Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2018 | Aug. 31, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Titan Machinery Inc. | |
Entity Central Index Key | 1,409,171 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 22,218,146 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 31, 2018 | Jan. 31, 2018 |
Current Assets | ||
Cash | $ 49,673 | $ 53,396 |
Receivables, net of allowance for doubtful accounts | 78,411 | 60,672 |
Inventories | 547,062 | 472,467 |
Prepaid expenses and other | 11,149 | 12,611 |
Total current assets | 686,295 | 599,146 |
Noncurrent Assets | ||
Intangible assets, net of accumulated amortization | 5,361 | 5,193 |
Property and equipment, net of accumulated depreciation | 143,575 | 151,047 |
Deferred Tax Assets, Net, Noncurrent | 2,785 | 3,472 |
Other | 1,433 | 1,450 |
Total noncurrent assets | 153,154 | 161,162 |
Total Assets | 839,449 | 760,308 |
Current Liabilities | ||
Accounts payable | 18,721 | 15,136 |
Floorplan payable | 365,634 | 247,392 |
Convertible Debt, Current | 44,444 | 0 |
Current maturities of long-term debt | 1,974 | 1,574 |
Deferred revenue | 22,731 | 32,324 |
Accrued expenses and other | 26,811 | 31,863 |
Total current liabilities | 480,315 | 328,289 |
Long-Term Liabilities | ||
Senior convertible notes | 0 | 62,819 |
Long-term debt, less current maturities | 22,419 | 34,578 |
Deferred income taxes | 2,492 | 2,275 |
Other long-term liabilities | 8,268 | 10,492 |
Total long-term liabilities | 33,179 | 110,164 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock, par value $.00001 per share, 45,000 shares authorized; 22,218 shares issued and outstanding at July 31, 2018; 22,102 shares issued and outstanding at January 31, 2018 | 0 | 0 |
Additional paid-in-capital | 247,149 | 246,509 |
Retained earnings | 80,613 | 77,046 |
Accumulated other comprehensive loss | (1,807) | (1,700) |
Total stockholders' equity | 325,955 | 321,855 |
Total Liabilities and Stockholders' Equity | $ 839,449 | $ 760,308 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2018 | Jan. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value, in dollars per share | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 22,218,000 | 22,102,000 |
Common stock, shares outstanding | 22,218,000 | 22,102,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | |
Revenue | ||||
Equipment | $ 192,721 | $ 167,881 | $ 349,625 | $ 335,796 |
Parts | 59,998 | 55,580 | 111,533 | 112,163 |
Service | 31,271 | 30,509 | 58,627 | 59,275 |
Rental and other | 15,901 | 14,901 | 25,784 | 25,755 |
Total Revenue | 299,891 | 268,871 | 545,569 | 532,989 |
Cost of Revenue | ||||
Equipment | 174,472 | 154,729 | 316,239 | 310,246 |
Parts | 42,544 | 39,103 | 79,202 | 79,460 |
Service | 11,432 | 11,444 | 22,634 | 22,238 |
Rental and other | 12,542 | 10,788 | 21,035 | 19,319 |
Total Cost of Revenue | 240,990 | 216,064 | 439,110 | 431,263 |
Gross Profit | 58,901 | 52,807 | 106,459 | 101,726 |
Operating Expenses | 47,633 | 50,523 | 94,360 | 102,510 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | 156 | 0 | 156 | 0 |
Restructuring Costs | 565 | 5,549 | 565 | 7,893 |
Income (Loss) from Operations | 10,547 | (3,265) | 11,378 | (8,677) |
Other Income (Expense) | ||||
Interest income and other income | 1,462 | 682 | 1,846 | 1,460 |
Floorplan interest expense | (1,727) | (2,163) | (3,077) | (4,819) |
Other interest expense | (2,490) | (2,464) | (4,520) | (4,584) |
Income (Loss) Before Income Taxes | 7,792 | (7,210) | 5,627 | (16,620) |
Provision for (Benefit from) Income Taxes | 2,612 | (2,024) | 2,061 | (5,502) |
Net Income (Loss) | 5,180 | (5,186) | 3,566 | (11,118) |
Net Income Allocated to Participating Securities - Note 1 | 80 | 0 | 57 | 0 |
Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders | $ 5,100 | $ (5,186) | $ 3,509 | $ (11,118) |
Earnings (Loss) per Share: | ||||
Earnings (Loss) per Share - Basic, in dollars per share | $ 0.23 | $ (0.24) | $ 0.16 | $ (0.51) |
Earnings (Loss) per Share - Diluted, in dollars per share | $ 0.23 | $ (0.24) | $ 0.16 | $ (0.51) |
Weighted Average Common Shares: | 21,826 | 21,546 | 21,781 | 21,461 |
Basic | 21,831 | 21,546 | 21,788 | 21,461 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | |
Net Income (Loss) | $ 5,180 | $ (5,186) | $ 3,566 | $ (11,118) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustments | (1,408) | 930 | (107) | 1,391 |
Other comprehensive income (loss) | (1,408) | 1,034 | (107) | 2,012 |
Comprehensive Income (Loss) | 3,772 | (4,152) | 3,459 | (9,106) |
Interest Rate Swap | ||||
Other Comprehensive Income (Loss) | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 0 | 0 | 0 | 29 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | $ 0 | $ 104 | $ 0 | $ 592 |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - Cash Flow Hedges - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | |
Tax expense (benefit) on unrealized gain (loss) on cash flow hedge derivative instruments | $ 0 | $ 0 | $ 0 | $ 19 |
Tax expense (benefit) on reclassification of gain (loss) on foreign currency contract cash flow hedge derivative instruments | $ 0 | $ 68 | $ 0 | $ 394 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Operating Activities | ||
Net income (loss) | $ 3,566 | $ (11,118) |
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities | ||
Depreciation and amortization | 11,447 | 12,268 |
Impairment | 156 | 0 |
Deferred income taxes | 891 | (4,927) |
Stock-based compensation expense | 1,249 | 1,732 |
Noncash interest expense | 1,430 | 2,139 |
Loss (gain) on repurchase of senior convertible notes | 615 | (40) |
Other, net | 837 | (1,865) |
Changes in assets and liabilities | ||
Receivables, prepaid expenses and other assets | (16,117) | (2,340) |
Inventories | (73,915) | (31,981) |
Manufacturer floorplan payable | 69,225 | 107,833 |
Accounts payable, customer deposits, accrued expenses and other and other long-term liabilities | (13,277) | (4,562) |
Income taxes | (194) | (262) |
Net Cash Provided by (Used for) Operating Activities | (14,087) | 66,877 |
Investing Activities | ||
Rental fleet purchases | (3,145) | (10,222) |
Property and equipment purchases (excluding rental fleet) | (2,609) | (7,472) |
Proceeds from sale of property and equipment | 614 | 2,253 |
Other, net | (169) | 78 |
Net Cash Used for Investing Activities | (5,309) | (15,363) |
Financing Activities | ||
Net change in non-manufacturer floorplan payable | 50,422 | (38,030) |
Repurchase of Senior Convertible Notes | (20,025) | (19,340) |
Proceeds from long-term debt borrowings | 0 | 33,000 |
Principal payments on long-term debt | (14,062) | (22,722) |
Other, net | (618) | (482) |
Net Cash Provided by (Used for) Financing Activities | 15,717 | (47,574) |
Effect of Exchange Rate Changes on Cash | (44) | 435 |
Net Change in Cash | (3,723) | 4,375 |
Cash at Beginning of Period | 53,396 | 53,151 |
Cash at End of Period | 49,673 | 57,526 |
Cash paid during the period | ||
Income taxes, net of refunds | 1,145 | 3 |
Interest | 5,442 | 7,240 |
Supplemental Disclosures of Noncash Investing and Financing Activities | ||
Net property and equipment financed with long-term debt, capital leases, accounts payable and accrued expenses and other | 2,310 | 1,262 |
Net transfer of assets from property and equipment to inventories | $ 2,715 | $ 1,905 |
BUSINESS ACTIVITY AND SIGNIFICA
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES | BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. The quarterly operating results for Titan Machinery Inc. (the “Company”) are subject to fluctuation due to varying weather patterns, which may impact the timing and amount of equipment purchases, rentals, and after-sales parts and service purchases by the Company’s Agriculture, Construction and International customers. Therefore, operating results for the six -month period ended July 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2019 . The information contained in the consolidated balance sheet as of January 31, 2018 was derived from the audited consolidated financial statements for the Company for the fiscal year then ended. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2018 as filed with the SEC. Nature of Business The Company is engaged in the retail sale, service and rental of agricultural and construction machinery through its stores in the United States and Europe. The Company’s North American stores are located in Arizona, Colorado, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, South Dakota, Wisconsin and Wyoming, and its European stores are located in Bulgaria, Romania, Serbia and Ukraine. Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, particularly related to realization of inventory, impairment of long-lived assets, collectability of receivables, and income taxes. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material accounts, transactions and profits between the consolidated companies have been eliminated in consolidation. Reclassifications Certain reclassifications of amounts previously reported have been made to the accompanying consolidated statements of cash flows to maintain consistency and comparability between periods presented. These reclassifications had no impact on previously reported cash flows from operating, investing or financing activities. Earnings (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 was computed by dividing net income (loss) attributable to Titan Machinery Inc. after allocation of net income to participating securities by the weighted-average number of shares of common stock outstanding during the relevant period. In the event of a net loss, no amount of the loss is allocated to the participating securities as they do not share in the losses of the Company. Diluted EPS was computed by dividing net income (loss) attributable to Titan Machinery Inc. after allocation of net income 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 basic and diluted EPS: Three Months Ended July 31, Six Months Ended July 31, 2018 2017 2018 2017 (in thousands, except per share data) Numerator: Net income (loss) $ 5,180 $ (5,186 ) $ 3,566 $ (11,118 ) Income allocated to participating securities (80 ) — (57 ) — Net income (loss) attributable to Titan Machinery Inc. common stockholders $ 5,100 $ (5,186 ) $ 3,509 $ (11,118 ) Denominator: Basic weighted-average common shares outstanding 21,826 21,546 21,781 21,461 Plus: incremental shares from assumed exercises of stock options and vesting of restricted stock units 5 — 7 — Diluted weighted-average common shares outstanding 21,831 21,546 21,788 21,461 Earnings (Loss) Per Share: Basic $ 0.23 $ (0.24 ) $ 0.16 $ (0.51 ) Diluted $ 0.23 $ (0.24 ) $ 0.16 $ (0.51 ) Anti-dilutive shares excluded from diluted weighted-average common shares outstanding: Stock options and restricted stock units 53 133 53 143 Shares underlying senior convertible notes 1,057 1,748 1,057 1,748 Recent Accounting Guidance Accounting guidance adopted In May 2014, the FASB issued authoritative guidance on accounting for revenue recognition, codified in Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. 