||||
Fiscal 2015 Acquisitions | Agriculture | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 0 | |||||||||||||
Fiscal 2015 Acquisitions | Construction | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 0 | |||||||||||||
Fiscal 2015 Acquisitions | International | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 0 | |||||||||||||
Fiscal 2014 Acquisitions | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Total consideration transferred | 5,298,000 | |||||||||||||
Purchase price allocation | ||||||||||||||
Cash | 2,000 | |||||||||||||
Receivables | 270,000 | |||||||||||||
Inventories | 2,658,000 | |||||||||||||
Prepaid expenses and other | 0 | |||||||||||||
Property and equipment | 2,119,000 | |||||||||||||
Intangible assets | 182,000 | |||||||||||||
Goodwill | 71,000 | |||||||||||||
Total assets acquired | 5,302,000 | |||||||||||||
Accounts payable | 0 | |||||||||||||
Floorplan notes payable | 0 | |||||||||||||
Customer deposits | 4,000 | |||||||||||||
Accrued expenses | 0 | |||||||||||||
Total liabilities acquired | 4,000 | |||||||||||||
Cash consideration | 4,850,000 | |||||||||||||
Non-cash consideration: liabilities incurred | 448,000 | |||||||||||||
Total consideration | 5,298,000 | |||||||||||||
Goodwill expected to be deductible for tax purposes | 71,000 | |||||||||||||
Fiscal 2014 Acquisitions | Agriculture | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 0 | |||||||||||||
Fiscal 2014 Acquisitions | Construction | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 71,000 | |||||||||||||
Fiscal 2014 Acquisitions | International | ||||||||||||||
Purchase price allocation | ||||||||||||||
Goodwill related to operating segment | 0 | |||||||||||||
Distribution rights | Toner's, Inc. | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Decrease in valuation of intangible assets | 100,000 | |||||||||||||
Customer relationships | Toner's, Inc. | ||||||||||||||
BUSINESS COMBINATIONS | ||||||||||||||
Decrease in valuation of intangible assets | $200,000 |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Face value of senior convertible notes | $150,000 | $150,000 |
Fair value | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Senior convertible notes | 111,273 | 128,522 |
Carrying value | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Senior convertible notes | $132,350 | $128,893 |
FAIR_VALUE_OF_FINANCIAL_INSTRU3
FAIR VALUE OF FINANCIAL INSTRUMENTS ASSETS AND LIABILITIES MEASURED ON A RECURRING BASIS (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Assets | $0 | $436 |
Financial Liabilities | 3,269 | 1,438 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Assets | 0 | 0 |
Financial Liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Assets | 0 | 436 |
Financial Liabilities | 3,269 | 1,438 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Assets | 0 | 0 |
Financial Liabilities | 0 | 0 |
Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Liabilities | 3,233 | 1,227 |
Interest Rate Swap | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Liabilities | 0 | 0 |
Interest Rate Swap | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Liabilities | 3,233 | 1,227 |
Interest Rate Swap | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Liabilities | 0 | 0 |
Foreign Exchange Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Assets | 0 | 436 |
Financial Liabilities | 36 | 211 |
Foreign Exchange Contract | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Assets | 0 | 0 |
Financial Liabilities | 0 | 0 |
Foreign Exchange Contract | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Assets | 0 | 436 |
Financial Liabilities | 36 | 211 |
Foreign Exchange Contract | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Assets | 0 | 0 |
Financial Liabilities | $0 | $0 |
FAIR_VALUE_OF_FINANCIAL_INSTRU4
FAIR VALUE OF FINANCIAL INSTRUMENTS ASSETS AND LIABILITIES MEASURED ON A NONRECURRING BASIS (Details 2) (Level 3, USD $) | Jan. 31, 2015 |
In Millions, unless otherwise specified | |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Fair value of other long-lived assets | $0.80 |
STORE_CLOSINGS_AND_REALIGNMENT2
STORE CLOSINGS AND REALIGNMENT COST (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | |
Apr. 30, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Mar. 05, 2015 | |
store | ||||
Realignment Costs | ||||
