XNAS:TITN Titan Machinery Inc Quarterly Report 10-Q Filing - 7/31/2012

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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 


 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 31, 2012

Commission File No. 001-33866

 

TITAN MACHINERY INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

No. 45-0357838

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

 

644 East Beaton Drive

West Fargo, ND 58078-2648

(Address of Principal Executive Offices)

 

Registrant’s telephone number (701) 356-0130

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x NO  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES  x NO  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  o

 

Accelerated filer  x

 

 

 

Non-accelerated filer o

 

Smaller reporting company  o

(Do not check if smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES  o NO  x

 

The number of shares outstanding of the registrant’s common stock as of August 31, 2012 was: Common Stock, $0.00001 par value, 21,035,986 shares.

 

 

 



Table of Contents

 

TITAN MACHINERY INC.

QUARTERLY REPORT ON FORM 10-Q

 

Table of Contents

 

 

 

Page No.

PART I.

FINANCIAL INFORMATION

3

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

3

 

 

 

 

Consolidated Balance Sheets as of July 31, 2012 and January 31, 2012

3

 

 

 

 

Consolidated Statements of Operations for the three and six months ended July 31, 2012 and 2011

4

 

 

 

 

Consolidated Statements of Comprehensive Income for the three and six months ended July 31, 2012 and 2011

5

 

 

 

 

Consolidated Statement of Stockholders’ Equity for the six months ended July 31, 2012

6

 

 

 

 

Consolidated Statements of Cash Flows for the six months ended July 31, 2012 and 2011

7

 

 

 

 

Notes to Consolidated Financial Statements

9

 

 

 

ITEM 2.

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

17

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

28

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

28

 

 

 

PART II.

OTHER INFORMATION

28

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

28

 

 

 

ITEM 1A.

RISK FACTORS

28

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

29

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

29

 

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

29

 

 

 

ITEM 5.

OTHER INFORMATION

29

 

 

 

ITEM 6.

EXHIBITS

29

 

 

 

Signatures

30

 

 

Exhibit Index

31

 



Table of Contents

 

PART I. — FINANCIAL INFORMATION

 

ITEM 1.                FINANCIAL STATEMENTS

 

TITAN MACHINERY INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

 

 

 

July 31,

 

January 31,

 

 

 

2012

 

2012

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

126,509

 

$

79,842

 

Receivables, net

 

66,203

 

82,518

 

Inventories

 

938,267

 

748,047

 

Prepaid expenses and other

 

2,972

 

2,108

 

Income taxes receivable

 

 

3,140

 

Deferred income taxes

 

5,147

 

5,370

 

Total current assets

 

1,139,098

 

921,025

 

 

 

 

 

 

 

INTANGIBLES AND OTHER ASSETS

 

 

 

 

 

Noncurrent parts inventories

 

3,469

 

2,792

 

Goodwill

 

29,529

 

24,404

 

Intangible assets, net of accumulated amortization

 

12,631

 

10,793

 

Other

 

7,545

 

2,776

 

Total intangibles and other assets

 

53,174

 

40,765

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net of accumulated depreciation

 

182,534

 

126,282

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

1,374,806

 

$

1,088,072

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

 

$

31,024

 

$

28,424

 

Floorplan notes payable

 

707,459

 

552,428

 

Current maturities of long-term debt

 

4,600

 

4,755

 

Customer deposits

 

12,163

 

49,540

 

Accrued expenses

 

23,263

 

26,735

 

Income taxes payable

 

1,381

 

 

Total current liabilities

 

779,890

 

661,882

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

Senior convertible notes

 

124,132

 

 

Long-term debt, less current maturities

 

61,102

 

57,405

 

Deferred income taxes

 

38,721

 

28,592

 

Other long-term liabilities

 

2,150

 

2,854

 

Total long-term liabilities

 

226,105

 

88,851

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, par value $.00001 per share; authorized - 45,000 shares, issued and outstanding - 21,031 at July 31, 2012 and authorized - 25,000 shares, issued and outstanding - 20,911 at January 31, 2012

 

 

 

Additional paid-in-capital

 

235,336

 

218,156

 

