Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2016 | Apr. 01, 2016 | Jul. 31, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | Titan Machinery Inc. | ||
Entity Central Index Key | 1,409,171 | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 254.9 | ||
Entity Common Stock, Shares Outstanding | 21,588,696 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 89,465 | $ 127,528 |
Receivables (net of allowance of $3,591 and $4,218 as of January 31, 2016 and January 31, 2015, respectively) | 56,552 | 76,382 |
Inventories | 689,464 | 879,440 |
Prepaid expenses and other | 9,753 | 10,634 |
Income taxes receivable | 13,011 | 166 |
Assets held for sale | 0 | 15,312 |
Total current assets | 858,245 | 1,109,462 |
INTANGIBLES AND OTHER ASSETS | ||
Intangible assets, net of accumulated amortization | 5,134 | 5,458 |
Other | 1,317 | 2,014 |
Total intangibles and other assets | 6,451 | 7,472 |
Property and Equipment, net of accumulated depreciation | 183,179 | 208,680 |
Total Assets | 1,047,875 | 1,325,614 |
CURRENT LIABILITIES | ||
Accounts payable | 16,863 | 17,659 |
Floorplan payable | 444,780 | 625,162 |
Current maturities of long-term debt | 1,557 | 7,749 |
Customer deposits | 31,159 | 35,090 |
Accrued expenses | 28,914 | 35,496 |
Income taxes payable | 152 | 3,529 |
Liabilities held for sale | 0 | 2,835 |
Total current liabilities | 523,425 | 727,520 |
LONG-TERM LIABILITIES | ||
Senior convertible notes | 134,145 | 129,889 |
Long-term debt, less current maturities | 38,409 | 66,563 |
Deferred income taxes | 11,135 | 19,971 |
Other long-term liabilities | 2,412 | 3,312 |
Total long-term liabilities | $ 186,101 | $ 219,735 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Common stock, par value $.00001 per share, 45,000 shares authorized; 21,604 shares issued and outstanding at January 31, 2016; 21,406 shares issued and outstanding at January 31, 2015 | $ 0 | $ 0 |
Additional paid-in-capital | 242,491 | 240,180 |
Retained earnings | 99,526 | 137,418 |
Accumulated other comprehensive loss | (4,461) | (1,099) |
Total Titan Machinery Inc. stockholders' equity | 337,556 | 376,499 |
Noncontrolling interest | 793 | 1,860 |
Total stockholders' equity | 338,349 | 378,359 |
Total Liabilities and Stockholders' Equity | $ 1,047,875 | $ 1,325,614 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Current | $ 3,591 | $ 4,218 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized shares | 45,000,000 | 45,000,000 |
Common stock, issued shares | 21,604,000 | 21,406,000 |
Common stock, outstanding shares | 21,604,000 | 21,406,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
REVENUE | |||
Equipment | $ 925,471 | $ 1,398,195 | $ 1,722,738 |
Parts | 245,387 | 270,262 | 275,750 |
Service | 127,457 | 147,356 | 149,082 |
Rental and other | 69,520 | 84,433 | 78,876 |
Total Revenue | 1,367,835 | 1,900,246 | 2,226,446 |
COST OF REVENUE | |||
Equipment | 889,567 | 1,286,148 | 1,576,246 |
Parts | 173,083 | 189,540 | 192,199 |
Service | 46,814 | 53,924 | 54,608 |
Rental and other | 52,457 | 62,250 | 55,319 |
TOTAL COST OF REVENUE | 1,161,921 | 1,591,862 | 1,878,372 |
GROSS PROFIT | 205,914 | 308,384 | 348,074 |
OPERATING EXPENSES | 220,524 | 273,271 | 291,202 |
Impairment of Goodwill | 0 | 24,739 | 6,261 |
Impairment of Intangibles and Long-Lived Assets | 6,903 | 6,486 | 3,454 |
Realignment Costs | 1,597 | 3,165 | 282 |
Income (Loss) from Operations | (23,110) | 723 | 46,875 |
OTHER INCOME (EXPENSE) | |||
Interest income and other income (expense) | (478) | (4,272) | 2,109 |
Floorplan interest expense | (18,334) | (20,477) | (16,764) |
Other interest expense | (14,289) | (14,314) | (13,791) |
Income (Loss) Before Income Taxes | (56,211) | (38,340) | 18,429 |
Provision for (Benefit from) Income Taxes | (17,982) | (4,923) | 10,325 |
Net Income (Loss) Including Noncontrolling Interest | (38,229) | (33,417) | 8,104 |
Less: Net Income (Loss) Attributable to Noncontrolling Interest | (337) | (1,260) | (747) |
Net Income (Loss) Attributable to Titan Machinery Inc. | (37,892) | (32,157) | 8,851 |
Net (Income) Loss Allocated to Participating Securities - Note 1 | 717 | 559 | (129) |
Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders | $ (37,175) | $ (31,598) | $ 8,722 |
EARNINGS PER SHARE-NOTE 1 | |||
Earnings (Loss) per share - basic (in dollars per share) | $ (1.76) | $ (1.51) | $ 0.42 |
Earnings (Loss) per share - diluted (in dollars per share) | $ (1.76) | $ (1.51) | $ 0.41 |
WEIGHTED AVERAGE COMMON SHARES-BASIC (in shares) | 21,111 | 20,989 | 20,894 |
WEIGHTED AVERAGE COMMON SHARES-DILUTED (in shares) | 21,111 | 20,989 | 21,040 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Net Income (Loss) Including Noncontrolling Interest | $ (38,229) | $ (33,417) | $ 8,104 |
Other Comprehensive Income (Loss) | |||
Foreign currency translation adjustments | (4,598) | (3,043) | 2,314 |
Unrealized gain on net investment hedge derivative instruments, net of tax expense of $132, $1,900 and $114 for the years ended January 31, 2016, 2015 and 2014, respectively | 201 | 2,849 | 170 |
Unrealized loss on interest rate swap cash flow hedge derivative instrument, net of tax benefit of $524, $1,038 and $490 for the years ended January 31, 2016, 2015 and 2014, respectively | (785) | (1,557) | (737) |
Unrealized gain (loss) on foreign currency contract cash flow hedge derivative instruments, net of tax expense (benefit) of $29 and ($85) for the year ended January 31, 2015 and 2014, respectively | 0 | 44 | (126) |
Total Other Comprehensive Income (Loss) | (4,092) | (1,308) | 1,621 |
Comprehensive Income (Loss) | (42,321) | (34,725) | 9,725 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interest | (1,067) | (1,130) | (200) |
Comprehensive Income (Loss) Attributable To Titan Machinery Inc. | (41,254) | (33,595) | 9,925 |
Interest Rate Swap | |||
Other Comprehensive Income (Loss) | |||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | 1,053 | 354 | 0 |
Foreign Exchange Contract | |||
Other Comprehensive Income (Loss) | |||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | $ 37 | $ 45 | $ 0 |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Tax expense (benefit) on unrealized gain (loss) on net investment hedge derivative instruments | $ 132 | $ 1,900 | $ 114 |
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 | 702 | 235 | 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 | 24 | 31 | 0 |
Designated as Hedging Instrument | Interest Rate Contract | |||
Tax expense (benefit) on unrealized gain (loss) on cash flow hedge derivative instruments | (524) | (1,038) | (490) |
Designated as Hedging Instrument | Cash Flow Hedging | |||
Tax expense (benefit) on unrealized gain (loss) on cash flow hedge derivative instruments | $ 0 | $ 29 | $ (85) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | 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 |
BALANCE at Jan. 31, 2013 | $ 399,919 | $ 3,409 | $ 396,510 | $ 236,521 | $ 160,724 | $ (226) | $ (509) | $ 0 | $ 0 | $ (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 | |||||||||||
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 | 208 | 208 | 208 | |||||||||
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) | 198 | |||||||||||
Stock-based compensation expense | 2,103 | 2,103 | 2,103 | |||||||||
Comprehensive income (loss): | ||||||||||||
Net income (loss) | (38,229) | (337) | (37,892) | (37,892) | ||||||||
Total Other Comprehensive Income (Loss) | (4,092) | (730) | (3,362) | (3,868) | $ 201 | 268 | 37 | (3,362) | ||||
COMPREHENSIVE INCOME (LOSS) | (42,321) | (1,067) | (41,254) | |||||||||
BALANCE at Jan. 31, 2016 | $ 338,349 | $ 793 | $ 337,556 | $ 242,491 | $ 99,526 | $ (5,500) | $ 2,711 | $ (1,672) | $ 0 | $ (4,461) | ||
BALANCE (in shares) at Jan. 31, 2016 | 21,604 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
OPERATING ACTIVITIES | |||
Net Income (Loss) Including Noncontrolling Interest | $ (38,229) | $ (33,417) | $ 8,104 |
Adjustments to reconcile net income (loss) including noncontrolling interest to net cash provided by (used for) operating activities | |||
Depreciation and amortization | 28,538 | 31,768 | 30,794 |
Impairment of goodwill, intangible assets and long-lived assets | 6,903 | 31,225 | 9,715 |
Deferred income taxes | (9,171) | (14,837) | (4,939) |
Stock-based compensation expense | 2,103 | 2,135 | 2,131 |
Noncash interest expense | 6,717 | 4,723 | 4,537 |
Unrealized foreign currency (gain) loss on loans to international subsidiaries | (179) | 5,788 | (534) |
Other, net | (517) | 90 | (515) |
Changes in assets and liabilities, net of purchase of equipment dealerships assets and assumption of liabilities | |||
Receivables, prepaid expenses and other assets | 24,326 | 25,395 | 13,067 |
Inventories | 196,983 | 171,595 | (182,374) |
Manufacturer floorplan payable | 45,005 | (157,352) | 27,630 |
Accounts payable, customer deposits, accrued expenses and other long-term liabilities | (14,318) | (29,603) | 10,455 |
Income taxes | (16,277) | 3,548 | (314) |
Net Cash Provided by (Used for) Operating Activities | 231,884 | 41,058 | (82,243) |
INVESTING ACTIVITIES | |||
Rental fleet purchases | (341) | (806) | (783) |
Property and equipment purchases (excluding rental fleet) | (8,070) | (16,206) | (18,227) |
Proceeds from sale of property and equipment | 7,777 | 16,803 | 16,712 |
Purchase of equipment dealerships, net of cash purchased | (584) | (4,848) | |
Proceeds upon settlement of net investment hedge derivative instruments | 337 | 5,840 | 1,108 |
Payments upon settlement of net investment hedge derivative instruments | (23) | (915) | (981) |
Other, net | 194 | 271 | (58) |
Net Cash Provided by (Used for) Investing Activities | (126) | 4,403 | (7,077) |
FINANCING ACTIVITIES | |||
Net change in non-manufacturer floorplan payable | (221,912) | 41,114 | 31,395 |
Proceeds from long-term debt borrowings | 72,907 | 113,000 | 143,918 |
Principal payments on long-term debt | (116,876) | (140,728) | (133,960) |
Payment on other long-term liabilities | 0 | (3,748) | |
Payment of debt issuance costs | (3,397) | (581) | (1,057) |
Other, net | 322 | (53) | (493) |
Net Cash Provided by (Used for) Financing Activities | (268,956) | 9,004 | 39,803 |
Effect of Exchange Rate Changes on Cash | (865) | (1,179) | (601) |
Net Change in Cash | (38,063) | 53,286 | (50,118) |
Cash at Beginning of Period | 127,528 | 74,242 | 124,360 |
Cash at End of Period | 89,465 | 127,528 | 74,242 |
Cash paid during the period | |||
Income taxes, net of refunds | 7,324 | 6,369 | 15,729 |
Interest | 25,840 | 30,044 | 26,134 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Net property and equipment financed with long-term debt, accounts payable and accrued liabilities | 12,156 | 3,829 | 22,242 |
Long-term debt extinguished upon sale of property and equipment | 3,315 | 0 | 0 |
Net transfer of assets to (from) property and equipment from (to) inventories | $ (3,912) | $ 8,128 | $ 41,582 |
BUSINESS ACTIVITY AND SIGNIFICA
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2016 | |
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 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 Company's foreign subsidiaries have fiscal years ending on December 31 of each year, consistent with statutory reporting requirements in each of the respective countries. The accounts of the Company's foreign subsidiaries are consolidated as of December 31 of each year. No events occurred related to these subsidiaries in January 2016 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 operations and cash flows to maintain consistency and comparability between periods presented. These reclassifications had no impact on previously reported net income (loss) or 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, 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 its lower of cost or market adjustments 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 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. All of the Company's previously recorded goodwill was fully impaired as of January 31, 2015. See Note 5 for details and results of the Company's impairment testing. Intangible Assets Intangible assets with a finite life consist of customer relationships and covenants not to compete, and are carried at cost less accumulated amortization. The Company amortizes the cost of identified intangible assets on a straight-line basis over the expected period of benefit, which 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. See Note 5 for details and results of the Company's impairment testing in the years ended January 31, 2016 and 2015 . 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. All impairment charges recognized are included in the Impairment of Intangibles and Long-Lived Assets amount in the consolidated statements of operations. When reviewing long-lived assets for impairment, we group long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Long-lived assets deployed and used by individual store locations are reviewed for impairment at the individual store level. Other long-lived assets shared across stores within a segment or shared across segments are reviewed for impairment on a segment or consolidated level as appropriate. As of January 31, 2016, 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 Company performed the impairment analyses for these assets which have a combined carrying value of $17.2 million . In certain cases, the analysis indicated that the carrying value is not recoverable. The aggregate carrying value of such assets totaled $14.4 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 $6.5 million was necessary, of which $3.7 million related to the Agriculture segment and $2.8 million related to the Construction segment. In all other cases, in which the aggregate carrying value of such assets totaled $2.8 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 $0.4 million for certain long-lived assets associated with store locations closed during the year ended January 31, 2016, which was primarily comprised of impairment charges of $0.3 million related to the Agriculture segment and $0.1 million related to the Shared Resource Center. The Company recognized impairment charges totaling $1.0 million on long-lived assets during the year ended January 31, 2015, of which $0.6 million related to the Agriculture segment, $0.3 million related to the Construction segment and $0.1 million related to the International segment. The Company recognized impairment charges of $1.5 million related to the Construction segment long-lived assets during the year ended January 31, 2014. 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. The cash flows related to derivative instruments that are accounted for as cash flow hedges are classified in the same category on the consolidated statements of cash flow as the cash flows from the items being hedged. 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. Deferred tax assets and liabilities are netted by taxing jurisdiction and presented as either a net asset or liability position, as applicable, on the consolidated balance sheets. The Company recognizes the financial statement benefit of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that has a greater than 50% likelihood of being realized. Changes in the recognition or measurement of such positions are reflected in its provision for income taxes in the period of the change. The Company's policy is to recognize interest and penalties related to income tax matters within its provision for income taxes. 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. All anti-dilutive securities were excluded from the computation of diluted EPS. The following table sets forth the calculation of the denominator for basic and diluted EPS: 2016 2015 2014 (in thousands, except per share data) Basic Weighted-Average Common Shares Outstanding 21,111 20,989 20,894 Plus: Incremental Shares From Assumed Exercise of Stock Options — — 146 Diluted Weighted-Average Common Shares Outstanding 21,111 20,989 21,040 Anti-Dilutive Shares Excluded From Diluted Weighted-Average Common Shares Outstanding Stock Options 174 221 99 Shares Underlying Senior Convertible Notes (conversion price of $43.17) 3,474 3,474 3,474 Earnings (Loss) per Share - Basic $ (1.76 ) $ (1.51 ) $ 0.42 Earnings (Loss) per Share - Diluted $ (1.76 ) $ (1.51 ) $ 0.41 Revenue Recognition Equipment revenue is generally recognized upon receipt of a signed sales contract and delivery of product to customers. 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 $61.4 million , $73.7 million and $68.6 million for the years ended January 31, 2016 , 2015 and 2014 , respectively. As of January 31, 2016 , the Company had $137.8 million of rental fleet included in property and equipment, net of accumulated depreciation of $47.3 million . 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 . Construction of Leased Assets and Sale-Leaseback Accounting The Company from time to time performs construction projects on its store locations, which are recorded as property and equipment in the consolidated balance sheet during the construction period. Upon completion, these assets are either placed in service, at which point the depreciation of the asset commences, or are part of a sale-leaseback transaction with a third-party buyer/lessor. In certain other situations the Company enters into build-to-suit construction projects with third-party lessors. Under the applicable lease accounting rules, certain forms of lessee involvement in the construction of the leased asset deem the Company to be the owner of the leased asset during the construction period and requires capitalization of the lessor's total project costs on the consolidated balance sheet with the recognition of a corresponding financing obligation. Upon completion of a project for which the constructed assets are sold to a buyer/lessor or a build-to suit construction project, the Company performs a sale-leaseback analysis to determine if the asset and related financing obligation can be derecognized from the consolidated balance sheet. Certain provisions in a number of our lease agreements, primarily provisions regarding repurchase options, are deemed to be continuing involvement in the sold asset which precludes sale recognition. In such cases, the asset remains on the consolidated balance sheet under property and equipment and the proceeds received in the sale-leaseback transaction are recognized as a financing obligation under long-term debt in the consolidated balance sheet. Both the asset and the financing obligation are amortized over the lease term. In instances in which the Company has no continuing involvement in the sold asset, the criteria for sale recognition are met and the asset and any related financing obligation are derecognized from the consolidated balance sheet, and the lease is analyzed for proper accounting treatment as either an operating or capital lease. See Note 8 for balances of outstanding financing obligations. Manufacturer Incentives and Discounts The Company receives various manufacturer incentives and discounts, which are based on a variety of factors. Discounts and incentives related to the purchase of inventory are recognized as a reduction of inventory prices and recognized as a reduction of cost of revenue when the related inventory is sold. Other incentives, reflecting reimbursement of qualifying expenses, are recognized as a reduction of the related expense when earned. Advertising Costs Costs incurred for producing and distributing advertising are expensed as incurred. Advertising expense amounted to $3.3 million , $5.5 million and $5.9 million for the years ended January 31, 2016 , 2015 and 2014 , 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 loss of $3.8 million and $12.3 million for the years ended January 31, 2016 and 2015 , respectively. The net foreign currency transaction loss for the year ended January 31, 2016 primarily includes $1.1 million losses related to intercompany loans to its foreign subsidiaries and $2.5 million related to foreign currency remeasurement losses resulting from the devaluation of the Ukrainian hryvnia. 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 16. 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 20. 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. Information regarding these transactions is disclosed in Note 21. Segment Reporting The Company operates its business in three reportable segments, the Agriculture, Construction and International segments. Information regarding these segments is disclos |