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 adopted ASC 606 as of February 1, 2018 using the modified retrospective method of adoption. Results for reporting periods beginning after February 1, 2018 are presented under the guidelines of ASC 606, while prior period amounts have not been adjusted and continue to be reported under the accounting standards in effect for those periods. Upon adoption of ASC 606, the Company did not recognize a cumulative effect adjustment of initially applying the standard as no material adjustments to contracts not completed as of the date of adoption were identified. The adoption of ASC 606 did not materially impact the amount of revenue recognized or any other financial statement line item as of and for the three and six months ended July 31, 2018 . The Company has included the additional disclosures required under ASC 606 in Notes 2, 3 and 7. Accounting guidance not yet adopted 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. In July 2018, the FASB issued additional authoritative guidance providing companies with a new prospective transition method to apply the provisions of this guidance. The Company will elect this transition method applying the new lease standard on a prospective basis at the adoption date and recognize any cumulative-effect adjustments to the opening balance of retained earnings in the period of adoption. Prior period amounts will not be adjusted and will continue to be reported under the accounting standards in effect for those periods. The Company will adopt the new standard on February 1, 2019, and expects to elect the package of practical expedients afforded under the guidance. The practical expedient package applies to leases that commenced prior to adoption of the new standard and permits an entity not to: 1) reassess whether existing or expired contracts are or contain a lease, 2) reassess the lease classification, and 3) reassess any initial direct costs for any existing leases. We continue to evaluate if we will elect the use of hindsight to determine the lease term. Our implementation efforts to date have consisted of identifying the Company's lease population, selecting a lease software to implement that will assist with the reporting and disclosure requirements under the standard and abstracting and validating our lease information. While we continue to evaluate this standard, we anticipate this standard will have a material impact on our consolidated balance sheets due to the capitalization of a right-of-use asset and lease liability associated with our current operating leases in which we are the lessee, but we do not believe it will have a material impact on our consolidated statements of operations or cash flows. Our rental fleet and equipment inventory rental activities in which we are the lessor in the transaction are also subject to ASC 842. While our evaluation of the impact of this standard on our rental transactions is ongoing, we do not believe the standard will have a material impact on our consolidated balance sheets, statements of operations or cash flows for such transactions. In August 2017, the FASB amended authoritative guidance on hedge accounting, codified in ASC 815, Derivatives and Hedging. The amendments better align the accounting rules with a company's risk management activities, better reflects economic results of hedging in financial statements, and simplifies hedge accounting treatment. The guidance is effective for the Company as of the first quarter of its fiscal year ending January 31, 2020. The Company does not believe the update will have a material impact on its consolidated financial statements. |
REVENUE (Notes)
REVENUE (Notes) | 6 Months Ended |
Jul. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition, Policy [Policy Text Block] | REVENUE Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to collect in exchange for those goods or services. Sales, value added and other taxes collected from our customers concurrent with our revenue activities are excluded from revenue. The following tables presents our revenue disaggregated by revenue source and segment: Three Months Ended July 31, 2018 Agriculture Construction International Total (in thousands) Equipment $ 94,231 $ 42,168 $ 56,322 $ 192,721 Parts 35,796 14,482 9,720 59,998 Service 20,486 9,699 1,086 31,271 Other 1,463 216 74 1,753 Revenue from contracts with customers 151,976 66,565 67,202 285,743 Rental 837 12,680 631 14,148 Total revenues $ 152,813 $ 79,245 $ 67,833 $ 299,891 Six Months Ended July 31, 2018 Agriculture Construction International Total (in thousands) Equipment $ 185,229 $ 74,454 $ 89,942 $ 349,625 Parts 67,979 27,676 15,878 111,533 Service 38,697 18,165 1,765 58,627 Other 2,716 389 108 3,213 Revenue from contracts with customers 294,621 120,684 107,693 522,998 Rental 1,063 20,652 856 22,571 Total revenues $ 295,684 $ 141,336 $ 108,549 $ 545,569 Equipment Revenue Equipment revenue transactions include the sale of new and used agricultural and construction equipment. The Company satisfies its performance obligations and recognizes revenue at a point in time, primarily upon the delivery of the product. Once a product is delivered, the customer has physical possession of the asset, can direct the use of the asset, and has the significant risks and rewards of ownership of the asset. Equipment transactions often include both cash and noncash consideration. Cash consideration is paid directly by our customers or by third-party financial institutions financing our customer transactions. Noncash consideration is in the form of trade-in equipment assets. We assign a value to trade-in assets by estimating a future selling price, which we estimate based on relevant internal and third-party data, less a gross profit amount to be realized at the time the trade-in asset is sold and an estimate of any reconditioning work required to ready the asset for sale. Both cash and noncash consideration can be received prior to or after our performance obligation is satisfied. Any consideration received prior to the satisfaction of our performance obligation is recognized as deferred revenue. Receivables recognized for amounts not paid at the time our performance obligation is satisfied, including amounts due from third-party financial institutions, generally do not have established payment terms but are collected in relatively short time periods. For certain equipment sale transactions, the Company provides a residual value guarantee to CNH Industrial Capital in connection with a customer leasing arrangement in which we sell the equipment to CNH Industrial Capital, who simultaneously executes a leasing arrangement with our end-user customer. The amount of revenue recognized for the sale of the equipment asset is reduced by, and we recognize a corresponding liability equal to, our estimate of the amount that is probable of being paid under the guarantee discounted at a rate of interest to reflect the risk inherent in the liability. Also included in equipment revenue are net commissions earned for serving as the agent in facilitating sales of equipment assets we hold as consignee on behalf of the consignor, as well as net commissions earned for facilitating the sale of extended warranty protection plans provided by our suppliers or third-party insurance providers. We have elected, as a practical expedient, to recognize sales commissions earned on the sale of equipment inventory as an expense when incurred because the amortization period of this cost if it was otherwise capitalized would be less than one year. These costs are recorded in operating expenses in our consolidated statements of operations. Parts Revenue We sell a broad range of maintenance and replacement parts for both equipment that we sell and other types of equipment. The Company satisfies its performance obligation and recognizes revenue at a point in time, upon delivery of the product to the customer. Once a product is delivered, the Company has a present right to payment, the customer has physical possession of the asset, can direct the use of the asset, and has the significant risks and rewards of ownership of the asset. In many cases, customers tender payment at the time of delivery. Balances not paid at the time of delivery are typically due in full within 30 days. Most parts are sold with a thirty-day right of return or exchange. Historically, parts returns have not been material. Parts revenue also includes the retail value of parts inventories consumed during the course of customer repair and maintenance services and services provided under manufacturer warranties. As further described below, we recognize revenue from these activities over time. Service Revenue We provide repair and maintenance services, including repairs performed under manufacturer warranties, for our customer’s equipment. We recognize service and associated parts revenue of our repair and maintenance services over time as we transfer control of these goods and services over time. The Company recognizes revenue over time in the amount to which we have the right to invoice the customer as such an amount corresponds to the value of our performance completed to date. Generally, the Company has the right to invoice the customer for labor hours incurred and parts inventories consumed during the performance of the service arrangement. Customer invoicing most often occurs at the conclusion of our repair and maintenance services. Accordingly, we recognize unbilled receivables for the amount of unbilled labor hours incurred and parts inventories consumed under our repair and maintenance arrangements. Upon customer invoicing, unbilled receivables are reclassified to receivables. In many cases, customers tender payment at the completion of our work and the creation of the invoice. Balances not paid at the time of invoicing are typically due in full within 30 days. Other Revenue Other revenues primarily consist of fees charged in connection with short-haul equipment delivery and pick-up services, in which revenue is recognized at a point in time when the service is completed, and Global Positioning System ("GPS") signal subscriptions, in which revenue is recognized on a straight-line basis over the subscription period. Rental Revenue We rent equipment to our customers on a short-term basis for periods ranging from a few days to a few months. Rental revenue is recognized on a straight-line basis over the period of the related rental agreement. Revenue from rental equipment delivery and pick-up services is recognized when the service is performed. Unbilled Receivables and Deferred Revenue Unbilled receivables amounted to $14.5 million and $11.0 million as of July 31, 2018 and January 31, 2018 . The increase in unbilled receivables is primarily the result of a seasonal increase in the volume of our service transactions in which we recognize revenue as our work is performed and prior to customer invoicing. Deferred revenue from contracts with customers amounted to $21.1 million and $30.1 million as of July 31, 2018 and January 31, 2018 . Our deferred revenue most often increases in the fourth quarter of each fiscal year due to a higher level of customer down payments or prepayments and longer time periods between customer payment and delivery of the equipment asset, and the related recognition of equipment revenue, prior to its seasonal use. During the three and six months ended July 31, 2018 , the Company recognized $9.8 million and $27.0 million of revenue that was included in the deferred revenue balance as of January 31, 2018 . No material amount of revenue was recognized during the three or six months ended July 31, 2018 from performance obligations satisfied in previous periods. The Company has elected as a practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of service of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. The contracts for which the practical expedient has been applied include (i) equipment revenue transactions, which do not have a stated contractual term, but are short-term in nature, and (ii) service revenue transactions, which also do not have a stated contractual term but are generally completed within 30 days and for such contracts we recognize revenue over time at the amount to which we have the right to invoice for services completed to date. |