Retained earnings

 

131,057

 

118,251

 

Accumulated other comprehensive loss

 

(894

)

(70

)

Total Titan Machinery Inc. stockholders’ equity

 

365,499

 

336,337

 

Noncontrolling interest

 

3,312

 

1,002

 

Total stockholders’ equity

 

368,811

 

337,339

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,374,806

 

$

1,088,072

 

 

See Notes to Consolidated Financial Statements

 

3



Table of Contents

 

TITAN MACHINERY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

 

 

 

Three Months Ended July 31,

 

Six Months Ended July 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 

 

 

 

 

Equipment

 

$

306,170

 

$

225,283

 

$

628,698

 

$

474,512

 

Parts

 

57,895

 

49,292

 

116,739

 

91,202

 

Service

 

30,466

 

25,395

 

60,218

 

46,359

 

Rental and other

 

15,540

 

10,879

 

26,139

 

16,941

 

TOTAL REVENUE

 

410,071

 

310,849

 

831,794

 

629,014

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE

 

 

 

 

 

 

 

 

 

Equipment

 

279,284

 

204,430

 

571,369

 

427,731

 

Parts

 

40,357

 

34,426

 

81,010

 

64,146

 

Service

 

10,474

 

8,963

 

20,837

 

16,871

 

Rental and other

 

9,592

 

7,179

 

17,805

 

11,612

 

TOTAL COST OF REVENUE

 

339,707

 

254,998

 

691,021

 

520,360

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

70,364

 

55,851

 

140,773

 

108,654

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

56,507

 

44,060

 

111,363

 

83,496

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

13,857

 

11,791

 

29,410

 

25,158

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Interest and other income

 

119

 

267

 

607

 

552

 

Floorplan interest expense

 

(2,420

)

(1,334

)

(5,318

)

(2,496

)

Interest expense other

 

(2,774

)

(341

)

(3,567

)

(616

)

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

8,782

 

10,383

 

21,132

 

22,598

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

(3,477

)

(4,092

)

(8,368

)

(9,039

)

 

 

 

 

 

 

 

 

 

 

NET INCOME INCLUDING NONCONTROLLING INTEREST

 

5,305

 

6,291

 

12,764

 

13,559

 

 

 

 

 

 

 

 

 

 

 

LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

96

 

 

(42

)

 

 

 

 

 

 

 

 

 

 

 

NET INCOME ATTRIBUTABLE TO TITAN MACHINERY INC.

 

$

5,209

 

$

6,291

 

$

12,806

 

$

13,559

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE - NOTE 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE - BASIC

 

$

0.25

 

$

0.31

 

$

0.61

 

$

0.71

 

EARNINGS PER SHARE - DILUTED

 

$

0.25

 

$

0.30

 

$

0.60

 

$

0.69

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES - BASIC

 

20,781

 

20,237

 

20,752

 

19,009

 

WEIGHTED AVERAGE SHARES - DILUTED

 

21,000

 

20,617

 

20,981

 

19,392

 

 

See Notes to Consolidated Financial Statements

 

4



Table of Contents

 

TITAN MACHINERY INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)

 

 

 

Three Months Ended July 31,

 

Six Months Ended July 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

NET INCOME INCLUDING NONCONTROLLING INTEREST

 

$

5,305

 

$

6,291

 

$

12,764

 

$

13,559

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE LOSS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

(1,185

)

 

(936

)

 

 

 

 

 

 

 

 

 

 

 

TOTAL OTHER COMPREHENSIVE LOSS

 

(1,185

)

 

(936

)

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME

 

4,120

 

6,291

 

11,828

 

13,559

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

(83

)

 

(154

)

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME ATTRIBUTABLE TO TITAN MACHINERY INC.

 

$

4,203

 

$

6,291

 

$

11,982

 

$

13,559

 

 

See Notes to Consolidated Financial Statements

 

5



Table of Contents

 

TITAN MACHINERY INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

Total Titan

 

 

 

 

 

 

 

Common Stock

 

Additional

 

 

 

Other

 

Machinery Inc.