RECEIVABLES
RECEIVABLES | 12 Months Ended |
Jan. 31, 2016 | |
Receivables [Abstract] | |
RECEIVABLES | RECEIVABLES January 31, 2016 January 31, 2015 (in thousands) Trade accounts receivable Due from customers $ 29,204 $ 46,526 Due from finance companies 19,250 15,489 Due from manufacturers 11,642 18,480 Total trade accounts receivable 60,096 80,495 Other receivables 47 105 60,143 80,600 Less allowance for doubtful accounts (3,591 ) (4,218 ) $ 56,552 $ 76,382 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Jan. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES January 31, 2016 January 31, 2015 (in thousands) New equipment $ 323,393 $ 442,984 Used equipment 267,893 318,308 Parts and attachments 87,807 107,893 Work in process 10,371 10,255 $ 689,464 $ 879,440 During the fourth quarter of the year ended January 31, 2016, the Company determined it would market certain aged equipment through alternative channels rather than through its normal retail channels, in an effort to reduce its equipment inventory levels. The Company anticipates realizing lower revenue amounts from these alternative channels than the carrying values of the respective equipment. As a result, in addition to its usual lower of cost or market valuation adjustments, the Company recorded an inventory impairment charge of $27.5 million to equipment cost of revenue, of which $11.4 million related to the Agriculture segment, $15.9 million related to the Construction segment and $0.2 million related to the International segment. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT January 31, 2016 January 31, 2015 (in thousands) Rental fleet equipment $ 137,754 $ 148,198 Machinery and equipment 23,051 24,071 Vehicles 36,537 43,435 Furniture and fixtures 38,149 39,421 Land, buildings, and leasehold improvements 63,460 57,630 298,951 312,755 Less accumulated depreciation (115,772 ) (104,075 ) $ 183,179 $ 208,680 Depreciation expense amounted to $28.2 million , $31.2 million and $30.0 million for the years ended January 31, 2016 , 2015 and 2014 , respectively. The Company had assets related to sale-leaseback financing obligations and capital leases associated with real estate of store locations, which are included in the land, buildings and leasehold improvements balance above. Such assets had gross carrying values totaling $25.4 million and $14.2 million , and accumulated amortization balances totaling $2.2 million and $1.5 million , as of January 31, 2016 and 2015 , respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Jan. 31, 2016 | |
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, 2016 and 2015 : January 31, 2016 January 31, 2015 Cost Accumulated Amortization Net Cost Accumulated Amortization Net (in thousands) (in thousands) Covenants not to compete $ 972 $ (720 ) $ 252 $ 2,078 $ (1,521 ) $ 557 Customer relationships — — — 1,188 (1,169 ) 19 $ 972 $ (720 ) $ 252 $ 3,266 $ (2,690 ) $ 576 Amortization expense was $0.3 million , $0.6 million and $0.8 million for the years ended January 31, 2016 , 2015 and 2014 , respectively. Future amortization expense, as of January 31, 2016 , is expected to be as follows: Years ending January 31, Amount (in thousands) 2017 $ 132 2018 74 2019 27 2020 15 2021 4 $ 252 Changes in the carrying amount of indefinite lived intangible assets, which consisted entirely of distribution rights, during the years ended January 31, 2016 and 2015 are summarized as follows: Agriculture Construction International Total (in thousands) 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 Arising in completed business combinations — — — — Impairment — — — — Foreign currency translation adjustment — — — — Balance at January 31, 2016 $ 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 the year ended January 31, 2016 indicated that no impairment charges were necessary. 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 and $5.5 million and $2.0 million were recognized and included in the Impairment of Intangibles and Long-Lived Assets amount in the consolidated statements of operations during the years ended January 31, 2015 and 2014 , respectively. The impairment charges arose as the result of 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 year ended January 31, 2015 are summarized as follows. There has been no goodwill activity during the year ended January 31, 2016 . Agriculture Construction International Total (in thousands) 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 performed its annual impairment testing of goodwill at the end of each fiscal year in which it carried a goodwill balance. 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 of Goodwill 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. Accumulated impairment losses totaled $31.0 million , $31.0 million and $6.3 million as of January 31, 2016 , 2015 and 2014 , respectively. |
FLOORPLAN PAYABLE_LINES OF CRED
FLOORPLAN PAYABLE/LINES OF CREDIT | 12 Months Ended |
Jan. 31, 2016 | |
Line of Credit Facility [Abstract] | |
FLOORPLAN PAYABLE/LINES OF CREDIT | 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, net of unamortized debt issuance costs incurred for floorplan credit facilities. 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, 2016 , the Company had discretionary floorplan payable lines of credit for equipment purchases totaling $1.0 billion , which includes a $275.0 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 $172.0 million credit facility with DLL Finance LLC ("DLL Finance", formerly Agricredit Acceptance LLC ) and the U.S. dollar equivalent of $115.4 million in credit facilities related to its foreign subsidiaries. Floorplan payable relating to these credit facilities totaled $420.7 million of the total floorplan payable balance of $444.8 million outstanding as of January 31, 2016 and $594.1 million of the total floorplan payable balance of $625.2 million outstanding as of January 31, 2015 ; the remaining outstanding balances relate to equipment inventory financing from manufacturers and non-manufacturer lenders other than the aforementioned lines of credit. As of January 31, 2016 , the interest-bearing U.S. floorplan payables carried various interest rates primarily ranging from 2.67% to 5.28% , and the foreign floorplan payables carried various interest rates primarily ranging from 1.9% to 12.0% . The following provides additional information regarding each of the Company's three significant floorplan lines of credit. Wells Fargo Credit Agreement—Operating and Floorplan Payable Lines of Credit As of January 31, 2016 , the Company had a second amended and restated credit agreement with Wells Fargo ("Credit Agreement"), which was entered into on October 28, 2015, and amended on December 29, 2015, which provides for a $275.0 million wholesale floorplan line of credit (the "Floorplan Payable Line") and a $75.0 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 standby letters of credit used for a variety of purposes such as to guarantee floorplan payable lines of credit equipment inventory purchases by the Company's foreign subsidiaries. The credit agreement has a variable interest rate on outstanding balances and has a 0.25% to 0.375% non-usage fee on the average monthly unused amount and requires monthly payments of accrued interest. The Company elects at the time of any advance to choose a Base Rate Loan or a LIBOR Rate Loan. The LIBOR Rate is for the duration of one month, two month, or three month LIBOR rate at the time of the loan, as chosen by the Company. The Base Rate is the greatest of (a) the Federal Funds Rate plus 0.5% , (b) the one month LIBOR Rate plus 1% , and (c) the prime rate of interest announced, from time to time, within Wells Fargo. The applicable margin rate is determined based on excess availability under the Credit Agreement and ranges from 0.75% to 1.5% for Base Rate Loans and 1.75% to 2.50% for LIBOR Rate Loans. The Credit Agreement is secured by substantially all our assets and requires the Company to maintain a fixed charge coverage ratio of at least 1.10 if adjusted excess availability plus eligible cash collateral is less than 15% of the total amount of the credit facility. Based on our adjusted excess availability and cash collateral, we were not subject to the fixed charge coverage ratio as of January 31, 2016. The Credit Agreement does not obligate the Company to maintain other financial covenants. The Credit Agreement also includes various non-financial covenants, including, under certain conditions, restricting the Company’s ability to make certain cash payments, including for cash dividends and stock repurchases, restricting the Company’s ability to issue equity instruments, restricting the Company’s ability to complete acquisitions or divestitures, and limiting the Company's ability to incur new indebtedness. The Credit Agreement matures on the earlier of October 28, 2020 or the date that is six months prior to maturity of the Company's existing senior convertible notes unless on such date certain financial covenant tests are met as described in the Credit Agreement. The Company amended its previous credit agreement with Wells Fargo in April 2015, and amended and restated the credit facility in October 2015. The amendments and restatement changed certain financial covenants, reduced available amounts on the Floorplan Payable Line and the Working Capital Line, and changed the interest rate, among other things. The Company wrote-off a total of $1.6 million of capitalized debt issuance costs as a result of the reductions in available borrowing amounts under these amendments. 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 rental fleet equipment and for general 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, 2016 and 2015 are disclosed in Note 8. CNH Industrial Capital Floorplan Payable Line of Credit As of January 31, 2016 , 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 and reduced interest rate 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. In March 2016, the Company amended its credit facility with CNH Industrial Capital which changed the calculation of the fixed charge coverage ratio covenant to allow for long-lived asset impairment charges to be eligible adjustments on a permanent basis, and allow for the $27.5 million equipment inventory impairment charges discussed in Note 3 and the $2.5 million Ukraine foreign currency remeasurement discussed in Note 1 to be eligible adjustments for the periods ended January 31, 2016, April 30, 2016, July 31, 2016 and October 31, 2016. After allowing for the addition of these adjustments, the Company has met the covenant under this credit facility as of January 31, 2016. DLL Finance Floorplan Payable Line of Credit As of January 31, 2016 , the Company had a $172.0 million credit facility with DLL Finance. The DLL Finance credit facility may be used to purchase or refinance new and used equipment inventory and has a variable interest rate on outstanding balances of one-month LIBOR plus an applicable margin of 4.86% to 5.36% per annum, depending upon the Company's average daily outstanding balance. The DLL Finance credit facility allows for increase, decrease or termination of the credit facility by DLL Finance on 90 days notice. Under covenants of the DLL Finance 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 2.50 : 1.00, to submit certain financial information, and to obtain prior consent from DLL Finance if the Company desired to engage in any acquisition meeting certain financial thresholds. The balances outstanding with DLL Finance are secured by the inventory 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. The Company amended its credit facility with DLL Finance during the year ended January 31, 2016, which, among other things, decreased its available borrowings under the credit facility and changed the interest rate on outstanding balances, among other things. The Company received a letter from DLL Finance which changed the calculation of the fixed charge coverage ratio covenant to allow for long-lived asset impairment charges to be eligible adjustments on a permanent basis, and allow for the $27.5 million equipment inventory impairment charges discussed in Note 3 to be an eligible adjustment for the periods ended January 31, 2016, April 30, 2016, July 31, 2016 and October 31, 2016. After allowing for the addition of these adjustments, the Company has met the fixed charge coverage ratio covenant as of January 31, 2016. In addition, the Company amended its credit facility with DLL Finance in April 2016 to change the fixed charge coverage ratio to 1.10 : 1.00 for each of the quarters ended April 30, 2016, July 31, 2016 and October 31, 2016 and to 1.25 : 1.00 for the period ended January 31, 2017 and each fiscal quarter ended thereafter. The amendment also decreased its available borrowings under the credit facility to $110.0 million and changed the interest rate to a range of one-month LIBOR plus an applicable margin of 4.94% to 5.44% , among other things. The Company was in compliance with the net leverage ratio covenant under this credit facility as of January 31, 2016. |
SENIOR CONVERTIBLE NOTES
SENIOR CONVERTIBLE NOTES | 12 Months Ended |
Jan. 31, 2016 | |
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. As of January 31, 2016 and 2015 , the Senior Convertible Notes consisted of the following: January 31, 2016 January 31, 2015 (in thousands, except conversion rate and conversion price) Principal value $ 150,000 $ 150,000 Unamortized debt discount (13,946 ) (17,650 ) Unamortized debt issuance costs (1,909 ) (2,461 ) Carrying value of senior convertible notes $ 134,145 $ 129,889 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: 2016 2015 2014 (in thousands) Cash Interest Expense Coupon interest expense $ 5,625 $ 5,625 $ 5,625 Noncash Interest Expense Amortization of debt discount 3,703 3,457 3,227 Amortization of transaction costs 552 538 524 $ 9,880 $ 9,620 $ 9,376 As of January 31, 2016 , the unamortized debt discount will be amortized over a remaining period of approximately 3.25 years . The if-converted value as of January 31, 2016 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. In April 2016, the Company repurchased $30.1 million face value ( $27.1 million carrying value) of its senior convertible notes with $25.0 million in cash, and will recognize a pre-tax gain of approximately $2.0 million in the first quarter of fiscal 2017. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Jan. 31, 2016 | |