RECEIVABLES (Notes)
RECEIVABLES (Notes) | 6 Months Ended |
Jul. 31, 2018 | |
Receivables [Abstract] | |
Receivables, Policy [Policy Text Block] | RECEIVABLES July 31, 2018 January 31, 2018 (in thousands) Trade and unbilled receivables from contracts with customers Trade receivables due from customers $ 35,071 $ 25,396 Trade receivables due from finance companies 13,682 8,901 Unbilled receivables 14,492 10,967 Trade and unbilled receivables from rental contracts Trade receivables 7,978 7,571 Unbilled receivables 1,458 847 Other receivables Due from manufacturers 8,404 8,805 Other 472 1,136 Total receivables 81,557 63,623 Less allowance for doubtful accounts (3,146 ) (2,951 ) Receivables, net of allowance for doubtful accounts $ 78,411 $ 60,672 The Company recognized impairment losses on receivables arising from contracts with customers for the three and six months ended July 31, 2018 of $0.2 million and $0.3 million . Impairment losses on receivables arising from other contracts amounted to $0.1 million and $0.2 million for the three and six months ended July 31, 2018 . |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jul. 31, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES July 31, 2018 January 31, 2018 (in thousands) New equipment $ 346,145 $ 258,559 Used equipment 127,644 141,450 Parts and attachments 71,373 71,110 Work in process 1,900 1,348 $ 547,062 $ 472,467 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Jul. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT July 31, 2018 January 31, 2018 (in thousands) Rental fleet equipment $ 119,065 $ 123,430 Machinery and equipment 22,123 22,025 Vehicles 39,296 37,741 Furniture and fixtures 39,911 39,851 Land, buildings, and leasehold improvements 62,985 62,243 283,380 285,290 Less accumulated depreciation (139,805 ) (134,243 ) $ 143,575 $ 151,047 During the three months ended July 31, 2018, the Company determined that the current period operating loss combined with historical losses and anticipated future operating losses of a specific store location was an indication that the long-lived assets of this store may not be recoverable. In light of these circumstances, the Company performed step one of the impairment analysis for this long-lived asset group, which has a combined carrying value of $0.4 million. Step one of the impairment analysis indicated that the carrying value of this long-lived asset group was not recoverable. Accordingly, the Company performed step two of the impairment analysis and estimated the fair value of these assets primarily using estimated selling prices of similar assets. Step two of the analysis indicated that an impairment charge in the amount of $0.2 million was necessary. The impairment charge was recognized within the Company's International segment. |
LINES OF CREDIT _ FLOORPLAN PAY
LINES OF CREDIT / FLOORPLAN PAYABLE | 6 Months Ended |
Jul. 31, 2018 | |
Line of Credit Facility [Abstract] | |
LINES OF CREDIT / FLOORPLAN PAYABLE | LINES OF CREDIT / FLOORPLAN PAYABLE Floorplan Lines of Credit Floorplan payable balances reflect the amount owed for new equipment inventory purchased from a manufacturer and for used equipment inventory, which is primarily acquired through trade-in on equipment sales. Certain of the manufacturers from which the Company purchases new equipment inventory offer financing on these purchases, either offered directly from the manufacturer or through the manufacturers’ captive finance subsidiaries. CNH Industrial's captive finance subsidiary, 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. Cash flows associated with manufacturer floorplan payables are reported as operating cash flows, while cash flows associated with non-manufacturer floorplan payables are reported as financing cash flows in the Company's consolidated statement of cash flows. The Company has three significant floorplan lines of credit for U.S. operations, floorplan credit facilities for its foreign subsidiaries, and other floorplan payable balances with non-manufacturer lenders and manufacturers. As of July 31, 2018 , the Company had discretionary floorplan lines of credit for equipment inventory purchases totaling $611.8 million , which includes a $140.0 million floorplan payable line of credit under our second amended and restated credit agreement with Wells Fargo (the "Wells Fargo Credit Agreement"), a $320.0 million credit facility with CNH Industrial Capital, a $30.0 million credit facility with DLL Finance and the U.S. dollar equivalent of $121.8 million in credit facilities related to our foreign subsidiaries. Floorplan payables relating to these credit facilities totaled $349.4 million of the total floorplan payable balance of $365.6 million outstanding as of July 31, 2018 and $239.2 million of the total floorplan payable balance of $247.4 million outstanding as of January 31, 2018 . The remaining outstanding balances relate to equipment inventory financing from manufacturers and non-manufacturer lenders other than the lines of credit described above. As of July 31, 2018 , the interest-bearing U.S. floorplan payables carried various interest rates primarily ranging from 4.34% to 7.00% , and the foreign floorplan payables carried various interest rates primarily ranging from 0.93% to 8.08% . As of July 31, 2018 , the Company had a compensating balance arrangement under one of its foreign floorplan credit facilities, which requires a minimum cash deposit to be maintained with the lender in the amount of $5.0 million for the term of the credit facility. Working Capital Line of Credit As of July 31, 2018 , the Company had a $60.0 million working capital line of credit under the Wells Fargo Credit Agreement. The Company had no amount and $13.0 million outstanding on this line of credit as of July 31, 2018 and January 31, 2018 . As of July 31, 2018 , the working capital line of credit carried an interest rate of 4.34% . Wells Fargo Credit Agreement In February 2018, the Wells Fargo Credit Agreement was amended to (i) move the maturity testing date under the Wells Fargo Credit Agreement from November 1, 2018 to February 1, 2019, a date that is three months prior to the scheduled maturity date of the Company's outstanding senior convertible notes, and (ii) modify the maturity test calculation. The maturity date for the Wells Fargo Credit Agreement will remain October 28, 2020 so long as (i) the Company's fixed charge coverage ratio for the 12 month period ending December 31, 2018 is at least 1.1 to 1.0 and (ii) a liquidity test, requiring that the Company have unrestricted cash on hand plus excess borrowing availability under the Wells Fargo Credit Agreement (on a pro-forma basis reflecting the Company's repayment in full of its outstanding senior convertible notes) in an amount that is greater than 20% of the maximum credit amount under the facility, are met on February 1, 2019. If both financial tests are not satisfied on February 1, 2019, the Wells Fargo Credit Agreement will immediately mature and all amounts outstanding become immediately due and payable in full. CNH Industrial Capital Floorplan Payable Line of Credit In April 2018, the Company entered into an amendment to the credit facility with CNH Industrial Capital. The amendment decreased available borrowings under this facility from $450.0 million to $350.0 million. In May 2018, the Company entered into an additional amendment to the credit facility with CNH Industrial Capital. This amendment decreased our U.S. available borrowings under this facility from $350.0 million to $320.0 million . Concurrent with this amendment, CNH Industrial increased the available borrowing capacity of our international subsidiaries from $50.0 million to $80.0 million . DLL Finance Floorplan Payable Line of Credit In August 2018, the Company entered into an amendment to the credit facility with DLL Finance. The amendment, among other things, increased the available borrowings under this facility from $30.0 million to $45.0 million and decreased the variable interest rate on outstanding balances from three-month LIBOR plus an applicable margin of 3.5% per annum to three-month LIBOR plus an applicable margin of 3.0% per annum. |
SENIOR CONVERTIBLE NOTES
SENIOR CONVERTIBLE NOTES | 6 Months Ended |
Jul. 31, 2018 | |
Senior Convertible Notes | |
SENIOR CONVERTIBLE NOTES | |
SENIOR CONVERTIBLE NOTES | SENIOR CONVERTIBLE NOTES The Company’s 3.75% senior convertible notes issued on April 24, 2012 (“senior convertible notes”) consist of the following: July 31, 2018 January 31, 2018 (in thousands except conversion rate and conversion price) Principal value $ 45,644 $ 65,644 Unamortized debt discount (1,061 ) (2,497 ) Unamortized debt issuance costs (139 ) (328 ) Carrying value of senior convertible notes $ 44,444 $ 62,819 Carrying value of equity component, net of deferred taxes $ 14,923 $ 14,923 Conversion rate (shares of common stock per $1,000 principal amount of notes) 23.1626 Conversion price (per share of common stock) $ 43.17 During the six months ended July 31, 2018, the Company repurchased an aggregate of $20.0 million face value ($19.4 million carrying value) of its senior convertible notes with $20.0 million in cash. All consideration was attributed to the extinguishment of the liability and the Company recognized a pre-tax loss of $0.6 million on the repurchase. For the six months ended July 31, 2017, the Company repurchased an aggregate of $20.3 million face value ($18.8 million carrying value) of its senior convertible notes with $19.3 million in cash. Of the $19.3 million in total cash consideration, $18.7 million was attributed to the extinguishment of the liability and $0.6 million was attributed to the reacquisition of a portion of the equity component of the instrument. The Company recognized an immaterial net pre-tax gain on the extinguishment of the liability and recognized a $0.6 million after tax reduction in additional paid-in capital from the reacquisition of the equity component. In total, the Company has repurchased an aggregate of $104.4 million face value ($96.6 million carrying value) of its senior convertible notes with $95.1 million in cash. Gains and losses on repurchases are included in other interest expense in the Consolidated Statements of Operations. The Company recognized interest expense associated with its senior convertible notes as follows: Three Months Ended July 31, Six Months Ended July 31, 2018 2017 2018 2017 (in thousands) (in thousands) Cash Interest Expense Coupon interest expense $ 546 $ 708 $ 1,151 $ 1,491 Noncash Interest Expense Amortization of debt discount 446 540 915 1,111 Amortization of transaction costs 59 74 123 154 $ 1,051 $ 1,322 $ 2,189 $ 2,756 The senior convertible notes mature on May 1, 2019, unless purchased earlier by the Company, redeemed or converted. As of July 31, 2018 , the unamortized debt discount will be amortized over a remaining period of nine months . As of July 31, 2018 and January 31, 2018 , the if-converted value of the senior convertible notes did not exceed the principal balance. The effective interest rate of the liability component was equal to 7.3% for each of the consolidated statements of operations periods presented. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 6 Months Ended |