 

 

 

Total

 

 

 

Shares

 

 

 

Paid-In

 

Retained

 

Comprehensive

 

Stockholders’

 

Noncontrolling

 

Stockholders'

 

 

 

Outstanding

 

Amount

 

Capital

 

Earnings

 

Loss

 

Equity

 

Interest

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, JANUARY 31, 2012

 

20,911

 

$

 

$

218,156

 

$

118,251

 

$

(70

)

$

336,337

 

$

1,002

 

$

337,339

 

Senior convertible notes offering

 

 

 

15,501

 

 

 

15,501

 

 

15,501

 

Common stock issued on grant of restricted stock, exercise of stock options and warrants, and tax benefits of equity awards

 

120

 

 

915

 

 

 

915

 

 

915

 

Issuance of subsidiary shares to noncontrolling interest holders

 

 

 

 

 

 

 

2,464

 

2,464

 

Stock-based compensation expense

 

 

 

764

 

 

 

764

 

 

764

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

12,806

 

 

12,806

 

(42

)

12,764

 

Other comprehensive loss

 

 

 

 

 

(824

)

(824

)

(112

)

(936

)

Total comprehensive income (loss)

 

 

 

 

 

 

11,982

 

(154

)

11,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, JULY 31, 2012

 

21,031

 

$

 

$

235,336

 

$

131,057

 

$

(894

)

$

365,499

 

$

3,312

 

$

368,811

 

 

See Notes to Consolidated Financial Statements

 

6



Table of Contents

 

TITAN MACHINERY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

 

 

Six Months Ended July 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

Net income including noncontrolling interest

 

$

12,764

 

$

13,559

 

Adjustments to reconcile net income to net cash used for operating activities

 

 

 

 

 

Depreciation and amortization

 

10,214

 

6,053

 

Deferred income taxes

 

14

 

148

 

Stock-based compensation expense

 

764

 

640

 

Noncash interest expense

 

1,279

 

125

 

Other, net

 

192

 

43

 

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

 

 

 

 

 

Receivables, prepaid expenses and other assets

 

17,694

 

(5,325

)

Inventories

 

(94,471

)

(99,638

)

Floorplan notes payable

 

(1,508

)

3,718

 

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

 

(44,814

)

5,979

 

Income taxes

 

4,524

 

(2,167

)

 

 

 

 

 

 

NET CASH USED FOR OPERATING ACTIVITIES

 

(93,348

)

(76,865

)

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Rental fleet purchases

 

(16,512

)

(824

)

Property and equipment purchases (excluding rental fleet)

 

(7,722

)

(7,700

)

Net proceeds from sale of property and equipment

 

934

 

642

 

Purchase of equipment dealerships, net of cash acquired

 

(16,175

)

(27,121

)

Other, net

 

9

 

6

 

 

 

 

 

 

 

NET CASH USED FOR INVESTING ACTIVITIES

 

(39,466

)

(34,997

)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Proceeds from senior convertible notes offering, net of direct issuance costs of $4,753

 

145,247

 

 

Proceeds from follow-on offering of common stock, net of underwriting discount of $4,166 and other direct costs of $286

 

 

74,898

 

Net change in non-manufacturer floorplan notes payable

 

55,037

 

74,217

 

Proceeds from long-term debt borrowings

 

27,728

 

 

Principal payments on long-term debt

 

(49,952

)

(11,628

)

Proceeds from sale of subsidiary shares to noncontrolling interest holders

 

2,464

 

 

Other, net

 

(333

)

457

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

180,191

 

137,944

 

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

 

(710

)

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

46,667

 

26,082

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

79,842

 

76,112

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

126,509

 

$

102,194

 

 

See Notes to Consolidated Financial Statements

 

7



Table of Contents

 

TITAN MACHINERY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Page - 2

(in thousands)

 

 

 

Six Months Ended July 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

Cash paid during the period

 

 

 

 

 

Income taxes, net of refunds

 

$

3,479

 

$

10,883

 

 

 

 

 

 

 

Interest

 

$

6,324

 

$

2,850

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

Property and equipment financed with long-term debt

 

$

25,785

 

$

2,434

 

 

 

 

 

 

 

Net transfer of assets to property and equipment from inventories

 