Reduction of Construction-related headcount, percent | 12.00% | |||
Amount of Realignment Cost Incurred | $3,873,000 | |||
Construction | ||||
Realignment Costs | ||||
Number of stores closed (in ones) | 7 | 1 | ||
Amount of Realignment Cost Incurred | 2,611,000 | 282,000 | ||
Agriculture | ||||
Realignment Costs | ||||
Number of stores closed (in ones) | 1 | |||
Amount of Realignment Cost Incurred | 906,000 | 0 | ||
International | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 56,000 | 0 | ||
Shared Resource Center | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 300,000 | 0 | ||
Lease termination costs | Realignment Cost | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 1,943,000 | 282,000 | ||
Lease termination costs | Realignment Cost | Construction | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 1,795,000 | 282,000 | ||
Lease termination costs | Realignment Cost | Agriculture | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 148,000 | 0 | ||
Employee severance costs | Realignment Cost | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 971,000 | 0 | ||
Employee severance costs | Realignment Cost | Construction | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 497,000 | 0 | ||
Employee severance costs | Realignment Cost | Agriculture | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 118,000 | 0 | ||
Employee severance costs | Realignment Cost | International | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 56,000 | 0 | ||
Employee severance costs | Realignment Cost | Shared Resource Center | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 300,000 | 0 | ||
Impairment of fixed assets, net of gains on asset disposition | Realignment Cost | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 25,000 | 0 | ||
Impairment of fixed assets, net of gains on asset disposition | Realignment Cost | Construction | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | -60,000 | 0 | ||
Impairment of fixed assets, net of gains on asset disposition | Realignment Cost | Agriculture | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 85,000 | 0 | ||
Asset relocation and other closing costs | Realignment Cost | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 463,000 | 0 | ||
Asset relocation and other closing costs | Realignment Cost | Construction | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 379,000 | 0 | ||
Asset relocation and other closing costs | Realignment Cost | Agriculture | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 84,000 | 0 | ||
Inventory cost adjustments | Equipment Cost of Sales | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 471,000 | 0 | ||
Inventory cost adjustments | Equipment Cost of Sales | Agriculture | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 471,000 | 0 | ||
Realignment Announced March 2015 [Member] | ||||
Realignment Costs | ||||
Restructuring and Related Cost, Expected Cost | 2,000,000 | |||
Amount of Realignment Cost Incurred | 100,000 | |||
Realignment Announced April 2104 [Member] | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | 3,800,000 | |||
Realignment Announced January 2014 [Member] | ||||
Realignment Costs | ||||
Amount of Realignment Cost Incurred | $282,000 | |||
Subsequent Event | Realignment Announced March 2015 [Member] | ||||
Realignment Costs | ||||
Reduction of Construction-related headcount, percent | 14.00% | |||
Subsequent Event | Realignment Announced March 2015 [Member] | Construction | ||||
Realignment Costs | ||||
Number of stores closed (in ones) | 1 | |||
Subsequent Event | Realignment Announced March 2015 [Member] | Agriculture | ||||
Realignment Costs | ||||
Number of stores closed (in ones) | 3 |
STORE_CLOSINGS_AND_REALIGNMENT3
STORE CLOSINGS AND REALIGNMENT COST (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Realignment Reserve [Roll Forward] | |||
Balance, Beginning of Year | $344 | ||
Balance, End of Year | 1,706 | 548 | 344 |
Lease termination costs | |||
Realignment Reserve [Roll Forward] | |||
Exit costs incurred and charged to expense | 1,943 | 308 | |
Exit costs paid | -679 | -104 | |
Adjustments | -106 | ||
Employee severance costs | |||
Realignment Reserve [Roll Forward] | |||
Exit costs incurred and charged to expense | 971 | ||
Exit costs paid | ($971) |
HELD_FOR_SALE_Details
HELD FOR SALE (Details) (USD $) | 12 Months Ended |