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, 2016 and 2015 : January 31, 2016 January 31, 2015 (in thousands) Sale-leaseback financing obligations and capital leases, interest rates primarily ranging from 3.4% to 12.6%,with various maturity dates through December 2030 $ 25,559 $ 13,313 Variable rate notes payable to GE Commercial Distribution Finance Corporation, interest rate of LIBOR + 3.24%, monthly installment payments including interest, various maturity dates through December 2018, secured by rental fleet equipment 11,767 14,489 Fixed rate notes payable to various finance companies, interest rates primarily ranging from 2.94% to 4.50%, due in monthly installments including interest and various maturity dates through February 2021, secured by fixed assets 2,640 5,577 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 Working Capital Line payable to Wells Fargo (see details in Note 6), net of unamortized debt issuance costs of $560 as of January 31, 2015 — 18,159 Other — 1,441 39,966 74,312 Less current maturities (1,557 ) (7,749 ) $ 38,409 $ 66,563 Long-term debt maturities are as follows: Sale-Leaseback Financing Obligations & Capital Leases Total Present Value of Minimum Lease Payments and Other Long-Term Debt Years Ending January 31, Minimum Lease Payments Interest Present Value of Minimum Lease Payments Other Long-Term Debt (in thousands) 2017 $ 3,120 $ 1,985 $ 1,135 $ 422 $ 1,557 2018 3,132 1,904 1,228 11,969 13,197 2019 3,077 1,816 1,261 157 1,418 2020 3,041 1,729 1,312 120 1,432 2021 3,041 1,716 1,325 76 1,401 Thereafter 28,504 9,206 19,298 1,663 20,961 $ 43,915 $ 18,356 $ 25,559 $ 14,407 $ 39,966 |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Jan. 31, 2016 | |
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, 2016 and 2015 : Notional Amount as of: January 31, 2016 January 31, 2015 (in thousands) Net investment hedge: Foreign currency contracts $ — $ 14,223 Cash flow hedges: Interest rate swap 100,000 100,000 Foreign currency contracts — — Derivatives not designated as hedging instruments: Foreign currency contracts 13,148 30,030 The following table sets forth the fair value of the Company's derivative instruments outstanding as of January 31, 2016 and 2015 . Fair Value as of: January 31, 2016 January 31, 2015 Balance Sheet Location (in thousands) Asset Derivatives: Derivatives not designated as hedging instruments: Foreign currency contracts $ 125 $ — Prepaid expenses and other Total Asset Derivatives $ 125 $ — Liability Derivatives: Derivatives designated as hedging instruments: Net investment hedges: Foreign currency contracts $ — $ 19 Accrued expenses Cash flow hedges: Interest rate swap 2,836 3,233 Accrued expenses Derivatives not designated as hedging instruments: Foreign currency contracts — 17 Accrued expenses Total Liability Derivatives $ 2,836 $ 3,269 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, 2016 , 2015 and 2014 . All amounts included in income (loss) in the table below from derivatives designated as hedging instruments relate to reclassifications from accumulated other comprehensive income. 2016 2015 2014 OCI Income OCI Income OCI Income (in thousands) (in thousands) (in thousands) Derivatives Designated as Hedging Instruments: Net investment hedges: Foreign currency contracts $ 333 $ — $ 4,749 $ — $ 284 $ — Cash flow hedges: Interest rate swap (a) (1,309 ) (1,755 ) (2,595 ) (589 ) (1,227 ) — Foreign currency contracts (b) — (62 ) 73 (76 ) (211 ) — Derivatives Not Designated as Hedging Instruments: Foreign currency contracts (c) — 996 — 5,683 — (720 ) Total Derivatives $ (976 ) $ (821 ) $ 2,227 $ 5,018 $ (1,154 ) $ (720 ) (a) Amounts are included in Floorplan interest expense / Interest income and other income (expense) in the consolidated statements of operations (b) Amounts are included in Cost of revenue - equipment in the consolidated statements of operations (c) Amounts are included in Interest income and other income (expense) in the consolidated statements of operations 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, 2016 , the Company had $2.8 million in pre-tax net unrealized losses associated with its interest rate swap instrument recorded in accumulated other comprehensive income, and expects that $1.4 million of this amount will be reclassified into net income over the next 12 months. As of January 31, 2016 , the Company had no pre-tax net unrealized losses associated with its foreign currency contract cash flow hedging instruments. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Jan. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES January 31, 2016 January 31, 2015 (in thousands) Compensation $ 13,985 $ 17,289 Sales, payroll, real estate and value added taxes 3,806 4,826 Interest 2,466 2,377 Insurance 1,395 1,607 Deferred revenue 1,247 3,022 Derivative liabilities 2,836 3,269 Other 3,179 3,106 $ 28,914 $ 35,496 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Guarantees As of January 31, 2016 and 2015 , the Company had $3.0 million and $4.6 million of guarantees on customer financing with CNH Industrial Capital, respectively. 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 monetary 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, 2016 or 2015 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 LEASE COMMITMENTS
OPERATING LEASE COMMITMENTS | 12 Months Ended |
Jan. 31, 2016 | |
Leases [Abstract] | |
OPERATING LEASE COMMITMENTS | OPERATING LEASE COMMITMENTS The Company leases 124 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 $22.9 million , $23.0 million and $22.1 million during the years ended January 31, 2016 , 2015 and 2014 , respectively. The leases expire at various dates through January 2031 . 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) 2017 $ 21,256 2018 19,887 2019 18,681 2020 15,492 2021 14,843 Thereafter 97,247 $ 187,406 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. |
RELATED PARTY TRANSACTIONS RELA
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jan. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13—RELATED PARTY TRANSACTIONS The Company utilizes C.I. Construction, LLC ("C.I. Construction"), an entity owned by the brother-in-law of Peter Christianson (the Company's former President and a former director) and Tony Christianson (a current director), 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 $0.5 million , $1.9 million and $3.9 million for the years ended January 31, 2016 , 2015 and 2014 , respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income (loss) before income taxes for the years ended January 31, 2016 , 2015 and 2014 consist of the following: 2016 2015 2014 (in thousands) U.S. $ (53,211 ) $ (20,825 ) $ 25,713 Foreign (3,000 ) (17,515 ) (7,284 ) Total $ (56,211 ) $ (38,340 ) $ 18,429 The provision for (benefit from) income taxes charged to income for the years ended January 31, 2016 , 2015 and 2014 consists of the following: 2016 2015 2014 (in thousands) Current Federal $ (9,193 ) $ 8,615 $ 13,086 State 147 1,245 2,029 Foreign 235 54 149 Total current taxes (8,811 ) 9,914 15,264 Deferred Federal (7,766 ) (13,372 ) (4,832 ) State (1,427 ) (1,504 ) (533 ) Foreign 22 39 426 Total deferred taxes (9,171 ) (14,837 ) (4,939 ) $ (17,982 ) $ (4,923 ) $ 10,325 The reconciliation of the statutory federal income tax rate to the Company's effective rate is as follows: 2016 2015 2014 U.S. statutory rate (35.0 )% (35.0 )% 35.0 % Foreign statutory rates 0.6 % 14.6 % 2.9 % State taxes on income net of federal tax benefit (4.1 )% (4.4 )% 4.5 % Valuation allowances 5.7 % 14.6 % 10.3 % Impairment of nondeductible goodwill from stock acquisitions — % 6.9 % — % Foreign currency devaluation (1.0 )% (11.6 )% — % All other, net 1.8 % 2.1 % 3.3 % (32.0 )% (12.8 )% 56.0 % Net deferred tax assets and liabilities consist of the following components as of January 31, 2016 and 2015 : 2016 2015 (in thousands) Deferred tax assets: Inventory allowances $ 18,494 $ 11,568 Goodwill and other intangibles 6,998 7,995 Net operating losses 6,176 5,888 Accrued liabilities and other 3,670 4,980 Receivables 1,115 994 Hedging and derivatives 1,085 1,286 Stock-based compensation 863 1,125 Other 778 631 Total deferred tax assets 39,179 34,467 Valuation allowances (8,853 ) (7,545 ) Deferred tax assets, net of valuation allowances $ 30,326 $ 26,922 Deferred tax liabilities: Property and equipment $ (36,141 ) $ (40,177 ) Senior convertible notes (5,320 ) (6,716 ) Total deferred tax liabilities $ (41,461 ) $ (46,893 ) Net deferred tax liability $ (11,135 ) $ (19,971 ) As of January 31, 2016 , the Company had accumulated undistributed earnings in non-U.S. subsidiaries of $1.5 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 $0.6 million . As of January 31, 2016 , the Company has recorded $50.6 million of net operating loss carryforwards within certain of its state and foreign jurisdictions which expire at various dates between the Company's fiscal years 2019 and 2036 , with certain jurisdictions having indefinite carryforward periods. In reviewing our deferred tax assets as of January 31, 2016, we concluded that a partial valuation allowance for U.S. federal and state deferred tax assets was warranted. In total, we recognized a valuation allowance of $2.4 million as of January 31, 2016 on our U.S. deferred tax assets. As of January 31, 2016 and 2015, the Company concluded that a full valuation allowance was warranted for our foreign deferred tax assets, including net operating losses. The valuation allowance for these assets amounted to $6.5 million and $7.5 million as of January 31, 2016 and 2015, respectively. The recognition of the valuation allowance for our U.S. deferred tax assets was based on the presence of historical losses and our expected future sources of taxable income, including taxable income in prior carryback years and the anticipated future reversal of our existing deferred tax assets and liabilities. The valuation allowance for our foreign deferred tax assets was based on the presence of historical losses and the anticipated time period over which we may generate taxable income 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, 2012 and state tax authorities for fiscal years ended on or prior to January 31, 2011 . 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 and Austrian subsidiaries are under audit for calendar years 2012 through 2014. The Ukraine audit commenced during calendar year 2014 while the Austrian audit commenced during calendar year 2016. |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 12 Months Ended |
Jan. 31, 2016 | |
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. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Jan. 31, 2016 | |
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, which are approved by the stockholders of the Company, the Company may grant incentive stock options, non-qualified stock options and restricted stock for up to a maximum shares of common stock set forth in the Plan under all forms of awards. 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 $2.1 million for the years ended January 31, 2016 , 2015 and 2014 , respectively. The related income tax benefit (net) was $0.8 million , $0.8 million and $0.7 million for the years ended January 31, 2016 , 2015 and 2014 , 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 1,227,000 shares authorized and available for future equity awards under this plan as of January 31, 2016 . 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, 2016 : 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, 2015 375 $ 11.74 $ 1,731 2.8 Granted — — Exercised (55 ) 4.77 Forfeited (31 ) 19.96 Outstanding at January 31, 2016 289 $ 12.19 $ 76 2.0 Exercisable at January 31, 2016 289 $ 12.19 $ 76 2.0 The aggregate intrinsic value of stock options exercised was $0.3 million and $0.1 million for the years ended January 31, 2016 and 2014 , respectively, and immaterial for the year ended January 31, 2015. As of January 31, 2016 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, 2016 : Stock Options Outstanding and Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (in thousands) $ 4.00-8.50 179 1.7 $ 8.07 10.20-14.69 36 2.8 11.40 21.21-26.84 74 2.5 22.56 289 2.0 $ 12.19 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, 2016 : Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) (in thousands) Nonvested at January 31, 2015 382 $ 20.38 3.3 Granted 191 15.41 Forfeited (48 ) 19.40 Vested (123 ) 20.12 Nonvested at January 31, 2016 402 $ 18.21 3.4 The weighted-average grant date fair value of RSA's granted was $15.41 , $17.90 and $20.92 during the years ended January 31, 2016 , 2015 and 2014 , respectively. The total fair value of RSA's vested was $1.7 million , $1.5 million and $1.5 million during the years ended January 31, 2016 , 2015 and 2014 , respectively. As of January 31, 2016 , 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 3.4 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, 2016 : Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) (in thousands) Nonvested at January 31, 2015 30 $ 18.12 2.2 Granted 32 15.47 Forfeited (1 ) 18.12 Vested — — Nonvested at January 31, 2016 61 $ 16.71 1.7 The weighted-average grant date fair value of RSU's granted was $15.47 and 18.12 during the years ended January 31, 2016 and 2015 , respectively. As of January 31, 2016 , 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, 2016 | |
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 matches 50% of the first 6% of participating employees' contributions. In addition, the Company may make a discretionary contribution to the 401(k) Plan as determined by the Board of Directors, with a maximum amount equal to the amount allowed under the IRS regulations. For the period March 1, 2015 through December 31, 2015, the Company amended the 401(k) Plan to remove the matching contribution requirement. Effective January 1, 2016, the matching contributions were reinstated. The Company recognized expense for contributions made to the 401(k) Plan totaling $0.2 million , $3.5 million and $4.0 million for the years ended January 31, 2016 , 2015 and 2014 , respectively. All amounts contributed during these years reflected matching contributions, as no discretionary contributions were made to the Plan. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Jan. 31, 2016 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Below is a summary of the acquisitions completed for the years ended January 31, 2015 and 2014 . There were no acquisitions completed in the year ended January 31, 2016. 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 business 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 . The allocations of the purchase prices in the above business combinations are presented in the following table: 2015 2014 (in thousands) Cash $ — $ 2 Receivables 147 270 Inventories 525 2,658 Property and equipment 156 2,119 Intangible assets — 182 Goodwill — 71 $ 828 $ 5,302 Customer deposits $ — $ 4 $ — $ 4 Cash consideration $ 584 $ 4,850 Non-cash consideration: liabilities incurred 244 448 Total consideration $ 828 $ 5,298 Goodwill related to the Construction operating segment $ — $ 71 Goodwill expected to be deductible for tax purposes $ — $ 71 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Jan. 31, 2016 | |
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, 2016 and 2015 are as follows: January 31, 2016 January 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) (in thousands) Financial Assets Foreign currency contracts $ — $ 125 $ — $ 125 $ — $ — $ — $ — Total Financial Assets $ — $ 125 $ — $ 125 $ — $ — $ — $ — Financial Liabilities Interest rate swap $ — $ 2,836 $ — $ 2,836 $ — $ 3,233 $ — $ 3,233 Foreign currency contracts — — — — — 36 — 36 Total Financial Liabilities $ — $ 2,836 $ — $ 2,836 $ — $ 3,269 $ — $ 3,269 The valuation for the Company's foreign currency contracts and interest rate swap derivative instruments were valued using discounted cash flow analyses, an income approach, utilizing readily observable market data as inputs. The Company also valued certain long-lived assets at fair value on a non-recurring basis during the years ended January 31, 2016 and 2015 as part of its impairment testing. The estimated fair value of such assets was $5.6 million and $0.8 million as of January 31, 2016 and 2015, respectively. The assets recorded at fair value as of January 31, 2016 consisted of real estate assets and fair value was determined by a professional appraisal of such assets. The real estate appraisals utilize market and income approaches incorporating both observable and unobservable inputs, and are deemed to be Level 3 fair value inputs. In certain instances the Company estimated the fair value of long-lived assets to approximate zero as no future cash flows were assumed to be generated from the use of such assets and the expected sales values were deemed to be nominal. All such fair value measurements were based on unobservable inputs and thus are Level 3 fair value inputs. The Company also has financial instruments that are not recorded at fair value in 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, 2016 and 2015 . The following table provides details on the Senior Convertible Notes as of January 31, 2016 and 2015 . 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, and unamortized debt issuance costs (see Note 7). Fair value of the Senior Convertible Notes was estimated based on Level 2 fair value inputs. January 31, 2016 January 31, 2015 Estimated Fair Value Carrying Value Face Value Estimated Fair Value Carrying Value Face Value (in thousands) (in thousands) Senior convertible notes $ 105,000 $ 134,145 $ 150,000 $ 111,000 $ 129,889 $ 150,000 |
STORE CLOSINGS AND REALIGNMENT
STORE CLOSINGS AND REALIGNMENT COST | 12 Months Ended |
Jan. 31, 2016 | |