Jul. 31, 2018 | |
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. Cash Flow Hedge On October 9, 2013, the Company entered into a forward-starting interest rate swap instrument, which had 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 was to, beginning on September 30, 2014, protect the Company from changes in benchmark interest rates to which the Company was exposed through certain of its variable interest rate credit facilities. The instrument provided for a fixed interest rate of 1.901% up to the maturity date. The interest rate swap instrument was designated as a cash flow hedging instrument and accordingly changes in the effective portion of the fair value of the instrument have been 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. In April 2017, the Company elected to terminate the interest rate swap instrument. The Company paid $0.9 million to terminate the instrument. This cash payment is presented as a financing cash outflow in the consolidated statements of cash flows. Derivative Instruments Not Designated as Hedging Instruments The Company uses foreign currency forward contracts to hedge the effects of fluctuations in exchange rates on outstanding intercompany loans. The Company does not formally designate and document such derivative instruments as hedging instruments; however, the instruments are an effective economic hedge of the underlying foreign currency exposure. Both the gain or loss on the derivative instrument and the offsetting gain or loss on the underlying intercompany loan are recognized in earnings immediately, thereby eliminating or reducing the impact of foreign currency exchange rate fluctuations on net income. The following table sets forth the notional value of the Company's outstanding derivative instruments. Notional Amount as of: July 31, 2018 January 31, 2018 (in thousands) Cash flow hedges: Interest rate swap $ — $ — Derivatives not designated as hedging instruments: Foreign currency contracts 24,128 14,368 As of July 31, 2018 and January 31, 2018 , the fair value of the Company's outstanding derivative instruments was not material. Derivative instruments recognized as assets are recorded in prepaid expenses and other in the consolidated balance sheet, and derivative instruments recognized as liabilities are recorded in accrued expenses and other in the consolidated balance sheet. The following table sets forth the gains and losses (before the related income tax effects) recognized in other comprehensive income (loss) ("OCI") and income (loss) related to the Company’s derivative instruments for the three and six months ended July 31, 2018 and 2017 : Three Months Ended July 31, Six Months Ended July 31, 2018 2017 2018 2017 OCI Income (Loss) OCI Income (Loss) OCI Income (Loss) OCI Income (Loss) (in thousands) (in thousands) Derivatives Designated as Hedging Instruments: Cash flow hedges: Interest rate swap (a) — — — (172 ) — — 48 (986 ) Derivatives Not Designated as Hedging Instruments: Foreign currency contracts (b) — 588 — (988 ) — 1,123 — (1,056 ) Total Derivatives $ — $ 588 $ — $ (1,160 ) $ — $ 1,123 $ 48 $ (2,042 ) (a) No material hedge ineffectiveness has been recognized. The amounts shown in income (loss) above are reclassification amounts from accumulated other comprehensive income (loss) and are recorded in floorplan interest expense in the consolidated statements of operations. (b) Amounts are included in interest income and other income in the consolidated statements of operations. During the three months ended April 30, 2017, the Company reclassified $0.6 million of pre-tax accumulated losses on its interest rate swap instrument from accumulated other comprehensive income (loss) to income as the original forecasted interest payments, which served as the hedged item underlying the interest rate swap instrument, were no longer probable of occurring during the time period over which such transactions were previously anticipated to occur. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jul. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS As of July 31, 2018 and January 31, 2018 , the fair value of the Company's foreign currency contracts, which are either assets or liabilities measured at fair value on a recurring basis, was not material. These foreign currency contracts were valued using a discounted cash flow analysis, an income approach, utilizing readily observable market data as inputs, which is classified as a Level 2 fair value measurement. The Company also valued an immaterial amount of long-lived assets at fair value on a non-recurring basis as of July 31, 2018 as part of its long-lived asset impairment testing. The Company estimated the fair value of these assets based on estimated sales prices of similar assets, which are unobservable Level 3 fair value inputs. In certain instances the Company estimated the fair value of certain 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. 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 for similar instruments with similar maturities, which are Level 2 fair value inputs, the carrying value of long-term debt approximates the fair value as of July 31, 2018 and January 31, 2018 . The following table provides details on the senior convertible notes as of July 31, 2018 and January 31, 2018 . 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. Fair value of the senior convertible notes was estimated based on Level 2 fair value inputs. July 31, 2018 January 31, 2018 Estimated Fair Value Carrying Value Face Value Estimated Fair Value Carrying Value Face Value (in thousands) (in thousands) Senior convertible notes $ 45,644 $ 44,444 $ 45,644 $ 65,000 $ 62,819 $ 65,644 |
SEGMENT INFORMATION AND OPERATI
SEGMENT INFORMATION AND OPERATING RESULTS | 6 Months Ended |
Jul. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION AND OPERATING RESULTS | SEGMENT INFORMATION AND OPERATING RESULTS The Company has three reportable segments: Agriculture, Construction and International. Revenue between segments is immaterial. The Company retains various unallocated income/(expense) items and assets at the general corporate level, which the Company refers to as “Shared Resources” in the table below. Shared Resources assets primarily consist of cash and property and equipment. Certain financial information for each of the Company’s business segments is set forth below. Three Months Ended July 31, Six Months Ended July 31, 2018 2017 2018 2017 (in thousands) (in thousands) Revenue Agriculture $ 152,813 $ 138,545 $ 295,684 $ 302,170 Construction 79,245 77,890 141,336 141,310 International 67,833 52,436 108,549 89,509 Total $ 299,891 $ 268,871 $ 545,569 $ 532,989 Income (Loss) Before Income Taxes Agriculture $ 4,960 $ (6,882 ) $ 6,283 $ (10,779 ) Construction (30 ) 930 (2,927 ) (1,703 ) International 3,726 283 3,639 878 Segment income (loss) before income taxes 8,656 (5,669 ) 6,995 (11,604 ) Shared Resources (864 ) (1,541 ) (1,368 ) (5,016 ) Total $ 7,792 $ (7,210 ) $ 5,627 $ (16,620 ) July 31, 2018 January 31, 2018 (in thousands) Total Assets Agriculture $ 428,877 $ 400,017 Construction 244,101 211,154 International 172,248 126,251 Segment assets 845,226 737,422 Shared Resources (5,777 ) 22,886 Total $ 839,449 $ 760,308 |
STORE CLOSINGS AND REALIGNMENT
STORE CLOSINGS AND REALIGNMENT COST | 6 Months Ended |
Jul. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
STORE CLOSINGS AND REALIGNMENT COSTS | In February 2017, to better align the Company's cost structure and business in certain markets, the Company announced a restructuring plan (the "Fiscal 2018 Restructuring Plan") to close one Construction location and 14 Agriculture locations. As of January 31, 2018, the Company had closed and fully exited all of these locations and had completed its Fiscal 2018 Restructuring Plan. Restructuring costs associated with the Fiscal 2018 Restructuring Plan are summarized in the following table: Three Months Ended July 31, Six Months Ended July 31, Cumulative Amount 2018 2017 2018 2017 (in thousands) Lease accrual and terminations costs $ 565 $ 4,069 $ 565 $ 4,322 $ 6,246 Termination benefits — 1,906 — 3,724 5,053 Impairment of fixed assets, net of gains on asset disposition — (565 ) — (565 ) 2,206 Asset relocation and other closing costs — 139 — 412 516 $ 565 $ 5,549 $ 565 $ 7,893 $ 14,021 Restructuring charges associated with the Fiscal 2018 Restructuring Plan are summarized by segment in the following table: Three Months Ended July 31, Six Months Ended July 31, 2018 2017 2018 2017 (in thousands) Segment Agriculture $ 233 $ 5,194 $ 233 $ 6,672 Construction 332 252 332 338 International — — — — Shared Resources — 103 — 883 Total $ 565 $ 5,549 $ 565 $ 7,893 A reconciliation of the beginning and ending exit cost liability balance associated with the Fiscal 2018 Restructuring Plan is as follows: Lease Accrual & Termination Costs Termination Benefits Total (in thousands) Balance, January 31, 2018 $ 5,393 $ 404 $ 5,797 Exist costs incurred and charged to expense — — $ — Adjustments 653 (17 ) $ 636 Exit costs paid (3,293 ) (387 ) $ (3,680 ) Balance, July 31, 2018 $ 2,753 $ — $ 2,753 As of July 31, 2018 and January 31, 2018 , $2.5 million and $4.8 million of the exit cost liability is included in other long-term liabilities and $0.3 million and $1.0 million are included in accrued expenses and other in the consolidated balance sheets. In April 2018, the Company paid $3.0 million to terminate the real estate lease agreement for one of the Company's previously closed stores. The termination payment approximated the recorded lease accrual liability and therefore the impact to the consolidated statement of operations was not material. In July 2018, based on changes in circumstances, the Company revised its assumptions regarding the timing and amount of estimated future cash flows associated with its cease-use lease liabilities for certain of its closed store locations. The cumulative effect of these revised estimates resulted in the recognition of $0.6 million of additional expense, recognized as restructuring costs in the consolidated statement of operations, and a corresponding increase to the cease-use lease liability. |