Jan. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Property and equipment held-for-sale unrelated to aforementioned disposal groups | $3,100,000 |
Property and equipment: | |
Assets held for sale | 15,312,000 |
Liabilities Held for Sale [Abstract] | |
Liabilities held for sale | 2,835,000 |
Held-for-sale | |
Assets Held for Sale [Abstract] | |
Receivables | 147,000 |
Inventories: | |
New equipment | 6,269,000 |
Used equipment | 3,973,000 |
Parts and attachments | 920,000 |
Work in process | 65,000 |
Total inventories | 11,227,000 |
Property and equipment: | |
Machinery and equipment | 114,000 |
Vehicles | 155,000 |
Furniture and fixtures | 57,000 |
Land, buildings, and leasehold improvements | 3,612,000 |
Total property and equipment | 3,938,000 |
Assets held for sale | 15,312,000 |
Liabilities Held for Sale [Abstract] | |
Accounts payable | 151,000 |
Floorplan payable | 1,771,000 |
Customer deposits | 913,000 |
Liabilities held for sale | 2,835,000 |
Impairment and Realignment Costs | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Impairment of Agriculture assets held for sale | $100,000 |
SEGMENT_INFORMATION_AND_OPERAT2
SEGMENT INFORMATION AND OPERATING RESULTS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
segment | |||||||||||
Revenue and long-lived assets | |||||||||||
Number of Reportable Segments | 3 | ||||||||||
Revenue | $490,652,000 | $493,141,000 | $450,990,000 | $465,463,000 | $708,631,000 | $587,961,000 | $488,180,000 | $441,674,000 | $1,900,246,000 | $2,226,446,000 | $2,198,420,000 |
Outside of the United States | |||||||||||
Revenue and long-lived assets | |||||||||||
Revenue | 166,400,000 | 145,900,000 | 72,500,000 | ||||||||
European subsidiaries | |||||||||||
Revenue and long-lived assets | |||||||||||
Long-lived assets | $6,100,000 | $7,300,000 | $6,100,000 | $7,300,000 |
SEGMENT_INFORMATION_AND_OPERAT3
SEGMENT INFORMATION AND OPERATING RESULTS (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
SEGMENT INFORMATION AND OPERATING RESULTS | |||||||||||
Revenue | $490,652 | $493,141 | $450,990 | $465,463 | $708,631 | $587,961 | $488,180 | $441,674 | $1,900,246 | $2,226,446 | $2,198,420 |
Income (Loss) Before Income Taxes | -38,340 | 18,429 | 70,696 | ||||||||
Impairment and Realignment Costs | 34,390 | 9,997 | 0 | ||||||||
Interest Income | 783 | 1,032 | 704 | ||||||||
Interest Expense | 34,791 | 30,555 | 22,762 | ||||||||
Depreciation and Amortization | 31,768 | 30,794 | 23,464 | ||||||||
Capital Expenditures | 17,012 | 19,010 | 39,832 | ||||||||
Total Assets | 1,349,747 | 1,564,648 | 1,349,747 | 1,564,648 | |||||||
Agriculture | |||||||||||
SEGMENT INFORMATION AND OPERATING RESULTS | |||||||||||
Revenue | 1,372,716 | 1,765,821 | 1,827,023 | ||||||||
Income (Loss) Before Income Taxes | -13,429 | 59,574 | 83,256 | ||||||||
Impairment and Realignment Costs | 30,348 | 0 | 0 | ||||||||
Interest Income | 214 | 270 | 181 | ||||||||
Interest Expense | 16,983 | 16,052 | 13,324 | ||||||||
Depreciation and Amortization | 8,666 | 8,196 | 7,056 | ||||||||
Capital Expenditures | 3,324 | 4,634 | 7,470 | ||||||||
Total Assets | 736,239 | 943,212 | 736,239 | 943,212 | |||||||
Construction | |||||||||||
SEGMENT INFORMATION AND OPERATING RESULTS | |||||||||||
Revenue | 434,639 | 405,822 | 380,295 | ||||||||
Income (Loss) Before Income Taxes | -10,770 | -28,083 | -4,708 | ||||||||
Impairment and Realignment Costs | 2,726 | 8,243 | 0 | ||||||||
Interest Income | 459 | 638 | 510 | ||||||||
Interest Expense | 12,110 | 10,751 | 8,634 | ||||||||
Depreciation and Amortization | 17,647 | 18,064 | 13,546 | ||||||||
Capital Expenditures | 4,779 | 2,752 | 16,175 | ||||||||
Total Assets | 394,236 | 308,525 | 394,236 | 308,525 | |||||||
Shared Resources | |||||||||||
SEGMENT INFORMATION AND OPERATING RESULTS | |||||||||||
Income (Loss) Before Income Taxes | 2,144 | -6,650 | -6,902 | ||||||||
Impairment and Realignment Costs | 309 | 0 | 0 | ||||||||
Interest Income | 27 | 22 | 13 | ||||||||
Interest Expense | -2,304 | -810 | -153 | ||||||||
Depreciation and Amortization | 3,745 | 3,424 | 2,522 | ||||||||
Capital Expenditures | 7,183 | 7,609 | 15,117 | ||||||||
Total Assets | 68,693 | 120,335 | 68,693 | 120,335 | |||||||
Eliminations | |||||||||||
SEGMENT INFORMATION AND OPERATING RESULTS | |||||||||||
Revenue | -73,488 | -91,081 | -81,408 | ||||||||
Income (Loss) Before Income Taxes | 963 | -868 | -1,491 | ||||||||