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 included 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's remaining stores in each of the respective areas assumed the distribution rights for the CNH Industrial brand previously held by the stores which have closed. The Company also closed one outlet store in its Agriculture segment in the fourth quarter of fiscal 2016. The Company recognized $0.1 million in severance costs primarily in its International segment in its fourth quarter of the fiscal year ended January 31, 2015, and the $2.0 million incurred during the year ended January 31, 2016 reflects the total amount expected to be incurred related to the closing of these stores, exclusive of any changes in lease termination accrual assumptions. 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: 2016 2015 2014 Income Statement Classification (in thousands) Agriculture Segment Lease termination costs $ 283 $ 148 $ — Realignment Costs Employee severance costs 362 118 — Realignment Costs Impairment of fixed assets, net of gains on asset disposition 249 85 — Impairment of Intangibles and Long-Lived Assets Asset relocation and other closing costs 88 84 — Realignment Costs Inventory cost adjustments — 471 — Cost of Revenue - Equipment $ 982 $ 906 $ — Construction Segment Lease termination costs $ 372 $ 1,795 $ 282 Realignment Costs Employee severance costs 225 497 — Realignment Costs Impairment of fixed assets, net of gains on asset disposition 10 (60 ) — Impairment of Intangibles and Long-Lived Assets Asset relocation and other closing costs 38 379 — Realignment Costs $ 645 $ 2,611 $ 282 International Employee severance costs $ — $ 56 $ — Realignment Costs $ — $ 56 $ — Shared Resource Center Lease termination costs $ 37 $ — $ — Employee severance costs 187 300 — Realignment Costs Impairment of fixed assets, net of gains on asset disposition 110 — — Impairment of Intangibles and Long-Lived Assets $ 334 $ 300 $ — Total Lease termination costs $ 692 $ 1,943 $ 282 Realignment Costs Employee severance costs 774 971 — Realignment Costs Impairment of fixed assets, net of gains on asset disposition 369 25 — Impairment of Intangibles and Long-Lived Assets Asset relocation and other closing costs 126 463 — Realignment Costs Inventory cost adjustments — 471 — Cost of Revenue - Equipment $ 1,961 $ 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, 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 Exit costs incurred and charged to expense Lease termination costs 692 Employee severance costs 774 Exit costs paid Lease termination costs (1,738 ) Employee severance costs (774 ) Balance, January 31, 2016 $ 660 |
HELD FOR SALE
HELD FOR SALE | 12 Months Ended |
Jan. 31, 2016 | |
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. 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 of Intangibles and Long-Lived Assets in the consolidated statements of operations. The Company determined that these disposal groups no longer met the held for sale criteria as of January 31, 2016, and they were therefore classified as held and used. 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. This property and equipment was sold during the year ended January 31, 2016. The assets and liabilities which are held for sale related to the aforementioned disposal groups are presented in the following table: January 31, 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 OPERATI
SEGMENT INFORMATION AND OPERATING RESULTS | 12 Months Ended |
Jan. 31, 2016 | |
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, 2016 , 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 to make decisions regarding the allocation of resources, to assess the Company's operating performance and to make strategic decisions. During the year ended January 31, 2016 , the Company made changes to its internal financial reporting, primarily related to the elimination of transactions within a segment. Previously, the segment results were reported at gross amounts with eliminations reported separately to reconcile to consolidated financial results. During the year ended January 31, 2016 , the Company began reporting these eliminations within the segments to which they relate. The financial information as of January 31, 2015 and 2014 has been reclassified for comparability with the current year presentation. 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 $162.1 million , $164.4 million and $138.1 million for the years ended January 31, 2016 , 2015 and 2014 , respectively. As of January 31, 2016 and 2015 , $4.4 million and $6.1 million of the Company's long-lived assets were held in its European subsidiaries, respectively. 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. See Note 5 for information regarding goodwill by segment. Certain financial information for each of the Company's business segments is set forth below. Year Ended January 31, 2016 2015 2014 (in thousands) Revenue Agriculture $ 864,851 $ 1,346,457 $ 1,722,908 Construction 340,916 389,435 365,421 International 162,068 164,354 138,117 Total $ 1,367,835 $ 1,900,246 $ 2,226,446 Income (Loss) Before Income Taxes Agriculture $ (29,710 ) $ (11,434 ) $ 62,242 Construction (26,388 ) (11,941 ) (30,866 ) International (3,004 ) (17,109 ) (6,297 ) Segment income (loss) before income taxes (59,102 ) (40,484 ) 25,079 Shared Resources 2,891 2,144 (6,650 ) Total $ (56,211 ) $ (38,340 ) $ 18,429 Total Impairment Agriculture $ 3,975 $ 30,008 $ — Construction 2,752 266 7,961 International — 951 1,754 Segment impairment 6,727 31,225 9,715 Shared Resources 176 — — Total $ 6,903 $ 31,225 $ 9,715 Realignment Costs Agriculture $ 738 $ 350 $ — Construction 635 2,459 282 International — 56 — Segment impairment 1,373 2,865 282 Shared Resources 224 300 — Total $ 1,597 $ 3,165 $ 282 Year Ended January 31, 2016 2015 2014 (in thousands) Interest Income Agriculture $ 159 $ 214 $ 270 Construction 396 459 638 International 68 83 102 Segment interest income 623 756 1,010 Shared Resources 17 27 22 Total $ 640 $ 783 $ 1,032 Interest Expense Agriculture $ 15,596 $ 16,983 $ 16,052 Construction 12,575 12,110 10,751 International 4,159 8,002 4,562 Segment interest expense 32,330 37,095 31,365 Shared Resources 293 (2,304 ) (810 ) Total $ 32,623 $ 34,791 $ 30,555 Depreciation and Amortization Agriculture $ 7,760 $ 8,666 $ 8,196 Construction 15,965 17,647 18,064 International 1,255 1,710 1,110 Segment depreciation and amortization 24,980 28,023 27,370 Shared Resources 3,558 3,745 3,424 Total $ 28,538 $ 31,768 $ 30,794 Capital Expenditures Agriculture $ 2,861 $ 3,324 $ 4,634 Construction 1,492 4,779 2,752 International 657 1,726 4,015 Segment capital expenditures 5,010 9,829 11,401 Shared Resources 3,401 7,183 7,609 Total $ 8,411 $ 17,012 $ 19,010 January 31, 2016 January 31, 2015 Total Assets (in thousands) Agriculture $ 557,579 $ 734,894 Construction 294,891 393,573 International 109,706 152,557 Segment assets 962,176 1,281,024 Shared Resources 85,699 44,590 Total $ 1,047,875 $ 1,325,614 |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (Unaudited) | 12 Months Ended |
Jan. 31, 2016 | |
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 2016 and 2015 . 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) 2016 First quarter $ 353,196 $ 60,435 $ (6,890 ) $ (6,304 ) $ (0.29 ) $ (0.29 ) Second quarter 334,190 62,069 170 6 — — Third quarter 344,975 67,141 3,483 3,456 0.16 0.16 Fourth quarter 335,474 16,269 (34,992 ) (35,050 ) (1.62 ) (1.62 ) 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 ) The Company recognized an inventory impairment charge of $27.5 million to equipment cost of revenue in the fourth quarter of fiscal 2016 as a result of the decision to market certain aged equipment through alternative channels rather than through its normal retail channels, and its estimate of revenue amounts to be realized from these alternative channels being lower than the carrying value of the respective equipment. Further details are disclosed in Note 3. The Company recognized impairment charges totaling $6.7 million and $31.2 million in the fourth quarters of fiscal 2016 and 2015 , respectively, resulting from impairment testing of 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 $2.4 million and $5.6 million in valuation allowances on certain deferred tax assets, including net operating losses, in the fourth quarters of fiscal 2016 and 2015 , respectively. Details of these valuation allowances are disclosed in Note 1 and Note 14. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company amended its credit facilities with CNH Industrial Capital and DLL Finance in March 2016 and April 2016, respectively, 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 $1.0 billion to $950.4 million as of April 2016. The Company repurchased a portion of its Senior Convertible Notes in April 2016. See Note 7 for details. |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Jan. 31, 2016 | |
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, 2016 $ 4,218 $ 3,896 $ (4,591 ) $ 68 $ 3,591 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 |
BUSINESS ACTIVITY AND SIGNIFI34
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2016 | |
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 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 Company's foreign subsidiaries have fiscal years ending on December 31 of each year, consistent with statutory reporting requirements in each of the respective countries. The accounts of the Company's foreign subsidiaries are consolidated as of December 31 of each year. No events occurred related to these subsidiaries in January 2016 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 operations and cash flows to maintain consistency and comparability between periods presented. These reclassifications had no impact on previously reported net income (loss) or 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, 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 its lower of cost or market adjustments 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 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. All of the Company's previously recorded goodwill was fully impaired as of January 31, 2015. See Note 5 for details and results of the Company's impairment testing |
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. See Note 5 for details and results of the Company's impairment testing in the years ended January 31, 2016 and 2015 . |
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. All impairment charges recognized are included in the Impairment of Intangibles and Long-Lived Assets amount in the consolidated statements of operations. When reviewing long-lived assets for impairment, we group long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Long-lived assets deployed and used by individual store locations are reviewed for impairment at the individual store level. Other long-lived assets shared across stores within a segment or shared across segments are reviewed for impairment on a segment or consolidated level as appropriate. As of January 31, 2016, 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 Company performed the impairment analyses for these assets which have a combined carrying value of $17.2 million . In certain cases, the analysis indicated that the carrying value is not recoverable. The aggregate carrying value of such assets totaled $14.4 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 $6.5 million was necessary, of which $3.7 million related to the Agriculture segment and $2.8 million related to the Construction segment. In all other cases, in which the aggregate carrying value of such assets totaled $2.8 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 $0.4 million for certain long-lived assets associated with store locations closed during the year ended January 31, 2016, which was primarily comprised of impairment charges of $0.3 million related to the Agriculture segment and $0.1 million related to the Shared Resource Center. The Company recognized impairment charges totaling $1.0 million on long-lived assets during the year ended January 31, 2015, of which $0.6 million related to the Agriculture segment, $0.3 million related to the Construction segment and $0.1 million related to the International segment. The Company recognized impairment charges of $1.5 million related to the Construction segment long-lived assets during the year ended January 31, 2014. |
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. The cash flows related to derivative instruments that are accounted for as cash flow hedges are classified in the same category on the consolidated statements of cash flow as the cash flows from the items being hedged. 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. Deferred tax assets and liabilities are netted by taxing jurisdiction and presented as either a net asset or liability position, as applicable, on the consolidated balance sheets. The Company recognizes the financial statement benefit of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that has a greater than 50% likelihood of being realized. Changes in the recognition or measurement of such positions are reflected in its provision for income taxes in the period of the change. The Company's policy is to recognize interest and penalties related to income tax matters within its provision for income taxes. |
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. All anti-dilutive securities were excluded from the computation of diluted EPS. The following table sets forth the calculation of the denominator for basic and diluted EPS: 2016 2015 2014 (in thousands, except per share data) Basic Weighted-Average Common Shares Outstanding 21,111 20,989 20,894 Plus: Incremental Shares From Assumed Exercise of Stock Options — — 146 Diluted Weighted-Average Common Shares Outstanding 21,111 20,989 21,040 Anti-Dilutive Shares Excluded From Diluted Weighted-Average Common Shares Outstanding Stock Options 174 221 99 Shares Underlying Senior Convertible Notes (conversion price of $43.17) 3,474 3,474 3,474 Earnings (Loss) per Share - Basic $ (1.76 ) $ (1.51 ) $ 0.42 Earnings (Loss) per Share - Diluted $ (1.76 ) $ (1.51 ) $ 0.41 |
Revenue Recognition | Revenue Recognition Equipment revenue is generally recognized upon receipt of a signed sales contract and delivery of product to customers. 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 $61.4 million , $73.7 million and $68.6 million for the years ended January 31, 2016 , 2015 and 2014 , respectively. As of January 31, 2016 , the Company had $137.8 million of rental fleet included in property and equipment, net of accumulated depreciation of $47.3 million . 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 . |
Construction of Leased Assets and Sale-Leaseback Accounting | Construction of Leased Assets and Sale-Leaseback Accounting The Company from time to time performs construction projects on its store locations, which are recorded as property and equipment in the consolidated balance sheet during the construction period. Upon completion, these assets are either placed in service, at which point the depreciation of the asset commences, or are part of a sale-leaseback transaction with a third-party buyer/lessor. In certain other situations the Company enters into build-to-suit construction projects with third-party lessors. Under the applicable lease accounting rules, certain forms of lessee involvement in the construction of the leased asset deem the Company to be the owner of the leased asset during the construction period and requires capitalization of the lessor's total project costs on the consolidated balance sheet with the recognition of a corresponding financing obligation. Upon completion of a project for which the constructed assets are sold to a buyer/lessor or a build-to suit construction project, the Company performs a sale-leaseback analysis to determine if the asset and related financing obligation can be derecognized from the consolidated balance sheet. Certain provisions in a number of our lease agreements, primarily provisions regarding repurchase options, are deemed to be continuing involvement in the sold asset which precludes sale recognition. In such cases, the asset remains on the consolidated balance sheet under property and equipment and the proceeds received in the sale-leaseback transaction are recognized as a financing obligation under long-term debt in the consolidated balance sheet. Both the asset and the financing obligation are amortized over the lease term. In instances in which the Company has no continuing involvement in the sold asset, the criteria for sale recognition are met and the asset and any related financing obligation are derecognized from the consolidated balance sheet, and the lease is analyzed for proper accounting treatment as either an operating or capital lease. See Note 8 for balances of outstanding financing obligations. |
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. 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 $3.3 million , $5.5 million and $5.9 million for the years ended January 31, 2016 , 2015 and 2014 , 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 loss of $3.8 million and $12.3 million for the years ended January 31, 2016 and 2015 , respectively. The net foreign currency transaction loss for the year ended January 31, 2016 primarily includes $1.1 million losses related to intercompany loans to its foreign subsidiaries and $2.5 million related to foreign currency remeasurement losses resulting from the devaluation of the Ukrainian hryvnia. 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 16. |
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 20. |
Held for Sale | 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. Information regarding these transactions is disclosed in Note 21. |
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 22. |