RELATED PARTY TRANSACTIONS (Not
RELATED PARTY TRANSACTIONS (Notes) | 6 Months Ended |
Jul. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 14 - RELATED PARTY TRANSACTIONS Effective February 1, 2017, the Company and Peter Christianson (our former President and former member of our Board of Directors), who is a brother of Tony Christianson (a member of our Board of Directors), agreed to terminate a consulting arrangement between the parties. In connection with the termination, the Company agreed to pay Mr. Peter Christianson the sum of $0.7 million , payable in two equal installments in fiscal 2018 and 2019. All unvested stock options and shares of restricted stock held by Mr. Peter Christianson will continue to vest as scheduled. As a result of the termination agreement, the Company recognized for the six months ended July 31, 2017 , a total of $0.8 million in termination costs, consisting of $0.7 million for future cash payments owed to Mr. Peter Christianson and $0.1 million for unvested shares of restricted stock. These termination costs are included in restructuring costs in the consolidated statements of operations. As of July 31, 2018, all amounts owed to Mr. Peter Christianson had been paid in full. |
CONTINGENCIES (Notes)
CONTINGENCIES (Notes) | 6 Months Ended |
Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 15 - CONTINGENCIES On October 11, 2017, the Romania Competition Council (“RCC”) initiated an administrative investigation of the Romanian Association of Manufacturers and Importers of Agricultural Machinery (“APIMAR”) and all its members, including Titan Machinery Romania. The RCC's investigation involves whether the APIMAR members engaged in anti-competitive practices in their sales of agricultural machinery not involving European Union ("EU") subvention funding programs, by referring to the published sales prices governing EU subvention funded transactions, which prices are mandatorily disclosed to and published by AFIR, a Romanian government agency that oversees the EU subvention funding programs in Romania. The investigation is in a preliminary stage and the Company is currently unable to predict its outcome or reasonably estimate any potential loss that may result from the investigation. The Company is engaged in legal 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 these various legal actions and claims 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. |
SUBSEQUENT EVENTS (Notes)
SUBSEQUENT EVENTS (Notes) | 6 Months Ended |
Jul. 31, 2018 | |
Subsequent Events [Abstract] | |
Business Combination Disclosure [Text Block] | SUBSEQUENT EVENTS On July 2, 2018, the Company, through a newly created, wholly-owned German subsidiary, acquired all interests of two commonly-controlled companies, AGRAM Landtechnikvertrieb GmbH and AGRAM Landtechnik Rollwitz GmbH (collectively "AGRAM"), for $19.2 million in cash consideration. AGRAM consists of four Case IH agriculture dealership locations in the following cities of Germany: Altranft, Burkau, Gutzkow, and Rollwitz. Founded in 1990, AGRAM has been a successful Case IH and Steyr dealership complex, and our acquisition of these entities provides the Company the opportunity to expand our international presence into the large, well-established German market. Following the acquisition, the legal name of AGRAM Landtechnikvertrieb GmbH was changed to Titan Machinery Deutschland GmbH ("Titan Deutschland"). The Company has filed with the German Commercial Register to merge the three German legal entities into a single entity, with Titan Deutschland remaining as the surviving entity. The Company expects the merger to be finalized by the end of fiscal 2019. Each of the Company’s foreign subsidiaries, including its Luxembourg domiciled holding subsidiary, which is the direct owner of the newly created, wholly-owned German subsidiary created to complete the acquisition, have fiscal quarters and a fiscal year-end equal to the calendar quarterly periods and year-end. Titan Deutschland also maintains fiscal quarters and a fiscal year-end equal to the calendar periods. The quarterly and annual financial statements of all of the Company's foreign subsidiaries are consolidated into the Company’s U.S. quarterly and annual fiscal periods that end on April 30 th , July 31 st , October 31 st and January 31 st . Accordingly, this July 2, 2018 foreign acquisition is a third-quarter transaction and therefore no amounts were recognized in the consolidated financial statements for the quarter ended July 31, 2018. The acquisition has been accounted for under the acquisition method of accounting, which requires the Company to estimate the acquisition date fair value of the assets acquired and liabilities assumed. The fair value of the consideration paid exceeded the preliminarily estimated fair value of the assets acquired and liabilities assumed, which resulted in the recognition of $0.8 million of goodwill. The recognition of goodwill arose from the acquisition of an assembled workforce and anticipated synergies within our International segment. The entire goodwill amount will be assigned to the International segment and is not expected to be deductible for income tax purposes. The Company recognized a customer relationship intangible asset in the amount of $0.1 million , which will be amortized over a three-year period, and recognized a distribution rights intangible asset in the amount of $1.8 million that is an indefinite-lived intangible asset not subject to amortization. All acquisition-related costs, which amounted to $0.2 million , have been expensed as incurred and recognized as operating expenses in the consolidated statement of operations. Due to the limited time since the acquisition, the estimated fair values of acquired assets and assumed liabilities are provisional estimates, but are based on the best information currently available. These provisional estimates are subject to change as the Company completes all remaining steps in finalizing the purchase price allocation. The Company expects to finalize the valuation of all assets and liabilities by January 31, 2019. The preliminary allocation of the purchase price to assets acquired and liabilities assumed is as follows: (in thousands) Assets acquired: Cash $ 3,857 Receivables 5,341 Inventories 21,725 Prepaid expenses and other 887 Property and equipment 3,512 Intangible assets 1,944 Goodwill 765 Other 61 $ 38,092 Liabilities assumed: Accounts payable 1,553 Floorplan payable 13,820 Deferred revenue 85 Accrued expenses and other 1,120 Long-term debt 1,725 Deferred income taxes 632 $ 18,935 Net assets acquired $ 19,157 |
BUSINESS ACTIVITY AND SIGNIFI22
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. The quarterly operating results for Titan Machinery Inc. (the “Company”) are subject to fluctuation due to varying weather patterns, which may impact the timing and amount of equipment purchases, rentals, and after-sales parts and service purchases by the Company’s Agriculture, Construction and International customers. Therefore, operating results for the six -month period ended July 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2019 . The information contained in the consolidated balance sheet as of January 31, 2018 was derived from the audited consolidated financial statements for the Company for the fiscal year then ended. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2018 as filed with the SEC. |
Estimates | Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, particularly related to realization of inventory, impairment of long-lived assets, collectability of receivables, and income taxes. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material accounts, transactions and profits between the consolidated companies have been eliminated in consolidation. Reclassifications Certain reclassifications of amounts previously reported have been made to the accompanying consolidated statements of cash flows to maintain consistency and comparability between periods presented. These reclassifications had no impact on previously reported cash flows from operating, investing or financing activities. |
Earnings (Loss) Per Share (EPS) | 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 was computed by dividing net income (loss) attributable to Titan Machinery Inc. after allocation of net income to participating securities by the weighted-average number of shares of common stock outstanding during the relevant period. In the event of a net loss, no amount of the loss is allocated to the participating securities as they do not share in the losses of the Company. Diluted EPS was computed by dividing net income (loss) attributable to Titan Machinery Inc. after allocation of net income 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. |
New Accounting Pronouncements | Recent Accounting Guidance Accounting guidance adopted In May 2014, the FASB issued authoritative guidance on accounting for revenue recognition, codified in Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. 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 adopted ASC 606 as of February 1, 2018 using the modified retrospective method of adoption. Results for reporting periods beginning after February 1, 2018 are presented under the guidelines of ASC 606, while prior period amounts have not been adjusted and continue to be reported under the accounting standards in effect for those periods. Upon adoption of ASC 606, the Company did not recognize a cumulative effect adjustment of initially applying the standard as no material adjustments to contracts not completed as of the date of adoption were identified. The adoption of ASC 606 did not materially impact the amount of revenue recognized or any other financial statement line item as of and for the three and six months ended July 31, 2018 . The Company has included the additional disclosures required under ASC 606 in Notes 2, 3 and 7. Accounting guidance not yet adopted 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. In July 2018, the FASB issued additional authoritative guidance providing companies with a new prospective transition method to apply the provisions of this guidance. The Company will elect this transition method applying the new lease standard on a prospective basis at the adoption date and recognize any cumulative-effect adjustments to the opening balance of retained earnings in the period of adoption. Prior period amounts will not be adjusted and will continue to be reported under the accounting standards in effect for those periods. The Company will adopt the new standard on February 1, 2019, and expects to elect the package of practical expedients afforded under the guidance. The practical expedient package applies to leases that commenced prior to adoption of the new standard and permits an entity not to: 1) reassess whether