$

14,387

 

$

20,335

 

 

 

 

 

 

 

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

 

$

 

$

1,696

 

 

See Notes to Consolidated Financial Statements

 

8



Table of Contents

 

TITAN MACHINERY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 -      BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“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 and Construction customers. Therefore, operating results for the six-month period ended July 31, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2013. The information contained in the balance sheet as of January 31, 2012 was derived from the audited financial statements for the Company for the year then ended. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended January 31, 2012 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 stores in the United States and Europe. The Company’s North American stores are located in North Dakota, South Dakota, Minnesota, Iowa, Nebraska, Montana, Wyoming, Wisconsin and Colorado, and its European stores are located in Romania and Bulgaria.

 

Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, particularly related to realization of inventory, initial valuation and impairment analyses of intangible assets, and income taxes.

 

Principles of Consolidation

 

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

 

Fair Value of Financial Instruments

 

The carrying amount of cash, receivables, payables, short-term debt and other current liabilities approximates fair value because of the short maturity and/or frequent repricing of those instruments. Based upon current borrowing rates with similar maturities of our long-term debt instruments, the carrying value of the long-term debt approximates the fair value as of July 31, 2012 and January 31, 2012. As of July 31, 2012, the fair value of our senior convertible notes was approximately $147.8 million versus a carrying value of approximately $124.1 million. Fair value of the senior convertible notes was estimated based on quoted market prices for these instruments.

 

9



Table of Contents

 

Recent Accounting Guidance

 

In July 2012, the FASB amended authoritative guidance on impairment testing for indefinite-lived intangible assets, codified in ASC 350, Intangibles - Goodwill and Other. The amended guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired. If an entity determines that the fair value of the indefinite-lived intangible asset is not more likely than not impaired, then the entity is not required to perform a quantitative assessment. However, if an entity concludes that the fair value of an indefinite-lived intangible asset is more likely than not impaired, it is required to perform the impairment test by comparing the fair value with the carrying amount. An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. The guidance is effective for the interim and annual periods beginning after September 15, 2012, with early adoption permitted. The Company adopted this guidance on July 31, 2012. Its adoption did not have a material effect on the Company’s consolidated financial statements.

 

Earnings Per Share

 

The Company uses the two-class method to calculate basic and diluted earnings per share. 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 earnings per share were computed by dividing net income attributable to Titan Machinery Inc. after allocation of income to participating securities by the weighted-average number of shares of common stock outstanding during the year.

 

Diluted earnings per share were computed by dividing net income attributable to Titan Machinery Inc. after allocation of 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 earnings per share. There were 10,000 stock options outstanding that were excluded from the computation of diluted earnings per share for the three and six months ended July 31, 2012, respectively, because they were anti-dilutive. There were no stock options outstanding as of July 31, 2011 that were anti-dilutive.

 

The following table sets forth the calculation of basic and diluted earnings per share:

 

 

 

Three Months Ended July 31,

 

Six Months Ended July 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(in thousands, except per share data)

 

Numerator

 

 

 

 

 

 

 

 

 

Net income attributable to Titan Machinery Inc.

 

$

5,209

 

$

6,291

 

$

12,806

 

$

13,559

 

Net income allocated to participating securities

 

(54

)

(56

)

(125

)

(124

)

Net income attributable to Titan Machinery Inc.

 

 

 

 

 

 

 

 

 

common stockholders

 

$

5,155

 

$

6,235

 

$

12,681

 

$

13,435

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

Basic weighted-average common shares outstanding

 

20,781

 

20,237

 

20,752

 

19,009

 

Plus: Incremental shares from assumed conversions

 

 

 

 

 

 

 

 

 

Warrants

 

19

 

30

 

24

 

30

 

Stock options

 

200

 

350

 

205

 

353

 

Diluted weighted-average common shares outstanding

 

21,000

 

20,617

 

20,981

 

19,392

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - basic

 

$

0.25

 

$

0.31

 

$

0.61

 

$

0.71

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - diluted

 

$

0.25

 

$

0.30

 

$

0.60

 

$

0.69

 

 

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NOTE 2 -                     INVENTORIES

 

 

 

July 31,

 

January 31,

 

 

 

2012

 

2012

 

 

 

(in thousands)

 

New equipment

 

$

626,404

 

$

445,513

 

Used equipment

 

211,861

 

219,849

 

Parts and attachments

 

91,429

 

76,073

 

Work in process

 

8,573

 

6,612

 

 

 

 

 

 

 

 

 

$

938,267

 

$

748,047

 

 

In addition to the above amounts, the Company has estimated that a portion of its parts inventory will not be sold in the next year.  Accordingly, these balances have been classified as noncurrent assets.