Recent Accounting Guidance | Recent Accounting Guidance 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, 2018, and will employ one of the two retrospective application methods. The Company has not determined the potential effects adoption of this standard will have 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. The Company elected to early adopt this guidance on January 31, 2016 on a retrospective basis. Accordingly, on its January 31, 2015 consolidated balance sheet, it reclassified $5.1 million of unamortized debt issuance costs from other noncurrent assets to the related liability balances, which included reductions of $2.1 million in the floorplan payable balance, $2.5 million to the senior convertible notes balance and $0.5 million in the long-term debt balances. Its adoption had no impact on the Company's consolidated statements of operations. In July 2015, the FASB amended authoritative guidance on accounting for measurement of inventory, codified in ASC 330, Inventory . The amended guidance requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance is effective for the Company on February 1, 2017, with early adoption permitted. The Company has not determined the potential effects adoption of this standard will have on the consolidated financial statements. In September 2015, the FASB amended authoritative guidance on adjustments to provisional estimates used in accounting for business combinations, codified in ASC 805, Business Combinations . The amended guidance requires an acquirer to recognize, in the reporting period in which the adjustment amounts are determined, adjustments to provisional amounts and the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amended guidance also requires presentation of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date, either separately on the face of the income statement or disclosed in the notes. This guidance is effective for the Company on February 1, 2016, with early adoption permitted. The Company elected to early adopt this guidance on January 31, 2016. Its adoption did not have any impact on the Company's consolidated statements of operations. In November 2015, the FASB amended authoritative guidance on the balance sheet classification of deferred taxes, codified in ASC 740, Income Taxes . The amended guidance requires that all deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. The Company elected to early adopt this guidance on January 31, 2016 on a retrospective basis. Accordingly, it reclassified current deferred tax assets of $19.0 million to noncurrent deferred income tax liabilities on its January 31, 2015 consolidated balance sheet. Its adoption had no impact on the Company's consolidated statements of operations. In February 2016, the FASB amended authoritative guidance on leases, codified in ASC 842, Leases. The amended guidance requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. This guidance is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The provisions of this guidance are to be applied using a modified retrospective approach, with elective reliefs, which requires application of the guidance for all periods presented. The Company has not determined the potential effects adoption of this standard will have on the consolidated financial statements. In March 2016, the FASB amended authoritative guidance on stock-based compensation, codified in ASC 718, Compensation - Stock Compensation. The amended guidance changes the accounting for certain aspects of share-based payments, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statements of cash flows. This guidance is effective for the Company on February 1, 2017, with early adoption permitted. The manner of application varies by the various provisions of the guidance, with certain provisions applied on a retrospective or modified retrospective approach, while others are applied prospectively. The Company has not determined the potential effects adoption of this standard will have on the consolidated financial statements. |
BUSINESS ACTIVITY AND SIGNIFI35
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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 January 31, 2016 January 31, 2015 (in thousands) Rental fleet equipment $ 137,754 $ 148,198 Machinery and equipment 23,051 24,071 Vehicles 36,537 43,435 Furniture and fixtures 38,149 39,421 Land, buildings, and leasehold improvements 63,460 57,630 298,951 312,755 Less accumulated depreciation (115,772 ) (104,075 ) $ 183,179 $ 208,680 |
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: 2016 2015 2014 (in thousands, except per share data) Basic Weighted-Average Common Shares Outstanding 21,111 20,989 20,894 Plus: Incremental Shares From Assumed Exercise of Stock Options — — 146 Diluted Weighted-Average Common Shares Outstanding 21,111 20,989 21,040 Anti-Dilutive Shares Excluded From Diluted Weighted-Average Common Shares Outstanding Stock Options 174 221 99 Shares Underlying Senior Convertible Notes (conversion price of $43.17) 3,474 3,474 3,474 Earnings (Loss) per Share - Basic $ (1.76 ) $ (1.51 ) $ 0.42 Earnings (Loss) per Share - Diluted $ (1.76 ) $ (1.51 ) $ 0.41 |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Receivables [Abstract] | |
Schedule of receivables | January 31, 2016 January 31, 2015 (in thousands) Trade accounts receivable Due from customers $ 29,204 $ 46,526 Due from finance companies 19,250 15,489 Due from manufacturers 11,642 18,480 Total trade accounts receivable 60,096 80,495 Other receivables 47 105 60,143 80,600 Less allowance for doubtful accounts (3,591 ) (4,218 ) $ 56,552 $ 76,382 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | January 31, 2016 January 31, 2015 (in thousands) New equipment $ 323,393 $ 442,984 Used equipment 267,893 318,308 Parts and attachments 87,807 107,893 Work in process 10,371 10,255 $ 689,464 $ 879,440 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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 January 31, 2016 January 31, 2015 (in thousands) Rental fleet equipment $ 137,754 $ 148,198 Machinery and equipment 23,051 24,071 Vehicles 36,537 43,435 Furniture and fixtures 38,149 39,421 Land, buildings, and leasehold improvements 63,460 57,630 298,951 312,755 Less accumulated depreciation (115,772 ) (104,075 ) $ 183,179 $ 208,680 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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, 2016 and 2015 : January 31, 2016 January 31, 2015 Cost Accumulated Amortization Net Cost Accumulated Amortization Net (in thousands) (in thousands) Covenants not to compete $ 972 $ (720 ) $ 252 $ 2,078 $ (1,521 ) $ 557 Customer relationships — — — 1,188 (1,169 ) 19 $ 972 $ (720 ) $ 252 $ 3,266 $ (2,690 ) $ 576 |
Schedule of expected future amortization expense | Future amortization expense, as of January 31, 2016 , is expected to be as follows: Years ending January 31, Amount (in thousands) 2017 $ 132 2018 74 2019 27 2020 15 2021 4 $ 252 |
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, 2016 and 2015 are summarized as follows: Agriculture Construction International Total (in thousands) 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 Arising in completed business combinations — — — — Impairment — — — — Foreign currency translation adjustment — — — — Balance at January 31, 2016 $ 4,810 $ 72 $ — $ 4,882 |
Schedule of changes in the carrying amount of goodwill | Changes in the carrying amount of goodwill during the year ended January 31, 2015 are summarized as follows. There has been no goodwill activity during the year ended January 31, 2016 . Agriculture Construction International Total (in thousands) 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, 2016 | |
SENIOR CONVERTIBLE NOTES | |
Schedule of convertible notes | As of January 31, 2016 and 2015 , the Senior Convertible Notes consisted of the following: January 31, 2016 January 31, 2015 (in thousands, except conversion rate and conversion price) Principal value $ 150,000 $ 150,000 Unamortized debt discount (13,946 ) (17,650 ) Unamortized debt issuance costs (1,909 ) (2,461 ) Carrying value of senior convertible notes $ 134,145 $ 129,889 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: 2016 2015 2014 (in thousands) Cash Interest Expense Coupon interest expense $ 5,625 $ 5,625 $ 5,625 Noncash Interest Expense Amortization of debt discount 3,703 3,457 3,227 Amortization of transaction costs 552 538 524 $ 9,880 $ 9,620 $ 9,376 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) - Long-Term Debt (excluding senior convertible notes) | 12 Months Ended |
Jan. 31, 2016 | |
LONG-TERM DEBT | |
Summary of long-term debt | The following is a summary of long-term debt as of January 31, 2016 and 2015 : January 31, 2016 January 31, 2015 (in thousands) Sale-leaseback financing obligations and capital leases, interest rates primarily ranging from 3.4% to 12.6%,with various maturity dates through December 2030 $ 25,559 $ 13,313 Variable rate notes payable to GE Commercial Distribution Finance Corporation, interest rate of LIBOR + 3.24%, monthly installment payments including interest, various maturity dates through December 2018, secured by rental fleet equipment 11,767 14,489 Fixed rate notes payable to various finance companies, interest rates primarily ranging from 2.94% to 4.50%, due in monthly installments including interest and various maturity dates through February 2021, secured by fixed assets 2,640 5,577 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 Working Capital Line payable to Wells Fargo (see details in Note 6), net of unamortized debt issuance costs of $560 as of January 31, 2015 — 18,159 Other — 1,441 39,966 74,312 Less current maturities (1,557 ) (7,749 ) $ 38,409 $ 66,563 |
Schedule of long-term debt maturities | Long-term debt maturities are as follows: Sale-Leaseback Financing Obligations & Capital Leases Total Present Value of Minimum Lease Payments and Other Long-Term Debt Years Ending January 31, Minimum Lease Payments Interest Present Value of Minimum Lease Payments Other Long-Term Debt (in thousands) 2017 $ 3,120 $ 1,985 $ 1,135 $ 422 $ 1,557 2018 3,132 1,904 1,228 11,969 13,197 2019 3,077 1,816 1,261 157 1,418 2020 3,041 1,729 1,312 120 1,432 2021 3,041 1,716 1,325 76 1,401 Thereafter 28,504 9,206 19,298 1,663 20,961 $ 43,915 $ 18,356 $ 25,559 $ 14,407 $ 39,966 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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, 2016 and 2015 : Notional Amount as of: January 31, 2016 January 31, 2015 (in thousands) Net investment hedge: Foreign currency contracts $ — $ 14,223 Cash flow hedges: Interest rate swap 100,000 100,000 Foreign currency contracts — — Derivatives not designated as hedging instruments: Foreign currency contracts 13,148 30,030 |
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, 2016 and 2015 . Fair Value as of: January 31, 2016 January 31, 2015 Balance Sheet Location (in thousands) Asset Derivatives: Derivatives not designated as hedging instruments: Foreign currency contracts $ 125 $ — Prepaid expenses and other Total Asset Derivatives $ 125 $ — Liability Derivatives: Derivatives designated as hedging instruments: Net investment hedges: Foreign currency contracts $ — $ 19 Accrued expenses Cash flow hedges: Interest rate swap 2,836 3,233 Accrued expenses Derivatives not designated as hedging instruments: Foreign currency contracts — 17 Accrued expenses Total Liability Derivatives $ 2,836 $ 3,269 |
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, 2016 , 2015 and 2014 . All amounts included in income (loss) in the table below from derivatives designated as hedging instruments relate to reclassifications from accumulated other comprehensive income. 2016 2015 2014 OCI Income OCI Income OCI Income (in thousands) (in thousands) (in thousands) Derivatives Designated as Hedging Instruments: Net investment hedges: Foreign currency contracts $ 333 $ — $ 4,749 $ — $ 284 $ — Cash flow hedges: Interest rate swap (a) (1,309 ) (1,755 ) (2,595 ) (589 ) (1,227 ) — Foreign currency contracts (b) — (62 ) 73 (76 ) (211 ) — Derivatives Not Designated as Hedging Instruments: Foreign currency contracts (c) — 996 — 5,683 — (720 ) Total Derivatives $ (976 ) $ (821 ) $ 2,227 $ 5,018 $ (1,154 ) $ (720 ) |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | January 31, 2016 January 31, 2015 (in thousands) Compensation $ 13,985 $ 17,289 Sales, payroll, real estate and value added taxes 3,806 4,826 Interest 2,466 2,377 Insurance 1,395 1,607 Deferred revenue 1,247 3,022 Derivative liabilities 2,836 3,269 Other 3,179 3,106 $ 28,914 $ 35,496 |
OPERATING LEASE COMMITMENTS (Ta
OPERATING LEASE COMMITMENTS (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Leases [Abstract] | |
Schedule of minimum future lease payments | Approximate future minimum lease payment commitments are as follows: Years ending January 31, Amount (in thousands) 2017 $ 21,256 2018 19,887 2019 18,681 2020 15,492 2021 14,843 Thereafter 97,247 $ 187,406 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax | The components of income (loss) before income taxes for the years ended January 31, 2016 , 2015 and 2014 consist of the following: 2016 2015 2014 (in thousands) U.S. $ (53,211 ) $ (20,825 ) $ 25,713 Foreign (3,000 ) (17,515 ) (7,284 ) Total $ (56,211 ) $ (38,340 ) $ 18,429 |
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, 2016 , 2015 and 2014 consists of the following: 2016 2015 2014 (in thousands) Current Federal $ (9,193 ) $ 8,615 $ 13,086 State 147 1,245 2,029 Foreign 235 54 149 Total current taxes (8,811 ) 9,914 15,264 Deferred Federal (7,766 ) (13,372 ) (4,832 ) State (1,427 ) (1,504 ) (533 ) Foreign 22 39 426 Total deferred taxes (9,171 ) (14,837 ) (4,939 ) $ (17,982 ) $ (4,923 ) $ 10,325 |
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: 2016 2015 2014 U.S. statutory rate (35.0 )% (35.0 )% 35.0 % Foreign statutory rates 0.6 % 14.6 % 2.9 % State taxes on income net of federal tax benefit (4.1 )% (4.4 )% 4.5 % Valuation allowances 5.7 % 14.6 % 10.3 % Impairment of nondeductible goodwill from stock acquisitions — % 6.9 % — % Foreign currency devaluation (1.0 )% (11.6 )% — % All other, net 1.8 % 2.1 % 3.3 % (32.0 )% (12.8 )% 56.0 % |
Schedule of net deferred tax assets and liabilities | Net deferred tax assets and liabilities consist of the following components as of January 31, 2016 and 2015 : 2016 2015 (in thousands) Deferred tax assets: Inventory allowances $ 18,494 $ 11,568 Goodwill and other intangibles 6,998 7,995 Net operating losses 6,176 5,888 Accrued liabilities and other 3,670 4,980 Receivables 1,115 994 Hedging and derivatives 1,085 1,286 Stock-based compensation 863 1,125 Other 778 631 Total deferred tax assets 39,179 34,467 Valuation allowances (8,853 ) (7,545 ) Deferred tax assets, net of valuation allowances $ 30,326 $ 26,922 Deferred tax liabilities: Property and equipment $ (36,141 ) $ (40,177 ) Senior convertible notes (5,320 ) (6,716 ) Total deferred tax liabilities $ (41,461 ) $ (46,893 ) Net deferred tax liability $ (11,135 ) $ (19,971 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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, 2016 : 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, 2015 375 $ 11.74 $ 1,731 2.8 Granted — — Exercised (55 ) 4.77 Forfeited (31 ) 19.96 Outstanding at January 31, 2016 289 $ 12.19 $ 76 2.0 Exercisable at January 31, 2016 289 $ 12.19 $ 76 2.0 |
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, 2016 : Stock Options Outstanding and Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (in thousands) $ 4.00-8.50 179 1.7 $ 8.07 10.20-14.69 36 2.8 11.40 21.21-26.84 74 2.5 22.56 289 2.0 $ 12.19 |
Schedule of restricted stock award activity | The following table summarizes the activity for RSA's for the year ended January 31, 2016 : Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) (in thousands) Nonvested at January 31, 2015 382 $ 20.38 3.3 Granted 191 15.41 Forfeited (48 ) 19.40 Vested (123 ) 20.12 Nonvested at January 31, 2016 402 $ 18.21 3.4 |
Summary of restricted stock unit activity | The following table summarizes restricted stock unit ("RSU") activity for the year ended January 31, 2016 : Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) (in thousands) Nonvested at January 31, 2015 30 $ 18.12 2.2 Granted 32 15.47 Forfeited (1 ) 18.12 Vested — — Nonvested at January 31, 2016 61 $ 16.71 1.7 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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 (in thousands) Cash $ — $ 2 Receivables 147 270 Inventories 525 2,658 Property and equipment 156 2,119 Intangible assets — 182 Goodwill — 71 $ 828 $ 5,302 Customer deposits $ — $ 4 $ — $ 4 Cash consideration $ 584 $ 4,850 Non-cash consideration: liabilities incurred 244 448 Total consideration $ 828 $ 5,298 Goodwill related to the Construction operating segment $ — $ 71 Goodwill expected to be deductible for tax purposes $ — $ 71 |
FAIR VALUE OF FINANCIAL INSTR48
FAIR VALUE OF FINANCIAL INSTRUMENTS Tables (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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, 2016 and 2015 are as follows: January 31, 2016 January 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) (in thousands) Financial Assets Foreign currency contracts $ — $ 125 $ — $ 125 $ — $ — $ — $ — Total Financial Assets $ — $ 125 $ — $ 125 $ — $ — $ — $ — Financial Liabilities Interest rate swap $ — $ 2,836 $ — $ 2,836 $ — $ 3,233 $ — $ 3,233 Foreign currency contracts — — — — — 36 — 36 Total Financial Liabilities $ — $ 2,836 $ — $ 2,836 $ — $ 3,269 $ — $ 3,269 |
Fair Value of Senior Convertible Notes | The following table provides details on the Senior Convertible Notes as of January 31, 2016 and 2015 . 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, and unamortized debt issuance costs (see Note 7). Fair value of the Senior Convertible Notes was estimated based on Level 2 fair value inputs. January 31, 2016 January 31, 2015 Estimated Fair Value Carrying Value Face Value Estimated Fair Value Carrying Value Face Value (in thousands) (in thousands) Senior convertible notes $ 105,000 $ 134,145 $ 150,000 $ 111,000 $ 129,889 $ 150,000 |
STORE CLOSINGS AND REALIGNMEN49