existing or expired contracts are or contain a lease, 2) reassess the lease classification, and 3) reassess any initial direct costs for any existing leases. We continue to evaluate if we will elect the use of hindsight to determine the lease term. Our implementation efforts to date have consisted of identifying the Company's lease population, selecting a lease software to implement that will assist with the reporting and disclosure requirements under the standard and abstracting and validating our lease information. While we continue to evaluate this standard, we anticipate this standard will have a material impact on our consolidated balance sheets due to the capitalization of a right-of-use asset and lease liability associated with our current operating leases in which we are the lessee, but we do not believe it will have a material impact on our consolidated statements of operations or cash flows. Our rental fleet and equipment inventory rental activities in which we are the lessor in the transaction are also subject to ASC 842. While our evaluation of the impact of this standard on our rental transactions is ongoing, we do not believe the standard will have a material impact on our consolidated balance sheets, statements of operations or cash flows for such transactions. In August 2017, the FASB amended authoritative guidance on hedge accounting, codified in ASC 815, Derivatives and Hedging. The amendments better align the accounting rules with a company's risk management activities, better reflects economic results of hedging in financial statements, and simplifies hedge accounting treatment. The guidance is effective for the Company as of the first quarter of its fiscal year ending January 31, 2020. The Company does not believe the update will have a material impact on its consolidated financial statements. |
BUSINESS ACTIVITY AND SIGNIFI23
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jul. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Schedule of calculation of basic and diluted EPS | The following table sets forth the calculation of basic and diluted EPS: Three Months Ended July 31, Six Months Ended July 31, 2018 2017 2018 2017 (in thousands, except per share data) Numerator: Net income (loss) $ 5,180 $ (5,186 ) $ 3,566 $ (11,118 ) Income allocated to participating securities (80 ) — (57 ) — Net income (loss) attributable to Titan Machinery Inc. common stockholders $ 5,100 $ (5,186 ) $ 3,509 $ (11,118 ) Denominator: Basic weighted-average common shares outstanding 21,826 21,546 21,781 21,461 Plus: incremental shares from assumed exercises of stock options and vesting of restricted stock units 5 — 7 — Diluted weighted-average common shares outstanding 21,831 21,546 21,788 21,461 Earnings (Loss) Per Share: Basic $ 0.23 $ (0.24 ) $ 0.16 $ (0.51 ) Diluted $ 0.23 $ (0.24 ) $ 0.16 $ (0.51 ) Anti-dilutive shares excluded from diluted weighted-average common shares outstanding: Stock options and restricted stock units 53 133 53 143 Shares underlying senior convertible notes 1,057 1,748 1,057 1,748 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jul. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | July 31, 2018 January 31, 2018 (in thousands) New equipment $ 346,145 $ 258,559 Used equipment 127,644 141,450 Parts and attachments 71,373 71,110 Work in process 1,900 1,348 $ 547,062 $ 472,467 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jul. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | July 31, 2018 January 31, 2018 (in thousands) Rental fleet equipment $ 119,065 $ 123,430 Machinery and equipment 22,123 22,025 Vehicles 39,296 37,741 Furniture and fixtures 39,911 39,851 Land, buildings, and leasehold improvements 62,985 62,243 283,380 285,290 Less accumulated depreciation (139,805 ) (134,243 ) $ 143,575 $ 151,047 |
SENIOR CONVERTIBLE NOTES (Table
SENIOR CONVERTIBLE NOTES (Tables) - Senior Convertible Notes | 6 Months Ended |
Jul. 31, 2018 | |
SENIOR CONVERTIBLE NOTES | |
Schedule of 3.75% Senior Convertible Notes | The Company’s 3.75% senior convertible notes issued on April 24, 2012 (“senior convertible notes”) consist of the following: July 31, 2018 January 31, 2018 (in thousands except conversion rate and conversion price) Principal value $ 45,644 $ 65,644 Unamortized debt discount (1,061 ) (2,497 ) Unamortized debt issuance costs (139 ) (328 ) Carrying value of senior convertible notes $ 44,444 $ 62,819 Carrying value of equity component, net of deferred taxes $ 14,923 $ 14,923 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: Three Months Ended July 31, Six Months Ended July 31, 2018 2017 2018 2017 (in thousands) (in thousands) Cash Interest Expense Coupon interest expense $ 546 $ 708 $ 1,151 $ 1,491 Noncash Interest Expense Amortization of debt discount 446 540 915 1,111 Amortization of transaction costs 59 74 123 154 $ 1,051 $ 1,322 $ 2,189 $ 2,756 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 6 Months Ended |
Jul. 31, 2018 | |
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 outstanding derivative instruments. Notional Amount as of: July 31, 2018 January 31, 2018 (in thousands) Cash flow hedges: Interest rate swap $ — $ — Derivatives not designated as hedging instruments: Foreign currency contracts 24,128 14,368 |
Schedule of gains and losses recognized on derivative instruments | The following table sets forth the gains and losses (before the related income tax effects) recognized in other comprehensive income (loss) ("OCI") and income (loss) related to the Company’s derivative instruments for the three and six months ended July 31, 2018 and 2017 : Three Months Ended July 31, Six Months Ended July 31, 2018 2017 2018 2017 OCI Income (Loss) OCI Income (Loss) OCI Income (Loss) OCI Income (Loss) (in thousands) (in thousands) Derivatives Designated as Hedging Instruments: Cash flow hedges: Interest rate swap (a) — — — (172 ) — — 48 (986 ) Derivatives Not Designated as Hedging Instruments: Foreign currency contracts (b) — 588 — (988 ) — 1,123 — (1,056 ) Total Derivatives $ — $ 588 $ — $ (1,160 ) $ — $ 1,123 $ 48 $ (2,042 ) (a) No material hedge ineffectiveness has been recognized. The amounts shown in income (loss) above are reclassification amounts from accumulated other comprehensive income (loss) and are recorded in floorplan interest expense in the consolidated statements of operations. (b) Amounts are included in interest income and other income in the consolidated statements of operations |
FAIR VALUE OF FINANCIAL INSTR28
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jul. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Senior Convertible Notes | The following table provides details on the senior convertible notes as of July 31, 2018 and January 31, 2018 . 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. Fair value of the senior convertible notes was estimated based on Level 2 fair value inputs. July 31, 2018 January 31, 2018 Estimated Fair Value Carrying Value Face Value Estimated Fair Value Carrying Value Face Value (in thousands) (in thousands) Senior convertible notes $ 45,644 $ 44,444 $ 45,644 $ 65,000 $ 62,819 $ 65,644 |
SEGMENT INFORMATION AND OPERA29
SEGMENT INFORMATION AND OPERATING RESULTS (Tables) | 6 Months Ended |
Jul. 31, 2018 | |
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. Three Months Ended July 31, Six Months Ended July 31, 2018 2017 2018 2017 (in thousands) (in thousands) Revenue Agriculture $ 152,813 $ 138,545 $ 295,684 $ 302,170 Construction 79,245 77,890 141,336 141,310 International 67,833 52,436 108,549 89,509 Total $ 299,891 $ 268,871 $ 545,569 $ 532,989 Income (Loss) Before Income Taxes Agriculture $ 4,960 $ (6,882 ) $ 6,283 $ (10,779 ) Construction (30 ) 930 (2,927 ) (1,703 ) International 3,726 283 3,639 878 Segment income (loss) before income taxes 8,656 (5,669 ) 6,995 (11,604 ) Shared Resources (864 ) (1,541 ) (1,368 ) (5,016 ) Total $ 7,792 $ (7,210 ) $ 5,627 $ (16,620 ) July 31, 2018 January 31, 2018 (in thousands) Total Assets Agriculture $ 428,877 $ 400,017 Construction 244,101 211,154 International 172,248 126,251 Segment assets 845,226 737,422 Shared Resources (5,777 ) 22,886 Total $ 839,449 $ 760,308 |
STORE CLOSINGS AND REALIGNMEN30
STORE CLOSINGS AND REALIGNMENT COST (Tables) | 6 Months Ended |
Jul. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs by Type of Cost | In February 2017, to better align the Company's cost structure and business in certain markets, the Company announced a restructuring plan (the "Fiscal 2018 Restructuring Plan") to close one Construction location and 14 Agriculture locations. As of January 31, 2018, the Company had closed and fully exited all of these locations and had completed its Fiscal 2018 Restructuring Plan. Restructuring costs associated with the Fiscal 2018 Restructuring Plan are summarized in the following table: Three Months Ended July 31, Six Months Ended July 31, Cumulative Amount 2018 2017 2018 2017 (in thousands) Lease accrual and terminations costs $ 565 $ 4,069 $ 565 $ 4,322 $ 6,246 Termination benefits — 1,906 — 3,724 5,053 Impairment of fixed assets, net of gains on asset disposition — (565 ) — (565 ) 2,206 Asset relocation and other closing costs — 139 — 412 516 $ 565 $ 5,549 $ 565 $ 7,893 $ 14,021 Restructuring charges associated with the Fiscal 2018 Restructuring Plan are summarized by segment in the following table: Three Months Ended July 31, Six Months Ended July 31, 2018 2017 2018 2017 (in thousands) Segment Agriculture $ 233 $ 5,194 $ 233 $ 6,672 Construction 332 252 332 338 International — — — — Shared Resources — 103 — 883 Total $ 565 $ 5,549 $ 565 $ 7,893 |
Restructuring Reserve Rollforward | A reconciliation of the beginning and ending exit cost liability balance associated with the Fiscal 2018 Restructuring Plan is as follows: Lease Accrual & Termination Costs Termination Benefits Total (in thousands) Balance, January 31, 2018 $ 5,393 $ 404 $ 5,797 Exist costs incurred and charged to expense — — $ — Adjustments 653 (17 ) $ 636 Exit costs paid (3,293 ) (387 ) $ (3,680 ) Balance, July 31, 2018 $ 2,753 $ — $ 2,753 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 6 Months Ended |
Jul. 31, 2018 | |
Subsequent Events [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The preliminary allocation of the purchase price to assets acquired and liabilities assumed is as follows: (in thousands) Assets acquired: Cash $ 3,857 Receivables 5,341 Inventories 21,725 Prepaid expenses and other 887 Property and equipment 3,512 Intangible assets 1,944 Goodwill 765 Other 61 $ 38,092 Liabilities assumed: Accounts payable 1,553 Floorplan payable 13,820 Deferred revenue 85 Accrued expenses and other 1,120 Long-term debt 1,725 Deferred income taxes 632 $ 18,935 Net assets acquired $ 19,157 |
BUSINESS ACTIVITY AND SIGNIFI32
BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | |
Anti-dilutive securities | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 5,180 | $ (5,186) | $ 3,566 | $ (11,118) |
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic | (80) | 0 | (57) | 0 |
Net Income (Loss) Available to Common Stockholders, Basic | $ 5,100 | $ (5,186) | $ 3,509 | $ (11,118) |
Denominator | ||||