 

NOTE 3 -                     PROPERTY AND EQUIPMENT

 

 

 

July 31,

 

January 31,

 

 

 

2012

 

2012

 

 

 

(in thousands)

 

Rental fleet equipment

 

$

105,930

 

$

62,440

 

Machinery and equipment

 

19,073

 

17,562

 

Vehicles

 

31,290

 

28,277

 

Furniture and fixtures

 

23,357

 

19,097

 

Land, buildings, and leasehold improvements

 

47,576

 

34,705

 

 

 

 

 

 

 

 

 

$

227,226

 

$

162,081

 

Less accumulated depreciation

 

(44,692

)

(35,799

)

 

 

 

 

 

 

 

 

$

182,534

 

$

126,282

 

 

NOTE 4 -                     LINES OF CREDIT / FLOORPLAN NOTES PAYABLE

 

Operating Line of Credit

 

As of July 31, 2012, the Company had a $75.0 million working capital line of credit under a credit agreement with a group of banks led by Wells Fargo Bank, National Association (“Wells Fargo”). The Company had $41.3 million and $33.9 million outstanding on its operating line of credit as of July 31, 2012 and January 31, 2012, respectively. Amounts outstanding are recorded as long-term debt, within long-term liabilities on the consolidated balance sheets, as the Company does not have the intention or obligation to repay amounts borrowed within one year.

 

Floorplan Lines of Credit

 

As of July 31, 2012, the Company had discretionary floorplan lines of credit for equipment purchases totaling approximately $800.0 million with various lending institutions, including $300.0 million under the aforementioned credit agreement with Wells Fargo, a $350.0 million credit agreement with CNH Capital America LLC (“CNH Capital”) and a $150.0 million credit agreement with Agricredit Acceptance LLC. Floorplan notes payable relating to these credit agreements totaled approximately $614.7 million of the total floorplan notes payable balance of $707.5 million outstanding as of July 31, 2012 and $505.6 million of the total floorplan notes payable balance of $552.4 million outstanding as of January 31, 2012. As of July 31, 2012, the Company had approximately $162.0 million in available borrowings remaining under these lines of credit (net of standby letters of credit under the aforementioned Wells Fargo credit agreement and rental fleet financing and other acquisition-related financing arrangements under the CNH Capital credit agreement). These floorplan notes carried

 

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various interest rates primarily ranging from 2.25% to 7.25% as of July 31, 2012, subject to interest-free periods offered by CNH Capital. As of July 31, 2012, the Company was in compliance with all floorplan financial covenants.

 

NOTE 5 -                     SENIOR CONVERTIBLE NOTES

 

On April 24, 2012, the Company issued through a private offering $150 million of 3.75% Senior Convertible Notes (the “Convertible Notes”). The Convertible Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2012. The Convertible Notes mature on May 1, 2019, unless earlier purchased by the Company, redeemed or converted.

 

The Convertible Notes are unsecured and unsubordinated obligations; rank equal in right of payment to our existing and future unsecured indebtedness that is not subordinated; are effectively subordinated in right of payment to our existing and future secured indebtedness; and are structurally subordinated to all existing and future indebtedness and liabilities of our subsidiaries.

 

The Convertible Notes are initially convertible into our common stock at a conversion rate of 23.1626 shares of common stock per $1,000 principal amount of convertible notes, representing an initial effective conversion price of $43.17 per share of common stock. The conversion rate may be subject to adjustment upon the occurrence of certain specified events as defined in the indenture governing the Convertible Notes, dated April 24, 2012 between the Company and Wells Fargo Bank, National Association, as trustee (the “Indenture”), but will not be adjusted for accrued but unpaid interest. Upon conversion of a note, the Company will settle the conversion obligation in cash up to the aggregate principal amount of the notes being converted, and any conversion obligation in excess thereof will be settled in cash, shares of our common stock, or a combination thereof, at our election, subject to certain limitations as defined in the Indenture.