STORE CLOSINGS AND REALIGNMENT COST (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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: 2016 2015 2014 Income Statement Classification (in thousands) Agriculture Segment Lease termination costs $ 283 $ 148 $ — Realignment Costs Employee severance costs 362 118 — Realignment Costs Impairment of fixed assets, net of gains on asset disposition 249 85 — Impairment of Intangibles and Long-Lived Assets Asset relocation and other closing costs 88 84 — Realignment Costs Inventory cost adjustments — 471 — Cost of Revenue - Equipment $ 982 $ 906 $ — Construction Segment Lease termination costs $ 372 $ 1,795 $ 282 Realignment Costs Employee severance costs 225 497 — Realignment Costs Impairment of fixed assets, net of gains on asset disposition 10 (60 ) — Impairment of Intangibles and Long-Lived Assets Asset relocation and other closing costs 38 379 — Realignment Costs $ 645 $ 2,611 $ 282 International Employee severance costs $ — $ 56 $ — Realignment Costs $ — $ 56 $ — Shared Resource Center Lease termination costs $ 37 $ — $ — Employee severance costs 187 300 — Realignment Costs Impairment of fixed assets, net of gains on asset disposition 110 — — Impairment of Intangibles and Long-Lived Assets $ 334 $ 300 $ — Total Lease termination costs $ 692 $ 1,943 $ 282 Realignment Costs Employee severance costs 774 971 — Realignment Costs Impairment of fixed assets, net of gains on asset disposition 369 25 — Impairment of Intangibles and Long-Lived Assets Asset relocation and other closing costs 126 463 — Realignment Costs Inventory cost adjustments — 471 — Cost of Revenue - Equipment $ 1,961 $ 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, 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 Exit costs incurred and charged to expense Lease termination costs 692 Employee severance costs 774 Exit costs paid Lease termination costs (1,738 ) Employee severance costs (774 ) Balance, January 31, 2016 $ 660 |
HELD FOR SALE (Tables)
HELD FOR SALE (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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: January 31, 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 OPERA51
SEGMENT INFORMATION AND OPERATING RESULTS (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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. Year Ended January 31, 2016 2015 2014 (in thousands) Revenue Agriculture $ 864,851 $ 1,346,457 $ 1,722,908 Construction 340,916 389,435 365,421 International 162,068 164,354 138,117 Total $ 1,367,835 $ 1,900,246 $ 2,226,446 Income (Loss) Before Income Taxes Agriculture $ (29,710 ) $ (11,434 ) $ 62,242 Construction (26,388 ) (11,941 ) (30,866 ) International (3,004 ) (17,109 ) (6,297 ) Segment income (loss) before income taxes (59,102 ) (40,484 ) 25,079 Shared Resources 2,891 2,144 (6,650 ) Total $ (56,211 ) $ (38,340 ) $ 18,429 Total Impairment Agriculture $ 3,975 $ 30,008 $ — Construction 2,752 266 7,961 International — 951 1,754 Segment impairment 6,727 31,225 9,715 Shared Resources 176 — — Total $ 6,903 $ 31,225 $ 9,715 Realignment Costs Agriculture $ 738 $ 350 $ — Construction 635 2,459 282 International — 56 — Segment impairment 1,373 2,865 282 Shared Resources 224 300 — Total $ 1,597 $ 3,165 $ 282 Year Ended January 31, 2016 2015 2014 (in thousands) Interest Income Agriculture $ 159 $ 214 $ 270 Construction 396 459 638 International 68 83 102 Segment interest income 623 756 1,010 Shared Resources 17 27 22 Total $ 640 $ 783 $ 1,032 Interest Expense Agriculture $ 15,596 $ 16,983 $ 16,052 Construction 12,575 12,110 10,751 International 4,159 8,002 4,562 Segment interest expense 32,330 37,095 31,365 Shared Resources 293 (2,304 ) (810 ) Total $ 32,623 $ 34,791 $ 30,555 Depreciation and Amortization Agriculture $ 7,760 $ 8,666 $ 8,196 Construction 15,965 17,647 18,064 International 1,255 1,710 1,110 Segment depreciation and amortization 24,980 28,023 27,370 Shared Resources 3,558 3,745 3,424 Total $ 28,538 $ 31,768 $ 30,794 Capital Expenditures Agriculture $ 2,861 $ 3,324 $ 4,634 Construction 1,492 4,779 2,752 International 657 1,726 4,015 Segment capital expenditures 5,010 9,829 11,401 Shared Resources 3,401 7,183 7,609 Total $ 8,411 $ 17,012 $ 19,010 January 31, 2016 January 31, 2015 Total Assets (in thousands) Agriculture $ 557,579 $ 734,894 Construction 294,891 393,573 International 109,706 152,557 Segment assets 962,176 1,281,024 Shared Resources 85,699 44,590 Total $ 1,047,875 $ 1,325,614 |
SELECTED QUARTERLY FINANCIAL 52
SELECTED QUARTERLY FINANCIAL DATA (Unaudited) (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | The following reflects selected quarterly financial information for fiscal years 2016 and 2015 . 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) 2016 First quarter $ 353,196 $ 60,435 $ (6,890 ) $ (6,304 ) $ (0.29 ) $ (0.29 ) Second quarter 334,190 62,069 170 6 — — Third quarter 344,975 67,141 3,483 3,456 0.16 0.16 Fourth quarter 335,474 16,269 (34,992 ) (35,050 ) (1.62 ) (1.62 ) 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 ) |
BUSINESS ACTIVITY AND SIGNIFI53
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Jan. 31, 2016 | |
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 SIGNIFI54
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Jan. 31, 2016 | |
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 SIGNIFI55
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Carrying Value of Long-Lived Assets Analyzed for Impairment | $ 17.2 | ||
Impairment Loss | $ 1 | ||
Agriculture | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Impairment Loss | 0.6 | ||
Construction | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Impairment Loss | 0.3 | $ 1.5 | |
International | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Impairment Loss | $ 0.1 | ||
Failed Step 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Carrying Value of Long-Lived Assets Analyzed for Impairment | 14.4 | ||
Passed Step 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Carrying Value of Long-Lived Assets Analyzed for Impairment | 2.8 | ||
Stores Remaining Open | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Impairment Loss | 6.5 | ||
Stores Remaining Open | Agriculture | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Impairment Loss | 3.7 | ||
Stores Remaining Open | Construction | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Impairment Loss | 2.8 | ||
Stores Closed | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Impairment Loss | 0.4 | ||
Stores Closed | Agriculture | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Impairment Loss | 0.3 | ||
Stores Closed | Shared Resource Center | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Impairment Loss | $ 0.1 |
BUSINESS ACTIVITY AND SIGNIFI56
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 4) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Denominator | |||||||||||
Basic Weighted-Average Common Shares Outstanding | 21,111 | 20,989 | 20,894 | ||||||||
Plus: Incremental Shares From Assumed Exercise of Stock Options | 146 | ||||||||||
Diluted Weighted-Average Common Shares Outstanding | 21,111 | 20,989 | 21,040 | ||||||||
Earnings (Loss) per share - basic (in dollars per share) | $ (1.62) | $ 0.16 | $ 0 | $ (0.29) | $ (1.28) | $ 0.12 | $ (0.03) | $ (0.31) | $ (1.76) | $ (1.51) | $ 0.42 |
Earnings (Loss) per share - diluted (in dollars per share) | (1.62) | $ 0.16 | $ 0 | $ (0.29) | $ (1.28) | $ 0.11 | $ (0.03) | $ (0.31) | $ (1.76) | $ (1.51) | $ 0.41 |
Stock Options | |||||||||||
Anti-dilutive securities | |||||||||||
Anti-Dilutive Shares Excluded From Diluted Weighted-Average Common Shares Outstanding | 174 | 221 | 99 | ||||||||
Convertible Notes | |||||||||||
Anti-dilutive securities | |||||||||||
Anti-Dilutive Shares Excluded From Diluted Weighted-Average Common Shares Outstanding | 3,474 | 3,474 | 3,474 | ||||||||
Conversion price (per share of common stock) | $ 43.17 | $ 43.17 |
BUSINESS ACTIVITY AND SIGNIFI57
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Lessor Accounting | |||
Property and equipment, net | $ 298,951 | $ 312,755 | |
Accumulated depreciation | $ 115,772 | 104,075 | |
Rental fleet equipment | |||
Lessor Accounting | |||
Maximum lease period | 1 year | ||
Rental revenue | $ 61,400 | 73,700 | $ 68,600 |
Property and equipment, net | 137,800 | 148,200 | |
Accumulated depreciation | $ 47,300 | $ 40,200 |
BUSINESS ACTIVITY AND SIGNIFI58
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 6) $ in Millions | 12 Months Ended | ||
Jan. 31, 2016USD ($)segment | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($) | |
Advertising Costs | |||
Advertising Expense | $ | $ 3.3 | $ 5.5 | $ 5.9 |
Segment Reporting | |||
Number of Reportable Segments | segment | 3 |
BUSINESS ACTIVITY AND SIGNIFI59
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 7) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Comprehensive Income and Foreign Currency Matters | ||
Net foreign currency transaction gain (loss) | $ (3.8) | $ (12.3) |
Devaluation of Ukrainian hryvnia | ||
Comprehensive Income and Foreign Currency Matters | ||
Net foreign currency transaction gain (loss) | (2.5) | (5.8) |
Intercompany loans to foreign subsidiaries | ||
Comprehensive Income and Foreign Currency Matters | ||
Net foreign currency transaction gain (loss) | $ (1.1) | $ (6.1) |
BUSINESS ACTIVITY AND SIGNIFI60
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 8) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle | ||
Unamortized Debt Issuance Expense | $ 560 | |
Deferred income taxes | $ 11,135 | 19,971 |
Senior Convertible Notes | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Unamortized Debt Issuance Expense | 1,909 | $ 2,461 |
Adjustments for New Accounting Pronouncement | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Unamortized Debt Issuance Expense | 5,100 | |
Deferred income taxes | 19,000 | |
Adjustments for New Accounting Pronouncement | Floorplan notes payable for credit facility | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Unamortized Debt Issuance Expense | 2,100 | |
Adjustments for New Accounting Pronouncement | Senior Convertible Notes | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Unamortized Debt Issuance Expense | 2,500 | |
Adjustments for New Accounting Pronouncement | Other Debt Obligations | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Unamortized Debt Issuance Expense | $ 500 |
RECEIVABLES (Details)
RECEIVABLES (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Receivables | ||
Trade accounts receivable | $ 60,096 | $ 80,495 |
Other receivables | 47 | 105 |
Receivables, gross | 60,143 | 80,600 |
Less allowance for doubtful accounts | (3,591) | (4,218) |
Receivables, net | 56,552 | 76,382 |
Due from customers | ||
Receivables | ||
Trade accounts receivable | 29,204 | 46,526 |
Due from finance companies | ||
Receivables | ||
Trade accounts receivable | 19,250 | 15,489 |
Due from manufacturers | ||
Receivables | ||
Trade accounts receivable | $ 11,642 | $ 18,480 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Inventory Disclosure [Abstract] | ||
New equipment | $ 323,393 | $ 442,984 |
Used equipment | 267,893 | 318,308 |
Parts and attachments | 87,807 | 107,893 |
Work in process | 10,371 | 10,255 |
Inventories | 689,464 | $ 879,440 |
Segment Reporting Information | ||
Inventory Adjustments | 27,500 | |
Agriculture | ||
Segment Reporting Information | ||
Inventory Adjustments | 11,400 | |
Construction | ||
Segment Reporting Information | ||
Inventory Adjustments | 15,900 | |
International | ||
Segment Reporting Information | ||
Inventory Adjustments | $ 200 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $ 298,951 | $ 312,755 | |
Less accumulated depreciation | (115,772) | (104,075) | |
Property and equipment, net | 183,179 | 208,680 | |
Capital Leased Assets, Gross | 25,400 | 14,200 | |
Capital Leases, Accumulated Depreciation | (2,200) | (1,500) | |
Depreciation expense | 28,200 | 31,200 | $ 30,000 |
Rental fleet equipment | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 137,754 | 148,198 | |
Machinery and equipment | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 23,051 | 24,071 | |
Vehicles | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 36,537 | 43,435 | |
Furniture and fixtures | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 38,149 | 39,421 | |
Land, buildings, and leasehold improvements | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $ 63,460 | $ 57,630 |
INTANGIBLE ASSETS AND GOODWIL64
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
INTANGIBLE ASSETS | |||
Cost | $ 972 | $ 3,266 | |
Accumulated Amortization | (720) | (2,690) | |
Net | 252 | 576 | |
Amortization expense | 300 | 600 | $ 800 |
Indefinite lived intangible assets | |||
Indefinite-lived intangible assets | 4,882 | 4,882 | $ 10,465 |
Covenants not to compete | |||
INTANGIBLE ASSETS | |||
Cost | 972 | 2,078 | |
Accumulated Amortization | (720) | (1,521) | |
Net | 252 | 557 | |
Customer relationships | |||
INTANGIBLE ASSETS | |||
Cost | 0 | 1,188 | |
Accumulated Amortization | 0 | (1,169) | |
Net | $ 0 | $ 19 |
INTANGIBLE ASSETS AND GOODWIL65
INTANGIBLE ASSETS AND GOODWILL (Details 2) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Future amortization expense | ||
2,017 | $ 132 | |
2,018 | 74 | |
2,019 | 27 | |
2,020 | 15 | |
2,021 | 4 | |
Net | $ 252 | $ 576 |
INTANGIBLE ASSETS AND GOODWIL66
INTANGIBLE ASSETS AND GOODWILL INDEFINITE LIVED INTANGIBLE (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Changes in carrying amount of goodwill | |||
Balance at the beginning of the period | $ 0 | $ 24,751 | |
Arising in completed business combinations | 0 | ||
Impairment | $ 0 | (24,739) | $ (6,261) |
Foreign currency translation adjustment | (12) | ||
Balance at the end of the period | 0 | 24,751 | |
Fair value determination period | 5 years | ||
Goodwill, Impaired, Accumulated Impairment Loss | $ 31,000 | 31,000 | 6,300 |
Agriculture | |||
Changes in carrying amount of goodwill | |||
Balance at the beginning of the period | 0 | 24,642 | |
Arising in completed business combinations | 0 | ||
Impairment | (24,642) | ||
Foreign currency translation adjustment | 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 | 0 | |
Arising in completed business combinations | 0 | ||
Impairment | 0 | ||
Foreign currency translation adjustment | 0 | ||
Balance at the end of the period | 0 | 0 | |
International | |||
Changes in carrying amount of goodwill | |||
Balance at the beginning of the period | $ 0 | 109 | |
Arising in completed business combinations | 0 | ||
Impairment | (97) | ||
Foreign currency translation adjustment | (12) | ||
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 GOODWIL67
INTANGIBLE ASSETS AND GOODWILL (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, net of accumulated amortization | $ 4,882 | $ 10,465 | |
Arising in completed business combinations | 0 | 0 | |
Impairment | 0 | (5,498) | $ (2,000) |
Foreign currency translation adjustment | 0 | (85) | |
Intangible assets, net of accumulated amortization | 4,882 | 4,882 | 10,465 |
Agriculture | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, net of accumulated amortization | 4,810 | 9,584 | |
Arising in completed business combinations | 0 | 0 | |
Impairment | 0 | (4,774) | |
Foreign currency translation adjustment | 0 | 0 | |
Intangible assets, net of accumulated amortization | 4,810 | 4,810 | 9,584 |
Construction | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, net of accumulated amortization | 72 | 72 | |
Arising in completed business combinations | 0 | 0 | |
Impairment | 0 | 0 | |
Foreign currency translation adjustment | 0 | 0 | |
Intangible assets, net of accumulated amortization | 72 | 72 | 72 |
International | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, net of accumulated amortization | 0 | 809 | |
Arising in completed business combinations | 0 | 0 | |
Impairment | 0 | (724) | |
Foreign currency translation adjustment | 0 | (85) | |
Intangible assets, net of accumulated amortization | $ 0 | 0 | $ 809 |
Certain Distribution Rights | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Indefinite-lived intangibles, fair value | $ 0 |
FLOORPLAN PAYABLE_LINES OF CR68
FLOORPLAN PAYABLE/LINES OF CREDIT (Details) | Apr. 01, 2016USD ($) | Jan. 31, 2016USD ($) | Jan. 31, 2015USD ($) |
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Line of Credit Facility, Number of Significant Lines of Credit | 3 | ||
Floorplan payable | $ 444,780,000 | $ 625,162,000 | |
Inventory Adjustments | 27,500,000 | ||
Net foreign currency transaction gain (loss) | (3,800,000) | (12,300,000) | |
Devaluation of Ukrainian hryvnia | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Net foreign currency transaction gain (loss) | $ (2,500,000) | (5,800,000) | |
Wells Fargo Bank National Association | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Minimum Fixed Charge Coverage Ratio Covenant | 1.10 | ||
Line of Credit Facility, Covenant Compliance, Fixed Charge Coverage Ratio, Threshold Percentage | 15.00% | ||
Write off of Deferred Debt Issuance Cost | $ 1,600,000 | ||
Wells Fargo Bank National Association | Federal Funds Effective Swap Rate | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Margin over variable rate basis (as a percent) | 0.50% | ||
Wells Fargo Bank National Association | One Month LIBOR | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Margin over variable rate basis (as a percent) | 1.00% | ||
Wells Fargo Bank National Association | Minimum | Base Rate | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Margin over variable rate basis (as a percent) | 0.75% | ||
Wells Fargo Bank National Association | Maximum | Base Rate | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Margin over variable rate basis (as a percent) | 1.50% | ||
CNH Capital America LLC | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Minimum Fixed Charge Coverage Ratio Covenant | 1.25 | ||
Maximum Level of Adjusted Debt to Tangible Net Worth Covenant | 3 | ||
DLL Finance | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Minimum Fixed Charge Coverage Ratio Covenant | 1.25 | ||
Maximum Leverage Ratio Covenant | 2.5 | ||
Credit facility | Wells Fargo Bank National Association | Minimum | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Non-usage fee on average monthly unused amount (as a percent) | 0.25% | ||
Credit facility | Wells Fargo Bank National Association | Minimum | LIBOR | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Margin over variable rate basis (as a percent) | 1.75% | ||
Credit facility | Wells Fargo Bank National Association | Maximum | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Non-usage fee on average monthly unused amount (as a percent) | 0.375% | ||