Basic weighted-average common shares outstanding | 21,826 | 21,546 | 21,781 | 21,461 |
Plus: incremental shares from assumed exercises of stock options and vesting of restricted stock units | 5 | 0 | 7 | 0 |
Diluted weighted-average common shares outstanding | 21,831 | 21,546 | 21,788 | 21,461 |
Earnings (Loss) per Share - Basic, in dollars per share | $ 0.23 | $ (0.24) | $ 0.16 | $ (0.51) |
Earnings (Loss) per Share - Diluted, in dollars per share | $ 0.23 | $ (0.24) | $ 0.16 | $ (0.51) |
Employee Stock Option | ||||
Anti-dilutive securities | ||||
Anti-dilutive securities excluded from the calculation of diluted EPS (in shares) | 53 | 133 | 53 | 143 |
Convertible Notes | ||||
Anti-dilutive securities | ||||
Anti-dilutive securities excluded from the calculation of diluted EPS (in shares) | 1,057 | 1,748 | 1,057 | 1,748 |
Conversion price of shares underlying convertible notes (in dollars per share) | $ 43.17 | $ 43.17 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | Jan. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||
Deferred Revenue | $ 22,731 | $ 22,731 | $ 32,324 | ||
Revenues | 299,891 | $ 268,871 | 545,569 | $ 532,989 | |
Unbilled Receivables, Current | 14,492 | 14,492 | 10,967 | ||
Revenue from Contracts with Customers [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 285,743 | 522,998 | |||
Other Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,753 | 3,213 | |||
Service Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 31,271 | 58,627 | |||
Parts Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 59,998 | 111,533 | |||
Rental Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 14,148 | 22,571 | |||
Equipment Revenue [member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 192,721 | 349,625 | |||
Operating Segments [Member] | Agriculture [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 152,813 | 138,545 | 295,684 | 302,170 | |
Operating Segments [Member] | Agriculture [Member] | Revenue from Contracts with Customers [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 151,976 | 294,621 | |||
Operating Segments [Member] | Agriculture [Member] | Other Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,463 | 2,716 | |||
Operating Segments [Member] | Agriculture [Member] | Service Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 20,486 | 38,697 | |||
Operating Segments [Member] | Agriculture [Member] | Parts Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 35,796 | 67,979 | |||
Operating Segments [Member] | Agriculture [Member] | Rental Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 837 | 1,063 | |||
Operating Segments [Member] | Agriculture [Member] | Equipment Revenue [member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 94,231 | 185,229 | |||
Operating Segments [Member] | Construction [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 79,245 | 77,890 | 141,336 | 141,310 | |
Operating Segments [Member] | Construction [Member] | Revenue from Contracts with Customers [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 66,565 | 120,684 | |||
Operating Segments [Member] | Construction [Member] | Other Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 216 | 389 | |||
Operating Segments [Member] | Construction [Member] | Service Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 9,699 | 18,165 | |||
Operating Segments [Member] | Construction [Member] | Parts Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 14,482 | 27,676 | |||
Operating Segments [Member] | Construction [Member] | Rental Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 12,680 | 20,652 | |||
Operating Segments [Member] | Construction [Member] | Equipment Revenue [member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 42,168 | 74,454 | |||
Operating Segments [Member] | International [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 67,833 | $ 52,436 | 108,549 | $ 89,509 | |
Operating Segments [Member] | International [Member] | Revenue from Contracts with Customers [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 67,202 | 107,693 | |||
Operating Segments [Member] | International [Member] | Other Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 74 | 108 | |||
Operating Segments [Member] | International [Member] | Service Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,086 | 1,765 | |||
Operating Segments [Member] | International [Member] | Parts Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 9,720 | 15,878 | |||
Operating Segments [Member] | International [Member] | Rental Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 631 | 856 | |||
Operating Segments [Member] | International [Member] | Equipment Revenue [member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 56,322 | 89,942 | |||
Deferred Revenue from Contracts with Customers [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Deferred Revenue | $ 21,126 | $ 21,126 | $ 30,139 |
REVENUE Unbilled Receivables (D
REVENUE Unbilled Receivables (Details) - USD ($) $ in Thousands | Jul. 31, 2018 | Jan. 31, 2018 |
Unbilled Receivables [Abstract] | ||
Unbilled Receivables, Current | $ 14,492 | $ 10,967 |
REVENUE Deferred Revenue (Detai
REVENUE Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2018 | Jan. 31, 2018 | |
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | $ 22,731 | $ 22,731 | $ 32,324 |
Recognition of Deferred Revenue | (9,800) | (27,000) | |
Deferred Revenue from Operating Leases and Rental Contracts [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | 1,605 | 1,605 | 2,186 |
Deferred Revenue from Contracts with Customers [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | $ 21,126 | $ 21,126 | $ 30,139 |
RECEIVABLES (Details)
RECEIVABLES (Details) - USD ($) $ in Thousands | Jul. 31, 2018 | Jan. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | $ 81,557 | $ 63,623 |
Allowance for Doubtful Accounts Receivable | (3,146) | (2,951) |
Accounts Receivable, Net, Current | 78,411 | 60,672 |
Unbilled Receivables, Current | 14,492 | 10,967 |
Unbilled Receivables from Operating Leases and Rental Contracts [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 1,458 | 847 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 35,071 | 25,396 |
Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 7,978 | 7,571 |
Trade Receivables due from Finance Companies [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 13,682 | 8,901 |
Receivables due from Manufacturers [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 8,404 | 8,805 |
Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | $ 472 | $ 1,136 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jul. 31, 2018 | Jan. 31, 2018 |
Inventory Disclosure [Abstract] | ||
New equipment | $ 346,145 | $ 258,559 |
Used equipment | 127,644 | 141,450 |
Parts and attachments | 71,373 | 71,110 |
Work in process | 1,900 | 1,348 |
Inventories | $ 547,062 | $ 472,467 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jul. 31, 2018 | Jan. 31, 2018 |
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | $ 283,380 | $ 285,290 |
Less accumulated depreciation | (139,805) | (134,243) |
Property and equipment, net | 143,575 | 151,047 |
Rental fleet equipment | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 119,065 | 123,430 |
Machinery and equipment | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 22,123 | 22,025 |
Vehicles | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 39,296 | 37,741 |
Furniture and fixtures | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 39,911 | 39,851 |
Land, buildings, and leasehold improvements | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | $ 62,985 | $ 62,243 |
LINES OF CREDIT _ FLOORPLAN P39
LINES OF CREDIT / FLOORPLAN PAYABLE (Details) | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2018USD ($)floorplan_line_of_credit | Dec. 31, 2018 | Aug. 31, 2018USD ($) | May 31, 2018USD ($) | Apr. 30, 2018USD ($) | Jan. 31, 2018USD ($) | |
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Number of significant floorplan lines of credit | floorplan_line_of_credit | 3 | |||||
Maximum borrowing capacity | $ 30,000,000 | $ 45,000,000 | ||||
Floorplan payable | 365,634,000 | $ 247,392,000 | ||||
Compensating Balance, Amount | 5,000,000 | |||||
Floorplan Line of Credit | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Maximum borrowing capacity | 611,839,948 | |||||
Floorplan payable | 349,400,000 | 239,200,000 | ||||
Floorplan Line of Credit | Foreign | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Maximum borrowing capacity | $ 121,800,000 | |||||
Floorplan Line of Credit | Minimum [Member] | U.S. | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Debt Instrument, Interest Rate Terms | 0.0434 | |||||
Floorplan Line of Credit | Minimum [Member] | Foreign | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Debt Instrument, Interest Rate Terms | 0.0093 | |||||
Floorplan Line of Credit | Maximum [Member] | U.S. | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Debt Instrument, Interest Rate Terms | 0.07 | |||||
Floorplan Line of Credit | Maximum [Member] | Foreign | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Debt Instrument, Interest Rate Terms | 0.0808 | |||||
Wells Fargo Credit Facility [Member] | Floorplan Line of Credit | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Maximum borrowing capacity | $ 140,000,000 | |||||
CNH Industrial Capital Credit Facility | Floorplan Line of Credit | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Maximum borrowing capacity | 320,000,000 | $ 320,000,000 | ||||
DLL Finance LLC [Member] | Floorplan Line of Credit | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Maximum borrowing capacity | 30,000,000 | |||||
Credit Facility | Wells Fargo Credit Facility [Member] | Working Capital Revolver Line | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Maximum borrowing capacity | $ 60,000,000 | |||||
Amount outstanding | $ 13,000,000 | |||||
Wells Fargo Credit Facility [Member] | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Line of Credit Facility, Covenant Compliance, Minimum Fixed Charge Coverage Ratio | 1.1 | |||||
International [Member] | CNH Industrial Capital Credit Facility | Floorplan Line of Credit | ||||||
LINES OF CREDIT / FLOORPLAN NOTES PAYABLE | ||||||
Maximum borrowing capacity | $ 80,000,000 | $ 50,000,000 |
SENIOR CONVERTIBLE NOTES (Detai
SENIOR CONVERTIBLE NOTES (Details) | Jul. 31, 2018 |
Convertible Notes | |
SENIOR CONVERTIBLE NOTES | |
Interest rate (as a percent) | 3.75% |
SENIOR CONVERTIBLE NOTES (Det41
SENIOR CONVERTIBLE NOTES (Details 2) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2018USD ($)$ / shares | Jul. 31, 2017USD ($) | Jul. 31, 2018USD ($)$ / shares | Jul. 31, 2017USD ($) | Jan. 31, 2018USD ($) | |
SENIOR CONVERTIBLE NOTES | |||||
Repayments of Convertible Debt | $ 20,025 | $ 19,340 | |||
Convertible notes | |||||
Principal value | $ 45,644 | 45,644 | $ 65,644 | ||
Coupon interest expense | 2,490 | $ 2,464 | 4,520 | 4,584 | |
Convertible Notes | |||||
Convertible notes | |||||
Principal value | 45,644 | 45,644 | 65,644 | ||
Unamortized debt discount | (1,061) | (1,061) | (2,497) | ||
Unamortized debt issuance costs | (139) | (139) | (328) | ||