 

Holders of the Convertible Notes may convert their notes at the applicable conversion rate under the following circumstances:

 

i.                                          During any fiscal quarter commencing after July 31, 2012, if for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of our common stock on such trading day is greater than or equal to 120% of the applicable conversion price on such trading day.

 

ii.                                       During the five consecutive business day period immediately following any five consecutive trading day period in which, for each trading day of that period, the trading price per $1,000 principal amount of the Convertible Notes is less than 98% of the product of the last reported sale price of our common stock on such trading day and the applicable conversion rate on such trading day.

 

iii.                                    If we call any or all of the Convertible Notes for redemption at any time prior to the close of business on the business day immediately preceding the redemption date.

 

iv.                                   Upon the occurrence of corporate transactions specified in the Indenture.

 

v.                                      At any time on and after February 1, 2019 until the close of business on the business day immediately preceding the maturity date.

 

Holders of the Convertible Notes who convert their Convertible Notes in connection with a make-whole fundamental change, as defined in the Indenture, may be entitled to a make-whole premium in the form of an increase to the conversion rate. In addition, upon the occurrence of a fundamental change, as defined in the Indenture, holders of the Convertible Notes may require us to purchase all or a portion of their notes for cash at a price equal to 100% of the principal amount of the Convertible Notes to be purchased plus any accrued but unpaid interest.

 

The number of shares we may deliver upon conversion of the Convertible Notes will be subject to certain limitations, and we are subject to certain other obligations and restrictions related to such share caps, as described in the Indenture. On or after May 6, 2015, we may redeem for cash all or a portion of the Convertible Notes if the last reported sale price of our common stock has been at least 120% of the conversion price then in effect for at least 20 trading days (whether or not

 

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consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption.

 

The Indenture provides for customary events of default, including, but not limited to, cross acceleration to certain other indebtedness of the Company and its subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Convertible Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs or is continuing, the trustee or holders of at least 25% in aggregate principal amount of the then outstanding Convertible Notes may declare all of the Convertible Notes to be due and payable immediately.

 

In accounting for the Convertible Notes, we segregated the liability component of the instrument from the equity component. The liability component was measured by estimating the fair value of a non-convertible debt instrument that is similar in its terms to the Convertible Notes. Fair value was estimated through discounting future interest and principal payments, an income approach, due under the Convertible Notes at a discount rate of 7.00%, an interest rate equal to the estimated borrowing rate for similar non-convertible debt. The excess of the aggregate face value of the Convertible Notes over the estimated fair value of the liability component is recognized as a debt discount which will be amortized over the expected life of the Convertible Notes using the effective interest rate method. Amortization of the debt discount is recognized as non-cash interest expense.

 

The equity component of the Convertible Notes is measured as the residual difference between the aggregate face value of the Convertible Notes and the estimated aggregate fair value of the liability component. The equity component will not be remeasured in subsequent periods provided that the component continues to meet the conditions necessary for equity classification.

 

The transaction costs incurred in connection with the issuance of the Convertible Notes were allocated to the liability and equity components based on their relative values. Transaction costs allocated to the liability component are being amortized using the effective interest rate method and recognized as non-cash interest expense over the expected term of the Convertible Notes. Transaction costs allocated to the equity component reduced the value of the equity component recognized in stockholders’ equity.