Credit facility | Wells Fargo Bank National Association | Maximum | LIBOR | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Margin over variable rate basis (as a percent) | 2.50% | ||
Floorplan lines of credit | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Maximum borrowing capacity | $ 1,000,000,000 | ||
Floorplan payable | 420,700,000 | $ 594,100,000 | |
Floorplan lines of credit | Subsequent Event | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Maximum borrowing capacity | $ 950,400,000 | ||
Floorplan lines of credit | Wells Fargo Bank National Association | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Maximum borrowing capacity | 275,000,000 | ||
Floorplan lines of credit | CNH Capital America LLC | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Maximum borrowing capacity | $ 450,000,000 | ||
Margin over variable rate basis (as a percent) | 4.00% | ||
Basis of variable interest rate | prime | ||
Floorplan lines of credit | DLL Finance | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Maximum borrowing capacity | $ 172,000,000 | ||
Basis of variable interest rate | one-month LIBOR | ||
Notice period for increasing, decreasing or termination of credit facility | 90 days | ||
Floorplan lines of credit | DLL Finance | Minimum | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Margin over variable rate basis (as a percent) | 4.86% | ||
Floorplan lines of credit | DLL Finance | Maximum | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Margin over variable rate basis (as a percent) | 5.36% | ||
Amended floorplan line of credit | DLL Finance | Subsequent Event | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Maximum borrowing capacity | $ 110,000,000 | ||
Amended floorplan line of credit | DLL Finance | Subsequent Event | Each of the quarters ended April 30, 2016, July 31, 2016 and October 31, 2016 | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Minimum Fixed Charge Coverage Ratio Covenant | 1.10 | ||
Amended floorplan line of credit | DLL Finance | Subsequent Event | The period ended January 31, 2017 and each fiscal quarter ended thereafter | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Minimum Fixed Charge Coverage Ratio Covenant | 1.25 | ||
Amended floorplan line of credit | DLL Finance | Minimum | Subsequent Event | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Margin over variable rate basis (as a percent) | 4.94% | ||
Amended floorplan line of credit | DLL Finance | Maximum | Subsequent Event | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Margin over variable rate basis (as a percent) | 5.44% | ||
Working capital line of credit | Wells Fargo Bank National Association | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Maximum borrowing capacity | $ 75,000,000 | ||
UNITED STATES | Floorplan notes payable for credit facility | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Interest rate, Minimum (as a percent) | 2.67% | ||
Interest rate, Maximum (as a percent) | 5.28% | ||
Non-US | Floorplan lines of credit | |||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | |||
Maximum borrowing capacity | $ 115,400,000 | ||
Interest rate, Minimum (as a percent) | 1.90% | ||
Interest rate, Maximum (as a percent) | 12.00% |
SENIOR CONVERTIBLE NOTES (Detai
SENIOR CONVERTIBLE NOTES (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended |
Apr. 30, 2012 | Jan. 31, 2016 | |
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 | |
Conversion price (per share of common stock) | $ 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 (Det70
SENIOR CONVERTIBLE NOTES (Details 2) $ / shares in Units, $ in Thousands | Apr. 01, 2016USD ($) | Jan. 31, 2016USD ($)$ / shares | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($) |
SENIOR CONVERTIBLE NOTES | ||||
Principal value | $ 150,000 | $ 150,000 | ||
Unamortized Debt Issuance Expense | (560) | |||
Coupon interest expense | 14,289 | 14,314 | $ 13,791 | |
Interest expense | 32,623 | 34,791 | 30,555 | |
Convertible Notes | ||||
SENIOR CONVERTIBLE NOTES | ||||
Principal value | 150,000 | 150,000 | ||
Unamortized debt discount | (13,946) | (17,650) | ||
Unamortized Debt Issuance Expense | (1,909) | (2,461) | ||
Carrying value of senior convertible notes | 134,145 | 129,889 | ||
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) | $ / shares | $ 43.17 | |||
Period over which unamortized debt discount will be amortized | 3 years 3 months | |||
Coupon interest expense | $ 5,625 | 5,625 | 5,625 | |
Amortization of debt discount | 3,703 | 3,457 | 3,227 | |
Amortization of transaction costs | 552 | 538 | 524 | |
Interest expense | $ 9,880 | $ 9,620 | $ 9,376 | |
Interest rate (in percentage) | 7.00% | 7.00% | 7.00% | |
Subsequent Event | Convertible Notes | ||||
SENIOR CONVERTIBLE NOTES | ||||
Senior Convertible Notes repurchased, face value | $ 30,100 | |||
Senior Convertible Notes repurchased, carrying value | 27,100 | |||
Cash paid to repurchase Senior Convertible Notes | 25,000 | |||
Gain on repurchase of Senior Convertible Notes | $ 2,000 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
LONG-TERM DEBT | ||
Long term debt | $ 39,966 | $ 74,312 |
Less current maturities | (1,557) | (7,749) |
Long term debt noncurrent | $ 38,409 | 66,563 |
Unamortized Debt Issuance Expense | (560) | |
Sale-leaseback financing obligations and capital leases | ||
LONG-TERM DEBT | ||
Interest rate, Minimum (as a percent) | 3.40% | |
Interest rate, Maximum (as a percent) | 12.60% | |
Long term debt | $ 25,559 | 13,313 |
Fixed rate notes payable, mature due February 2016 | ||
LONG-TERM DEBT | ||
Interest rate, Minimum (as a percent) | 3.96% | |
Long term debt | $ 0 | 21,333 |
Fixed rate notes payable, mature through November 2019 | ||
LONG-TERM DEBT | ||
Interest rate, Minimum (as a percent) | 2.94% | |
Interest rate, Maximum (as a percent) | 4.50% | |
Long term debt | $ 2,640 | 5,577 |
Working Capital Line Payable | ||
LONG-TERM DEBT | ||
Long term debt | 0 | 18,159 |
Variable rate notes payable | ||
LONG-TERM DEBT | ||
Long term debt | $ 11,767 | 14,489 |
Variable rate base | LIBOR | |
Interest rate margin (as a percent) | 3.24% | |
Other | ||
LONG-TERM DEBT | ||
Long term debt | $ 0 | $ 1,441 |
LONG-TERM DEBT (Details 2)
LONG-TERM DEBT (Details 2) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Minimum Lease Payments | ||
2,017 | $ 3,120 | |
2,018 | 3,132 | |
2,019 | 3,077 | |
2,020 | 3,041 | |
2,021 | 3,041 | |
Thereafter | 28,504 | |
Total | 43,915 | |
Interest | ||
2,017 | 1,985 | |
2,018 | 1,904 | |
2,019 | 1,816 | |
2,020 | 1,729 | |
2,021 | 1,716 | |
Thereafter | 9,206 | |
Total | 18,356 | |
Present Value of Minimum Lease Payments | ||
2,017 | 1,135 | |
2,018 | 1,228 | |
2,019 | 1,261 | |
2,020 | 1,312 | |
2,021 | 1,325 | |
Thereafter | 19,298 | |
Total | 25,559 | |
Other Long-Term Debt | ||
2,017 | 422 | |
2,018 | 11,969 | |
2,019 | 157 | |
2,020 | 120 | |
2,021 | 76 | |
Thereafter | 1,663 | |
Total | 14,407 | |
Total Present Value of Minimum Lease Payments and Other Long-Term Debt | ||
2,017 | 1,557 | |
2,018 | 13,197 | |
2,019 | 1,418 | |
2,020 | 1,432 | |
2,021 | 1,401 | |
Thereafter | 20,961 | |
Long term debt | $ 39,966 | $ 74,312 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Oct. 09, 2013 | |
Derivative Asset, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative asset | $ 125,000 | $ 0 | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative liability | 2,836,000 | 3,269,000 | ||
Foreign currency forward contracts | ||||
Gains and Losses Recognized on Derivative Instruments: | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | (976,000) | 2,227,000 | $ (1,154,000) | |
Amount of Gain (Loss) Recognized in Income | (821,000) | 5,018,000 | (720,000) | |
Foreign currency forward contracts | Net Investment Hedges | Forward-starting contract | ||||
DERIVATIVE INSTRUMENTS | ||||
Notional amount outstanding | 0 | 14,223,000 | ||
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 | 0 | |||
Foreign currency forward contracts | Cash Flow Hedging | Forward-starting contract | ||||
DERIVATIVE INSTRUMENTS | ||||
Notional amount outstanding | 0 | 0 | ||
Foreign currency forward contracts | Designated as Hedging Instrument | Net Investment Hedges | ||||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative liability | 0 | 19,000 | ||
Gains and Losses Recognized on Derivative Instruments: | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | 333,000 | 4,749,000 | 284,000 | |
Amount of Gain (Loss) Recognized in Income | 0 | 0 | 0 | |
Foreign currency forward contracts | Designated as Hedging Instrument | Cash Flow Hedging | ||||
Gains and Losses Recognized on Derivative Instruments: | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | 0 | 73,000 | (211,000) | |
Amount of Gain (Loss) Recognized in Income | (62,000) | (76,000) | 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 | 125,000 | 0 | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||||
Fair value of derivative liability | 0 | 17,000 | ||
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 | 996,000 | 5,683,000 | (720,000) | |
Foreign currency forward contracts | Not designated as hedging instruments | Cash Flow Hedging | Forward-starting contract | ||||
DERIVATIVE INSTRUMENTS | ||||
Notional amount outstanding | 13,148,000 | 30,030,000 | ||
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 | (2,800,000) | |||
Gains and Losses Recognized on Derivative Instruments: | ||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | (1,400,000) | |||
Interest Rate Swap | Cash Flow Hedging | Forward-starting contract | ||||
DERIVATIVE INSTRUMENTS | ||||
Notional amount outstanding | 100,000,000 | 100,000,000 | ||
Derivative, Fixed Interest Rate | 1.901% | |||
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 | 2,836,000 | 3,233,000 | ||
Gains and Losses Recognized on Derivative Instruments: | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | (1,309,000) | (2,595,000) | (1,227,000) | |
Amount of Gain (Loss) Recognized in Income | $ (1,755,000) | $ (589,000) | $ 0 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Payables and Accruals [Abstract] | ||
Compensation | $ 13,985 | $ 17,289 |
Sales, payroll, real estate and value added taxes | 3,806 | 4,826 |
Interest | 2,466 | 2,377 |
Insurance | 1,395 | 1,607 |
Deferred revenue | 1,247 | 3,022 |
Derivative liabilities | 2,836 | 3,269 |
Other | 3,179 | 3,106 |
Total accrued expenses | $ 28,914 | $ 35,496 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Jan. 31, 2016 | Jan. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] | ||
Guarantees on customer financing | $ 3 | $ 4.6 |
OPERATING LEASE COMMITMENTS (De
OPERATING LEASE COMMITMENTS (Details) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016USD ($)unit | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($) | |
Operating Leased Assets | |||
Rent and lease expense | $ 22,900 | $ 23,000 | $ 22,100 |
Minimum future lease payments | |||
2,017 | 21,256 | ||
2,018 | 19,887 | ||
2,019 | 18,681 | ||
2,020 | 15,492 | ||
2,021 | 14,843 | ||
Thereafter | 97,247 | ||
Total | $ 187,406 | ||
Maximum | |||
Minimum future lease payments | |||
Lease term | 15 years | ||
Building | |||
Operating Leased Assets | |||
Number of buildings leased | unit | 124 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Related Party Transactions [Abstract] | |||
Amount of Transactions | $ 0.5 | $ 1.9 | $ 3.9 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
INCOME (LOSS) BEFORE INCOME TAXES - US | $ (53,211) | $ (20,825) | $ 25,713 |
INCOME (LOSS) BEFORE INCOME TAXES - FOREIGN | (3,000) | (17,515) | (7,284) |
Income (Loss) Before Income Taxes | (56,211) | (38,340) | 18,429 |
Current payable (receivable) | |||
Federal | (9,193) | 8,615 | 13,086 |
State | 147 | 1,245 | 2,029 |
Foreign | 235 | 54 | 149 |
Current Income Tax Expense (Benefit) | (8,811) | 9,914 | 15,264 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | (7,766) | (13,372) | (4,832) |
State | (1,427) | (1,504) | (533) |
Foreign | 22 | 39 | 426 |
Deferred income taxes | (9,171) | (14,837) | (4,939) |
Total | $ (17,982) | $ (4,923) | $ 10,325 |
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) | 0.60% | 14.60% | 2.90% |
State taxes on income net of federal tax benefit (as a percent) | (4.10%) | (4.40%) | 4.50% |
Valuation allowances (as a percent) | 5.70% | 14.60% | 10.30% |
Impairment of nondeductible goodwill from stock acquisitons (as a percent) | 0.00% | 6.90% | 0.00% |
Foreign currency devaluation (as a percent) | (1.00%) | (11.60%) | 0.00% |
All other, net (as a percent) | 1.80% | 2.10% | 3.30% |
Effective tax rate (as a percent) | (32.00%) | (12.80%) | 56.00% |
Current deferred tax assets: | |||
Inventory allowances | $ 18,494 | $ 11,568 | |
Goodwill and other intangibles | 6,998 | 7,995 | |
Net operating losses | 6,176 | 5,888 | |
Accrued liabilities and other | 3,670 | 4,980 | |
Receivables | 1,115 | 994 | |
Hedging and derivatives | 1,085 | 1,286 | |
Stock-based compensation | 863 | 1,125 | |
Other | 778 | 631 | |
Total deferred tax assets | 39,179 | 34,467 | |
Valuation allowances | (8,853) | (7,545) | |
Deferred tax assets, net of valuation allowances | 30,326 | 26,922 | |
Non-current deferred tax assets (liabilities): | |||
Property and equipment | (36,141) | (40,177) | |
Senior convertible notes | (5,320) | (6,716) | |
Total deferred tax liabilities | (41,461) | (46,893) | |
Net deferred tax liability | $ (11,135) | $ (19,971) |
INCOME TAXES INCOME TAXES (Deta
INCOME TAXES INCOME TAXES (Details 2) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Operating Loss Carryforwards [Line Items] | ||
Undistributed earnings in non-U.S. subsidiaries | $ 1,500 | |
Additional U.S. income taxes to be paid on repatriation of undistributed earnings | 600 | |
Valuation Allowances | 8,853 | $ 7,545 |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 50,600 | |
Valuation Allowances | 6,500 | $ 7,500 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation Allowances | $ 2,400 |
CAPITAL STRUCTURE (Details)
CAPITAL STRUCTURE (Details) - $ / shares | Jan. 31, 2016 | Jan. 31, 2015 | Jun. 01, 2012 |
Stockholders' Equity Note [Abstract] | |||
Shares authorized for issuance | 50,000,000 | ||
Par value of shares authorized (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, authorized shares | 45,000,000 | 45,000,000 | 45,000,000 |
Undesignated shares authorized | 5,000,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
STOCK-BASED COMPENSATION | |||
Number of shares authorized | 1,650,000 | ||
Number of shares available for future awards | 1,227,000 | ||
Stock options | |||
Number of Options | |||
Balance at the beginning of the period (in shares) | 375,000 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | (55,000) | ||
Forfeited (in shares) | (31,000) | ||
Balance at the end of the period (in shares) | 289,000 | 375,000 | |
Exercisable at the end of the period (in shares) | 289,000 | ||
Weighted Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | $ 11.74 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 4.77 | ||
Forfeited (in dollars per share) | 19.96 | ||
Balance at the end of the period (in dollars per share) | 12.19 | $ 11.74 | |
Exercisable at the end of the period (in dollars per share) | $ 12.19 | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period (in dollars) | $ 76 | $ 1,731 | |
Exercisable at the end of the period (in dollars) | $ 76 | ||
Weighted Average Remaining Contractual Life | |||
Outstanding at the end of the period | 2 years | 2 years 9 months | |
Exercisable at the end of the period | 2 years | ||
Additional disclosures | |||
Aggregate intrinsic value of stock options exercised | $ 300 | $ 100 | |
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 | $ 2,100 | 2,100 |
Income tax benefit (net) | $ 800 | $ 800 | $ 700 |
STOCK-BASED COMPENSATION (Det82
STOCK-BASED COMPENSATION (Details 2) shares in Thousands | 12 Months Ended |
Jan. 31, 2016$ / sharesshares | |
Stock options outstanding and exercisable by exercise price range | |
Options Outstanding at the end of the period (in shares) | shares | 289 |
Options Outstanding - Weighted Average Remaining Contractual Life | 2 years |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 12.19 |
Options Exercisable at the end of the period (in shares) | shares | 289 |
Options Exercisable - Weighted Average Remaining Contractual Life | 2 years |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 12.19 |
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) | shares | 74 |
Options Outstanding - Weighted Average Remaining Contractual Life | 2 years 6 months |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 22.56 |
Options Exercisable at the end of the period (in shares) | shares | 74 |
Options Exercisable - Weighted Average Remaining Contractual Life | 2 years 6 months |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 22.56 |
Range of Exercise Prices $ 4.00 - 8.50 | |
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) | $ 8.50 |
Options Outstanding at the end of the period (in shares) | shares | 179 |
Options Outstanding - Weighted Average Remaining Contractual Life | 1 year 8 months |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 8.07 |
Options Exercisable at the end of the period (in shares) | shares | 179 |
Options Exercisable - Weighted Average Remaining Contractual Life | 1 year 8 months |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 8.07 |
Range of Exercise Prices $ 10.20 - 14.69 | |
Stock options outstanding and exercisable by exercise price range | |
Exercise price, low end of range (in dollars per share) | 10.20 |
Exercise price, high end of range (in dollars per share) | $ 14.69 |
Options Outstanding at the end of the period (in shares) | shares | 36 |
Options Outstanding - Weighted Average Remaining Contractual Life | 2 years 10 months |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 11.40 |