Total Assets | -4,571 | -2,958 | -4,571 | -2,958 | |||||||
International | |||||||||||
SEGMENT INFORMATION AND OPERATING RESULTS | |||||||||||
Revenue | 166,379 | 145,884 | 72,510 | ||||||||
Income (Loss) Before Income Taxes | -17,248 | -5,544 | 541 | ||||||||
Impairment and Realignment Costs | 1,007 | 1,754 | 0 | ||||||||
Interest Income | 83 | 102 | 0 | ||||||||
Interest Expense | 8,002 | 4,562 | 957 | ||||||||
Depreciation and Amortization | 1,710 | 1,110 | 340 | ||||||||
Capital Expenditures | 1,726 | 4,015 | 1,070 | ||||||||
Total Assets | 155,150 | 195,534 | 155,150 | 195,534 | |||||||
Operating Segments | |||||||||||
SEGMENT INFORMATION AND OPERATING RESULTS | |||||||||||
Revenue | 1,973,734 | 2,317,527 | 2,279,828 | ||||||||
Income (Loss) Before Income Taxes | -41,447 | 25,947 | 79,089 | ||||||||
Impairment and Realignment Costs | 34,081 | 9,997 | 0 | ||||||||
Interest Income | 756 | 1,010 | 691 | ||||||||
Interest Expense | 37,095 | 31,365 | 22,915 | ||||||||
Depreciation and Amortization | 28,023 | 27,370 | 20,942 | ||||||||
Capital Expenditures | 9,829 | 11,401 | 24,715 | ||||||||
Total Assets | $1,285,625 | $1,447,271 | $1,285,625 | $1,447,271 |
SELECTED_QUARTERLY_FINANCIAL_D2
SELECTED QUARTERLY FINANCIAL DATA (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $490,652,000 | $493,141,000 | $450,990,000 | $465,463,000 | $708,631,000 | $587,961,000 | $488,180,000 | $441,674,000 | $1,900,246,000 | $2,226,446,000 | $2,198,420,000 |
Gross Profit | 68,101,000 | 84,691,000 | 79,653,000 | 75,939,000 | 96,978,000 | 93,606,000 | 83,542,000 | 73,948,000 | 308,384,000 | 348,074,000 | 339,361,000 |
Net income (loss) including noncontrolling interest | -28,062,000 | 2,313,000 | -775,000 | -6,893,000 | -1,018,000 | 5,758,000 | 3,967,000 | -603,000 | -33,417,000 | 8,104,000 | 42,559,000 |
Net Income (Loss) Attributable to Titan Machinery Inc. | -27,464,000 | 2,470,000 | -614,000 | -6,549,000 | -393,000 | 5,825,000 | 3,833,000 | -414,000 | -32,157,000 | 8,851,000 | 42,473,000 |
Earnings (Loss) per share - basic (in dollars per share) | ($1.28) | $0.12 | ($0.03) | ($0.31) | ($0.02) | $0.27 | $0.18 | ($0.02) | ($1.51) | $0.42 | $2.02 |
Earnings (Loss) per Share-Diluted (in dollars per share) | ($1.28) | $0.11 | ($0.03) | ($0.31) | ($0.02) | $0.27 | $0.18 | ($0.02) | ($1.51) | $0.41 | $2 |
Impairment | 31,200,000 | 9,700,000 | 31,225,000 | 9,997,000 | 0 | ||||||
Valuation allowance on deferred tax asset, including net operating losses | $5,600,000 | $1,900,000 | $5,600,000 | $1,900,000 |
SELECTED_QUARTERLY_FINANCIAL_D3
SELECTED QUARTERLY FINANCIAL DATA SELECTED QUARTERLY FINANCIAL DATA, VAT Correction (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Net Income (Loss) Attributable to Titan Machinery Inc. | ($27,464) | $2,470 | ($614) | ($6,549) | ($393) | $5,825 | $3,833 | ($414) | ($32,157) | $8,851 | $42,473 |
Earnings (Loss) per share - diluted (in dollars per share) | ($1.28) | $0.11 | ($0.03) | ($0.31) | ($0.02) | $0.27 | $0.18 | ($0.02) | ($1.51) | $0.41 | $2 |
Reclassification of VAT Asset and Devaluation of UAH | Adjustment | |||||||||||
Net Income (Loss) Attributable to Titan Machinery Inc. | -2,300 | ||||||||||
Earnings (Loss) per share - diluted (in dollars per share) | ($0.11) | ||||||||||
Reclassification of VAT Asset and Devaluation of UAH | Previously Reported | |||||||||||
Net Income (Loss) Attributable to Titan Machinery Inc. | ($4,200) | ||||||||||
Earnings (Loss) per share - diluted (in dollars per share) | ($0.20) |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Floorplan lines of credit, USD $) | Jan. 31, 2015 | Apr. 10, 2015 |
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $1,200,000,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $1,100,000,000 |
Schedule_IIValuation_and_Quali1
Schedule II-Valuation and Qualifying Accounts and Reserves (Details) (Valuation reserve deduction from receivables, USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2010 |
Valuation reserve deduction from receivables | ||||
Changes in valuation and qualifying accounts and reserves | ||||
Beginning Balance | $3,663 | $2,337 | $720 | |
Additions Charged to Expenses | 5,938 | 4,804 | 3,218 | |
Deductions for Write-offs, Net of Recoveries | -5,452 | -3,478 | -1,601 | |
Foreign Currency Translation Adjustment | 69 | 0 | 0 | |
Ending Balance | $4,218 | $3,663 | $2,337 | $720 |