 

Proceeds upon issuance of the Convertible Notes were as follows:

 

 

 

April 24,

 

 

 

2012

 

 

 

(in thousands)

 

Principal value

 

$

150,000

 

Less: transaction costs

 

(4,753

)

Net proceeds, senior convertible notes

 

$

145,247

 

 

 

 

 

Amounts recognized at issuance:

 

 

 

Senior convertible notes, net

 

$

123,319

 

Additional paid-in capital

 

15,501

 

Transaction costs allocated to the liability component

 

(3,907

)

Long-term deferred tax liability

 

10,334

 

Net proceeds, senior convertible notes

 

$

145,247

 

 

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As of July 31, 2012, the Convertible Notes consisted of the following:

 

 

 

July 31,

 

 

 

2012

 

 

 

(in thousands except

 

 

 

conversion rate

 

 

 

and conversion price)

 

Principal value

 

$

150,000

 

Unamortized debt discount

 

(25,868

)

Carrying value of senior convertible notes

 

$

124,132

 

 

 

 

 

Carrying value of equity component, net of deferred taxes

 

$

15,501

 

 

 

 

 

Conversion rate (shares of common stock per $1,000 principal amount of notes)

 

23.1626

 

Conversion price (per share of common stock)

 

$

43.17

 

 

As of July 31, 2012, the unamortized debt discount will be amortized over a seven-year period. The if-converted value as of July 31, 2012 does not exceed the principal balance of the Convertible Notes. For the period ended July 31, 2012, the Company recognized coupon interest expense of $1.5 million, and non-cash interest expense of $0.8 million related to the amortization of the debt discount and $0.1 million related to the amortization of the liability-allocated transaction costs. The effective interest rate of the liability component for the period ended July 31, 2012 was equal to 7.00%.

 

NOTE 6 -                     BUSINESS COMBINATIONS

 

The Company continued to implement its strategy of consolidating dealerships in desired market areas. Below is a summary of the acquisitions completed for the six months ended July 31, 2012.  In certain of the business combination transactions the Company recognized goodwill. Factors contributing to the recognition of goodwill include an evaluation of future and historical financial performance, the value of the workforce acquired and proximity to other existing and future planned Company locations. Pro forma results are not presented as the acquisitions are not considered material, individually or in aggregate, to the Company. The results of operations have been included in the Company’s consolidated results of operations since the date of each respective business combination.

 

On February 27, 2012, the Company acquired certain assets of the Colorado division of Adobe Truck & Equipment, LLC. The acquired entity consisted of three construction equipment stores in Denver, Colorado Springs, and Loveland, Colorado. The acquisition establishes the Company’s first construction equipment stores in Colorado and allows the Company to have the exclusive Case Construction contract for all of Colorado east of the Rocky Mountains. The acquisition-date fair value of the total consideration transferred for the stores was $3.4 million.

 

On March 5, 2012, the Company acquired, through its subsidiary, Titan Machinery Bulgaria AD, certain assets of Rimex 1-Holding EAD. The acquired entity consisted of seven agricultural equipment stores in the following cities in Bulgaria: Sofia, Dobrich, Burgas, Pleven, Ruse, Montana, and Stara Zagora. The acquisition expands the Company’s operations in Europe and provides a significant opportunity to leverage its domestic operating model and dealership experience into an additional growth platform. The acquisition-date fair value of the total consideration transferred for the stores was $2.6 million. Subsequent to the acquisition, Titan Machinery Bulgaria AD issued a 30% ownership interest to the former owner of the acquired entity for $2.5 million. The 30% ownership interest is included in the consolidated financial statements as a noncontrolling interest.

 

On March 30, 2012, the Company acquired certain assets of Haberer’s Implement, Inc. The acquired entity consisted of one agricultural equipment store in Bowdle, South Dakota which is contiguous to the Company’s existing locations in Aberdeen, Redfield and Highmore, South Dakota and Wishek, North Dakota. The acquisition-date fair value of the total consideration transferred for the store was $1.2 million.

 

On April 2, 2012, the Company acquired certain assets of East Helena Rental, LLC. The acquired entity consisted of one construction equipment rental store in Helena, Montana which is contiguous to the Company’s existing locations in

 

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Missoula, Great Falls, Bozeman and Big Sky, Montana. The acquisition-date fair value of the total consideration transferred for the store was $0.6 million.

 

On July 2, 2012, the Company acquired certain assets of Curly Olney’s, Inc. The acquired entity consisted of two agricultural equipment stores in McCook and Imperial, Nebraska and expands the Company’s agriculture presence in Nebraska. The acquisition-date fair value of the total consideration transferred for the stores was $5.5 million.