Options Exercisable at the end of the period (in shares) | shares | 36 |
Options Exercisable - Weighted Average Remaining Contractual Life | 2 years 10 months |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 11.40 |
STOCK-BASED COMPENSATION (Det83
STOCK-BASED COMPENSATION (Details 3) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Restricted Stock Awards | |||
Shares | |||
Balance at the beginning of the period (in shares) | 382 | ||
Granted (in shares) | 191 | ||
Forfeited (in shares) | (48) | ||
Vested (in shares) | (123) | ||
Balance at the end of the period (in shares) | 402 | 382 | |
Weighted Average Grant Date Fair Value | |||
Balance at the beginning of the period (in dollars per share) | $ 20.38 | ||
Granted (in dollars per share) | 15.41 | $ 17.90 | $ 20.92 |
Forfeited (in dollars per share) | 19.40 | ||
Vested (in dollars per share) | 20.12 | ||
Balance at the end of the period (in dollars per share) | $ 18.21 | $ 20.38 | |
Weighted Average Remaining Contractual Term | |||
Nonvested | 3 years 5 months | 3 years 4 months | |
Additional disclosure | |||
Fair value of restricted stock vested | $ 1.7 | $ 1.5 | $ 1.5 |
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) | 30 | ||
Granted (in shares) | 32 | ||
Forfeited (in shares) | (1) | ||
Vested (in shares) | 0 | ||
Balance at the end of the period (in shares) | 61 | 30 | |
Weighted Average Grant Date Fair Value | |||
Balance at the beginning of the period (in dollars per share) | $ 18.12 | ||
Granted (in dollars per share) | 15.47 | $ 18.12 | |
Forfeited (in dollars per share) | 18.12 | ||
Vested (in dollars per share) | 0 | ||
Balance at the end of the period (in dollars per share) | $ 16.71 | $ 18.12 | |
Weighted Average Remaining Contractual Term | |||
Nonvested | 1 year 8 months | 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) $ in Millions | 12 Months Ended | ||
Jan. 31, 2016USD ($)yr | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($) | |
401(k) profit sharing plan | |||
Minimum age of employees considered as an eligibility criteria for the employee benefit plan | yr | 19 | ||
Employer matching contribution as a percentage of employee's contribution | 50.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6.00% | ||
Contributions to the plan | $ | $ 0.2 | $ 3.5 | $ 4 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) $ in Thousands | Aug. 29, 2014USD ($)store | Mar. 01, 2013USD ($)store | Feb. 16, 2013USD ($)store | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($) |
Purchase price allocation | |||||
Goodwill | $ 0 | $ 24,751 | |||
Agriculture | |||||
Purchase price allocation | |||||
Goodwill | 0 | 24,642 | |||
Construction | |||||
Purchase price allocation | |||||
Goodwill | 0 | 0 | |||
International | |||||
Purchase price allocation | |||||
Goodwill | 0 | 109 | |||
Midland Equipment, Inc. | |||||
BUSINESS COMBINATIONS | |||||
Total consideration transferred | $ 800 | ||||
Number of stores acquired | store | 1 | ||||
Purchase price allocation | |||||
Total consideration | $ 800 | ||||
Tucson Tractor Company | |||||
BUSINESS COMBINATIONS | |||||
Total consideration transferred | $ 4,100 | ||||
Number of stores acquired | store | 1 | ||||
Purchase price allocation | |||||
Total consideration | $ 4,100 | ||||
Colorado division of Adobe Truck & Equipment, LLC | |||||
BUSINESS COMBINATIONS | |||||
Total consideration transferred | $ 1,200 | ||||
Number of stores acquired | store | 1 | ||||
Purchase price allocation | |||||
Total consideration | $ 1,200 | ||||
Fiscal 2015 Acquisitions | |||||
BUSINESS COMBINATIONS | |||||
Total consideration transferred | 828 | ||||
Purchase price allocation | |||||
Cash | 0 | ||||
Receivables | 147 | ||||
Inventories | 525 | ||||
Property and equipment | 156 | ||||
Intangible assets | 0 | ||||
Goodwill | 0 | ||||
Total assets acquired | 828 | ||||
Customer deposits | 0 | ||||
Total liabilities acquired | 0 | ||||
Cash consideration | 584 | ||||
Non-cash consideration: liabilities incurred | 244 | ||||
Total consideration | 828 | ||||
Goodwill expected to be deductible for tax purposes | 0 | ||||
Fiscal 2015 Acquisitions | Construction | |||||
Purchase price allocation | |||||
Goodwill | $ 0 | ||||
Fiscal 2014 Acquisitions | |||||
BUSINESS COMBINATIONS | |||||
Total consideration transferred | 5,298 | ||||
Purchase price allocation | |||||
Cash | 2 | ||||
Receivables | 270 | ||||
Inventories | 2,658 | ||||
Property and equipment | 2,119 | ||||
Intangible assets | 182 | ||||
Goodwill | 71 | ||||
Total assets acquired | 5,302 | ||||
Customer deposits | 4 | ||||
Total liabilities acquired | 4 | ||||
Cash consideration | 4,850 | ||||
Non-cash consideration: liabilities incurred | 448 | ||||
Total consideration | 5,298 | ||||
Goodwill expected to be deductible for tax purposes | 71 | ||||
Fiscal 2014 Acquisitions | Construction | |||||
Purchase price allocation | |||||
Goodwill | $ 71 |
FAIR VALUE OF FINANCIAL INSTR86
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
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 | 105,000 | 111,000 |
Carrying value | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Senior convertible notes | $ 134,145 | $ 129,889 |
FAIR VALUE OF FINANCIAL INSTR87
FAIR VALUE OF FINANCIAL INSTRUMENTS ASSETS AND LIABILITIES MEASURED ON A RECURRING BASIS (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Financial Assets | $ 125 | $ 0 |
Financial Liabilities | 2,836 | 3,269 |
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 | 125 | 0 |
Financial Liabilities | 2,836 | 3,269 |
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 | 2,836 | 3,233 |
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 | 2,836 | 3,233 |
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 | 125 | 0 |
Financial Liabilities | 0 | 36 |
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 | 125 | 0 |
Financial Liabilities | 0 | 36 |
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 INSTR88
FAIR VALUE OF FINANCIAL INSTRUMENTS ASSETS AND LIABILITIES MEASURED ON A NONRECURRING BASIS (Details 2) - USD ($) $ in Millions | Jan. 31, 2016 | Jan. 31, 2015 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value of other long-lived assets | $ 5.6 | $ 0.8 |
STORE CLOSINGS AND REALIGNMEN89
STORE CLOSINGS AND REALIGNMENT COST (Details) $ in Thousands | Mar. 05, 2015store | Apr. 30, 2014store | Jan. 31, 2016store | Jan. 31, 2016USD ($) | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($)store |
Realignment Costs | ||||||
Headcount Reduction, percent | 14.00% | |||||
Amount of Realignment Cost Incurred | $ 1,961 | $ 3,873 | $ 282 | |||
Construction | ||||||
Realignment Costs | ||||||
Headcount Reduction, percent | 12.00% | |||||
Number of stores closed (in ones) | store | 1 | 7 | 1 | |||
Amount of Realignment Cost Incurred | 645 | 2,611 | $ 282 | |||
Agriculture | ||||||
Realignment Costs | ||||||
Number of stores closed (in ones) | store | 3 | 1 | 1 | |||
Amount of Realignment Cost Incurred | 982 | 906 | 0 | |||
International | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 0 | 56 | 0 | |||
Shared Resource Center | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 334 | 300 | 0 | |||
Lease termination costs | Realignment Cost | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 692 | 1,943 | 282 | |||
Lease termination costs | Realignment Cost | Construction | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 372 | 1,795 | 282 | |||
Lease termination costs | Realignment Cost | Agriculture | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 283 | 148 | 0 | |||
Lease termination costs | Realignment Cost | Shared Resource Center | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 37 | 0 | 0 | |||
Employee severance costs | Realignment Cost | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 774 | 971 | 0 | |||
Employee severance costs | Realignment Cost | Construction | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 225 | 497 | 0 | |||
Employee severance costs | Realignment Cost | Agriculture | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 362 | 118 | 0 | |||
Employee severance costs | Realignment Cost | International | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 0 | 56 | 0 | |||
Employee severance costs | Realignment Cost | Shared Resource Center | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 187 | 300 | 0 | |||
Impairment of fixed assets, net of gains on asset disposition | Impairment | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 369 | 25 | 0 | |||
Impairment of fixed assets, net of gains on asset disposition | Impairment | Construction | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 10 | (60) | 0 | |||
Impairment of fixed assets, net of gains on asset disposition | Impairment | Agriculture | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 249 | 85 | 0 | |||
Impairment of fixed assets, net of gains on asset disposition | Impairment | Shared Resource Center | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 110 | 0 | 0 | |||
Asset relocation and other closing costs | Realignment Cost | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 126 | 463 | 0 | |||
Asset relocation and other closing costs | Realignment Cost | Construction | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 38 | 379 | 0 | |||
Asset relocation and other closing costs | Realignment Cost | Agriculture | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 88 | 84 | 0 | |||
Inventory cost adjustments | Equipment Cost of Sales | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 0 | 471 | 0 | |||
Inventory cost adjustments | Equipment Cost of Sales | Agriculture | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | $ 0 | 471 | $ 0 | |||
Realignment Announced March 2015 [Member] | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 100 | |||||
Realignment Announced April 2104 [Member] | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | $ 3,800 |
STORE CLOSINGS AND REALIGNMEN90
STORE CLOSINGS AND REALIGNMENT COST (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Realignment Reserve [Roll Forward] | |||
Balance, Beginning of Year | $ 1,706 | $ 548 | |
Realignment Costs | 1,597 | 3,165 | $ 282 |
Balance, End of Year | 660 | 1,706 | $ 548 |
Lease termination costs | |||
Realignment Reserve [Roll Forward] | |||
Realignment Costs | 692 | 1,943 | |
Exit costs paid | (1,738) | (679) | |
Adjustments | (106) | ||
Employee severance costs | |||
Realignment Reserve [Roll Forward] | |||
Realignment Costs | 774 | 971 | |
Exit costs paid | $ (774) | $ (971) |
HELD FOR SALE (Details)
HELD FOR SALE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2016 | |
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 | |
Property and equipment: | ||
Assets held for sale | 15,312 | $ 0 |
Liabilities Held for Sale [Abstract] | ||
Liabilities held for sale | 2,835 | $ 0 |
Held-for-sale | ||
Assets Held for Sale [Abstract] | ||
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 | |
Assets held for sale | 15,312 | |
Liabilities Held for Sale [Abstract] | ||
Accounts payable | 151 | |
Floorplan payable | 1,771 | |
Customer deposits | 913 | |
Liabilities held for sale | 2,835 | |
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 |
SEGMENT INFORMATION AND OPERA92
SEGMENT INFORMATION AND OPERATING RESULTS (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016USD ($) | Oct. 31, 2015USD ($) | Jul. 31, 2015USD ($) | Apr. 30, 2015USD ($) | Jan. 31, 2015USD ($) | Oct. 31, 2014USD ($) | Jul. 31, 2014USD ($) | Apr. 30, 2014USD ($) | Jan. 31, 2016USD ($)segment | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($) | |
Revenue and long-lived assets | |||||||||||
Number of Reportable Segments | segment | 3 | ||||||||||
Revenue | $ 335,474 | $ 344,975 | $ 334,190 | $ 353,196 | $ 490,652 | $ 493,141 | $ 450,990 | $ 465,463 | $ 1,367,835 | $ 1,900,246 | $ 2,226,446 |
Outside of the United States | |||||||||||
Revenue and long-lived assets | |||||||||||
Revenue | 162,100 | 164,400 | $ 138,100 | ||||||||
European subsidiaries | |||||||||||
Revenue and long-lived assets | |||||||||||
Long-lived assets | $ 4,400 | $ 6,100 | $ 4,400 | $ 6,100 |
SEGMENT INFORMATION AND OPERA93
SEGMENT INFORMATION AND OPERATING RESULTS (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Segment Reporting Information | |||||||||||
Revenue | $ 335,474 | $ 344,975 | $ 334,190 | $ 353,196 | $ 490,652 | $ 493,141 | $ 450,990 | $ 465,463 | $ 1,367,835 | $ 1,900,246 | $ 2,226,446 |
Income (Loss) Before Income Taxes | (56,211) | (38,340) | 18,429 | ||||||||
Impairment of goodwill, intangible assets and long-lived assets | 6,700 | 31,200 | 6,903 | 31,225 | 9,715 | ||||||
Realignment Costs | 1,597 | 3,165 | 282 | ||||||||
Interest Income | 640 | 783 | 1,032 | ||||||||
Interest expense | 32,623 | 34,791 | 30,555 | ||||||||
Depreciation and Amortization | 28,538 | 31,768 | 30,794 | ||||||||
Capital Expenditures | 8,411 | 17,012 | 19,010 | ||||||||
Total Assets | 1,047,875 | 1,325,614 | 1,047,875 | 1,325,614 | |||||||
Agriculture | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 864,851 | 1,346,457 | 1,722,908 | ||||||||
Income (Loss) Before Income Taxes | (29,710) | (11,434) | 62,242 | ||||||||
Impairment of goodwill, intangible assets and long-lived assets | 3,975 | 30,008 | 0 | ||||||||
Realignment Costs | 738 | 350 | 0 | ||||||||
Interest Income | 159 | 214 | 270 | ||||||||
Interest expense | 15,596 | 16,983 | 16,052 | ||||||||
Depreciation and Amortization | 7,760 | 8,666 | 8,196 | ||||||||
Capital Expenditures | 2,861 | 3,324 | 4,634 | ||||||||
Total Assets | 557,579 | 734,894 | 557,579 | 734,894 | |||||||
Construction | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 340,916 | 389,435 | 365,421 | ||||||||
Income (Loss) Before Income Taxes | (26,388) | (11,941) | (30,866) | ||||||||
Impairment of goodwill, intangible assets and long-lived assets | 2,752 | 266 | 7,961 | ||||||||
Realignment Costs | 635 | 2,459 | 282 | ||||||||
Interest Income | 396 | 459 | 638 | ||||||||
Interest expense | 12,575 | 12,110 | 10,751 | ||||||||
Depreciation and Amortization | 15,965 | 17,647 | 18,064 | ||||||||
Capital Expenditures | 1,492 | 4,779 | 2,752 | ||||||||
Total Assets | 294,891 | 393,573 | 294,891 | 393,573 | |||||||
Shared Resources | |||||||||||
Segment Reporting Information | |||||||||||
Income (Loss) Before Income Taxes | 2,891 | 2,144 | (6,650) | ||||||||
Impairment of goodwill, intangible assets and long-lived assets | 176 | 0 | 0 | ||||||||
Realignment Costs | 224 | 300 | 0 | ||||||||
Interest Income | 17 | 27 | 22 | ||||||||
Interest expense | 293 | (2,304) | (810) | ||||||||
Depreciation and Amortization | 3,558 | 3,745 | 3,424 | ||||||||
Capital Expenditures | 3,401 | 7,183 | 7,609 | ||||||||
Total Assets | 85,699 | 44,590 | 85,699 | 44,590 | |||||||
International | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 162,068 | 164,354 | 138,117 | ||||||||
Income (Loss) Before Income Taxes | (3,004) | (17,109) | (6,297) | ||||||||
Impairment of goodwill, intangible assets and long-lived assets | 0 | 951 | 1,754 | ||||||||
Realignment Costs | 0 | 56 | 0 | ||||||||
Interest Income | 68 | 83 | 102 | ||||||||
Interest expense | 4,159 | 8,002 | 4,562 | ||||||||
Depreciation and Amortization | 1,255 | 1,710 | 1,110 | ||||||||
Capital Expenditures | 657 | 1,726 | 4,015 | ||||||||
Total Assets | 109,706 | 152,557 | 109,706 | 152,557 | |||||||
Operating Segments | |||||||||||
Segment Reporting Information | |||||||||||
Income (Loss) Before Income Taxes | (59,102) | (40,484) | 25,079 | ||||||||
Impairment of goodwill, intangible assets and long-lived assets | 6,727 | 31,225 | 9,715 | ||||||||
Realignment Costs | 1,373 | 2,865 | 282 | ||||||||
Interest Income | 623 | 756 | 1,010 | ||||||||
Interest expense | 32,330 | 37,095 | 31,365 | ||||||||
Depreciation and Amortization | 24,980 | 28,023 | 27,370 | ||||||||
Capital Expenditures | 5,010 | 9,829 | $ 11,401 | ||||||||
Total Assets | $ 962,176 | $ 1,281,024 | $ 962,176 | $ 1,281,024 |
SELECTED QUARTERLY FINANCIAL 94
SELECTED QUARTERLY FINANCIAL DATA (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 335,474 | $ 344,975 | $ 334,190 | $ 353,196 | $ 490,652 | $ 493,141 | $ 450,990 | $ 465,463 | $ 1,367,835 | $ 1,900,246 | $ 2,226,446 |
Gross Profit | 16,269 | 67,141 | 62,069 | 60,435 | 68,101 | 84,691 | 79,653 | 75,939 | 205,914 | 308,384 | 348,074 |
Net Income (Loss) Including Noncontrolling Interest | (34,992) | 3,483 | 170 | (6,890) | (28,062) | 2,313 | (775) | (6,893) | (38,229) | (33,417) | 8,104 |
Net Income (Loss) Attributable to Titan Machinery Inc. | $ (35,050) | $ 3,456 | $ 6 | $ (6,304) | $ (27,464) | $ 2,470 | $ (614) | $ (6,549) | $ (37,892) | $ (32,157) | $ 8,851 |
Earnings (Loss) per share - basic (in dollars per share) | $ (1.62) | $ 0.16 | $ 0 | $ (0.29) | $ (1.28) | $ 0.12 | $ (0.03) | $ (0.31) | $ (1.76) | $ (1.51) | $ 0.42 |
Earnings (Loss) per Share-Diluted (in dollars per share) | $ (1.62) | $ 0.16 | $ 0 | $ (0.29) | $ (1.28) | $ 0.11 | $ (0.03) | $ (0.31) | $ (1.76) | $ (1.51) | $ 0.41 |
Inventory Adjustments | $ 27,500 | $ 27,500 | |||||||||
Impairment | $ 6,700 | $ 31,200 | 6,903 | $ 31,225 | $ 9,715 | ||||||
Valuation Allowance Recognized | $ 2,400 | $ 5,600 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Floorplan lines of credit - USD ($) $ in Millions | Apr. 01, 2016 | Jan. 31, 2016 |
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 1,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 950.4 |
Schedule II-Valuation and Qua96
Schedule II-Valuation and Qualifying Accounts and Reserves (Details) - Valuation reserve deduction from receivables - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Changes in valuation and qualifying accounts and reserves | |||
Beginning Balance | $ 4,218 | $ 3,663 | $ 2,337 |
Additions Charged to Expenses | 3,896 | 5,938 | 4,804 |
Deductions for Write-offs, Net of Recoveries | (4,591) | (5,452) | (3,478) |
Foreign Currency Translation Adjustment | 68 | 69 | 0 |
Ending Balance | $ 3,591 | $ 4,218 | $ 3,663 |