Carrying value of senior convertible notes | 44,444 | 44,444 | 62,819 | ||
Carrying value of equity component, net of deferred taxes | $ 14,923 | $ 14,923 | $ 14,923 | ||
Conversion rate | 0.0231626 | ||||
Conversion price (per share of common stock) | $ / shares | $ 43.17 | $ 43.17 | |||
Coupon interest expense | $ 546 | 708 | $ 1,151 | 1,491 | |
Amortization of debt discount | 446 | 540 | 915 | 1,111 | |
Amortization of transaction costs | 59 | 74 | 123 | 154 | |
Interest Expense | $ 1,051 | $ 1,322 | $ 2,189 | $ 2,756 | |
Remaining period over which unamortized debt discount will be amortized | 9 months | ||||
Effective interest rate (as a percent) | 7.30% | 7.30% | 7.30% | 7.30% |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details 1) - USD ($) | Jul. 31, 2018 | Jan. 31, 2018 | Oct. 09, 2013 |
Interest Rate Swap | Cash Flow Hedges | |||
DERIVATIVE INSTRUMENTS | |||
Fixed interest rate (as a percent) | 1.901% | ||
Notional amount outstanding | $ 100,000,000 | ||
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedges | |||
DERIVATIVE INSTRUMENTS | |||
Notional amount outstanding | $ 0 | $ 0 | |
Foreign currency contracts | Not designated as hedging instruments | |||
DERIVATIVE INSTRUMENTS | |||
Notional amount outstanding | $ 24,128,000 | $ 14,368,000 |
DERIVATIVE INSTRUMENTS DERIVATE
DERIVATIVE INSTRUMENTS DERIVATE INSTRUMENTS (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | |
Foreign currency contracts | ||||
Derivative Instruments, Gain (Loss) | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | $ 0 | $ 0 | $ 48 | |
Amount of Gain (Loss) Recognized in Income | 588 | $ (1,160) | 1,123 | (2,042) |
Foreign currency contracts | Not designated as hedging instruments | ||||
Derivative Instruments, Gain (Loss) | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | 0 | 0 | 0 | |
Amount of Gain (Loss) Recognized in Income | 588 | (988) | 1,123 | (1,056) |
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedges | ||||
Derivative Instruments, Gain (Loss) | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income | 0 | 0 | 0 | 48 |
Amount of Gain (Loss) Recognized in Income | $ 0 | $ (172) | $ 0 | $ (986) |
DERIVATIVE INSTRUMENTS DERIVATI
DERIVATIVE INSTRUMENTS DERIVATIVE INSTRUMENTS NARRATIVE (Details) - Cash Flow Hedges $ in Millions | 3 Months Ended |
Apr. 30, 2017USD ($) | |
Interest Rate Swap | |
Derivative | |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Before Tax | $ 0.6 |
Designated as Hedging Instrument [Member] | Cash Paid to Terminate Interest Rate Swap [Member] | |
Derivative | |
Derivative, Description of Terms | 0.9 |
FAIR VALUE OF FINANCIAL INSTR45
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Jul. 31, 2018 | Jan. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Principal value | $ 45,644 | $ 65,644 |
Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Senior Convertible Notes | 45,644 | 65,000 |
Reported Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Senior Convertible Notes | $ 44,444 | $ 62,819 |
SEGMENT INFORMATION AND OPERA46
SEGMENT INFORMATION AND OPERATING RESULTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | Jan. 31, 2018 | |
SEGMENT INFORMATION AND OPERATING RESULTS | |||||
Revenue | $ 299,891 | $ 268,871 | $ 545,569 | $ 532,989 | |
Income (Loss) Before Income Taxes | 7,792 | (7,210) | 5,627 | (16,620) | |
Total Assets | 839,449 | 839,449 | $ 760,308 | ||
Shared Resources | |||||
SEGMENT INFORMATION AND OPERATING RESULTS | |||||
Income (Loss) Before Income Taxes | (864) | (1,541) | (1,368) | (5,016) | |
Total Assets | (5,777) | (5,777) | 22,886 | ||
Operating Segments | |||||
SEGMENT INFORMATION AND OPERATING RESULTS | |||||
Income (Loss) Before Income Taxes | 8,656 | (5,669) | 6,995 | (11,604) | |
Total Assets | 845,226 | 845,226 | 737,422 | ||
Operating Segments | Agriculture | |||||
SEGMENT INFORMATION AND OPERATING RESULTS | |||||
Revenue | 152,813 | 138,545 | 295,684 | 302,170 | |
Income (Loss) Before Income Taxes | 4,960 | (6,882) | 6,283 | (10,779) | |
Total Assets | 428,877 | 428,877 | 400,017 | ||
Operating Segments | Construction | |||||
SEGMENT INFORMATION AND OPERATING RESULTS | |||||
Revenue | 79,245 | 77,890 | 141,336 | 141,310 | |
Income (Loss) Before Income Taxes | (30) | 930 | (2,927) | (1,703) | |
Total Assets | 244,101 | 244,101 | 211,154 | ||
Operating Segments | International [Member] | |||||
SEGMENT INFORMATION AND OPERATING RESULTS | |||||
Revenue | 67,833 | 52,436 | 108,549 | 89,509 | |
Income (Loss) Before Income Taxes | 3,726 | $ 283 | 3,639 | $ 878 | |
Total Assets | $ 172,248 | $ 172,248 | $ 126,251 |
STORE CLOSINGS AND REALIGNMEN47
STORE CLOSINGS AND REALIGNMENT COST (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 13 Months Ended | |||
Jul. 31, 2018 | Apr. 30, 2018 | Jul. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | Jan. 31, 2018 | |
Realignment Costs | ||||||
Restructuring Reserve | $ 2,753 | $ 2,753 | $ 5,797 | |||
Restructuring Charges | 0 | |||||
Amount of Realignment Cost Incurred | 565 | $ 5,549 | 565 | $ 7,893 | 14,021 | |
Restructuring Reserve, Noncurrent | 2,500 | 2,500 | 4,800 | |||
Agriculture | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 233 | 5,194 | 233 | 6,672 | ||
Construction | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 332 | 252 | 332 | 338 | ||
International [Member] | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 0 | 0 | 0 | 0 | ||
Shared Resource Center | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 0 | 103 | 0 | 883 | ||
Lease accrual and terminations costs | ||||||
Realignment Costs | ||||||
Restructuring Reserve | 2,753 | 2,753 | 5,393 | |||
Restructuring Charges | 0 | |||||
Restructuring Reserve, Current | 300 | 300 | 1,000 | |||
Payments for Restructuring | $ 3,000 | |||||
Lease accrual and terminations costs | Realignment Cost | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 565 | 4,069 | 565 | 4,322 | 6,246 | |
Termination benefits | Realignment Cost | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 0 | 1,906 | 0 | 3,724 | 5,053 | |
Impairment of fixed assets, net of gains on asset disposition | Realignment Cost | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | 0 | (565) | 0 | (565) | 2,206 | |
Asset relocation and other closing costs | Realignment Cost | ||||||
Realignment Costs | ||||||
Amount of Realignment Cost Incurred | $ 0 | $ 139 | $ 0 | $ 412 | $ 516 |
STORE CLOSINGS AND REALIGNMEN48
STORE CLOSINGS AND REALIGNMENT COST (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 13 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | Jan. 31, 2018 | |
Realignment Costs | |||||
Restructuring Reserve, Noncurrent | $ 2,500 | $ 2,500 | $ 4,800 | ||
Restructuring and Related Cost, Incurred Cost | 565 | $ 5,549 | 565 | $ 7,893 | 14,021 |
Realignment Reserve [Roll Forward] | |||||
Balance, January 31, 2017 | 5,797 | ||||
Exist costs incurred and charged to expense | 0 | ||||
Restructuring Reserve, Translation and Other Adjustment | 636 | ||||
Exit costs paid | 3,680 | ||||
Balance, July 31, 2016 | 2,753 | 2,753 | 5,797 | ||
Agriculture [Member] | |||||
Realignment Costs | |||||
Restructuring and Related Cost, Incurred Cost | 233 | 5,194 | 233 | 6,672 | |
Construction [Member] | |||||
Realignment Costs | |||||
Restructuring and Related Cost, Incurred Cost | 332 | 252 | 332 | 338 | |
International [Member] | |||||
Realignment Costs | |||||
Restructuring and Related Cost, Incurred Cost | 0 | 0 | 0 | 0 | |
Shared Resource Center [Member] | |||||
Realignment Costs | |||||
Restructuring and Related Cost, Incurred Cost | 0 | 103 | 0 | 883 | |
Contract Termination [Member] | |||||
Realignment Costs | |||||
Restructuring Reserve, Current | 300 | 300 | 1,000 | ||
Realignment Reserve [Roll Forward] | |||||
Balance, January 31, 2017 | 5,393 | ||||
Exist costs incurred and charged to expense | 0 | ||||
Restructuring Reserve, Translation and Other Adjustment | 653 | ||||
Exit costs paid | 3,293 | ||||
Balance, July 31, 2016 | 2,753 | 2,753 | 5,393 | ||
Special Termination Benefits [Member] | |||||
Realignment Reserve [Roll Forward] | |||||
Balance, January 31, 2017 | 404 | ||||
Exist costs incurred and charged to expense | 0 | ||||
Restructuring Reserve, Translation and Other Adjustment | (17) | ||||
Exit costs paid | 387 | ||||
Balance, July 31, 2016 | 0 | 0 | 404 | ||
Realignment Cost [Member] | Contract Termination [Member] | |||||
Realignment Costs | |||||
Restructuring and Related Cost, Incurred Cost | 565 | 4,069 | 565 | 4,322 | 6,246 |
Realignment Cost [Member] | Other Restructuring [Member] | |||||
Realignment Costs | |||||
Restructuring and Related Cost, Incurred Cost | 0 | 139 | 0 | 412 | 516 |
Realignment Cost [Member] | Employee Severance [Member] | |||||
Realignment Costs | |||||
Restructuring and Related Cost, Incurred Cost | 0 | 1,906 | 0 | 3,724 | 5,053 |
Realignment Cost [Member] | Impairment of Fixed Assets, Net of Gains on Asset Disposition [Member] | |||||
Realignment Costs | |||||
Restructuring and Related Cost, Incurred Cost | $ 0 | $ (565) | $ 0 | $ (565) | $ 2,206 |
INCOME TAXES INCOME TAXES (Deta
INCOME TAXES INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | ||||
Income (Loss) Before Income Taxes | $ 7,792 | $ (7,210) | $ 5,627 | $ (16,620) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Effective tax rate (as a percent) | (33.50%) | (28.10%) | (36.60%) | (33.10%) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | 6 Months Ended |
Jul. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 0.8 |
Cash Distribution [Member] | |
Related Party Transaction [Line Items] | |
Related Party Transaction, Expenses from Transactions with Related Party | 0.7 |
Unvested Shares of Restricted Stock [Member] | |
Related Party Transaction [Line Items] | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 0.1 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands | 6 Months Ended |
Jul. 31, 2018USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Payments to Acquire Businesses, Gross | $ 19,200 |
Cash Acquired from Acquisition | 3,857 |
Goodwill | 800 |
Intangible Assets, Gross (Excluding Goodwill) | 100 |
Indefinite-lived Intangible Assets Acquired | 1,800 |
Business Combination, Acquisition Related Costs | 200 |
Business Combination, Acquired Receivable, Fair Value | 5,341 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 21,725 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 887 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 3,512 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,944 |
Goodwill, Acquired During Period | 765 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 61 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 38,092 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 1,553 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Liabilities | 13,820 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 85 |
Accrued Liabilities, Fair Value Disclosure | 1,120 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 1,725 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 632 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 18,935 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 19,157 |