 

During the six months ended July 31, 2012, adjustments were recorded for additional consideration of $3.3 million earned and paid pursuant to a business combination accounted for under the purchase method of accounting which required that additional consideration be recognized once all contingencies have been resolved and that such consideration be included as an additional cost of the entity and therefore recognized as goodwill. This additional consideration resulted in a net increase in goodwill for the Agriculture segment of $3.3 million, and was the final payment under this agreement.

 

The allocations of the purchase prices in the above business combinations are presented in the following table. The estimated fair values of the intangible assets acquired are provisional estimates which are subject to change upon completion of the final valuation.

 

 

 

July 31,

 

 

 

2012

 

 

 

(in thousands)

 

Cash

 

$

1

 

Receivables

 

2,200

 

Inventories

 

17,281

 

Prepaid expenses and other

 

352

 

Property and equipment

 

2,676

 

Intangible assets

 

2,255

 

Goodwill

 

5,150

 

 

 

 

 

 

 

$

29,915

 

 

 

 

 

Accounts payable

 

$

3,094

 

Floorplan notes payable

 

7,572

 

Customer deposits

 

1,473

 

Accrued expenses

 

6

 

 

 

 

 

 

 

$

12,145

 

 

 

 

 

Cash consideration

 

16,176

 

Non-cash consideration: liabilities incurred

 

1,594

 

Total consideration

 

$

17,770

 

 

 

 

 

Goodwill related to the Agriculture operating segment

 

$

3,785

 

Goodwill related to the Construction operating segment

 

$

1,365

 

 

 

 

 

Goodwill expected to be deductible for tax purposes

 

$

5,150

 

 

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NOTE 7 -                     SEGMENT INFORMATION AND OPERATING RESULTS

 

Revenue, income before income taxes and total assets at the segment level are reported before eliminations. The Company retains various unallocated income/(expense) items and assets at the general corporate level, which the Company refers to as “Shared Resources” in the table below. Shared Resources assets primarily consist of cash and property and equipment. Intersegment revenue is immaterial.

 

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,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(in thousands)

 

(in thousands)

 

Revenue

 

 

 

 

 

 

 

 

 

Agriculture

 

$

336,495

 

$

266,353

 

$

696,630

 

$

553,331

 

Construction

 

95,268

 

59,821

 

176,876

 

103,960

 

Segment revenue

 

431,763

 

326,174

 

873,506

 

657,291

 

Eliminations

 

(21,692

)

(15,325

)

(41,712

)

(28,277

)

Total

 

$

410,071

 

$

310,849

 

$

831,794

 

$

629,014

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes

 

 

 

 

 

 

 

 

 

Agriculture

 

$

10,573

 

$

10,937

 

$

24,911

 

$

23,896

 

Construction

 

628

 

576

 

248

 

1,228

 

Segment income before income taxes

 

11,201

 

11,513

 

25,159

 

25,124

 

Shared Resources

 

(1,751

)

(887

)

(2,503

)

(2,014

)

Eliminations

 

(668

)

(243

)

(1,524

)

(512

)

Income before income taxes

 

$

8,782

 

$

10,383

 

$

21,132

 

$

22,598

 

 

 

 

July 31,

 

January 31,

 

 

 

2012

 

2012

 

 

 

(in thousands)

 

Total Assets

 

 

 

 

 

Agriculture

 

$

810,479

 

$

781,098

 

Construction

 

351,832

 

250,474

 

Segment assets

 

1,162,311

 

1,031,572

 

Shared Resources

 

215,208

 

57,882

 

Eliminations

 

(2,713

)

(1,382

)

Total

 

$

1,374,806

 

$

1,088,072

 

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our interim unaudited consolidated financial statements and related notes included in Item 1 of Part 1 of this Quarterly Report, and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended January 31, 2012.

 

Critical Accounting Policies

 

There have been no material changes in our Critical Accounting Policies, as disclosed in our Annual Report on Form 10-K for the year ended January 31, 2012.

 

Overview

 

We own and operate a network of full service agricultural and construction equipment stores in the United States and Europe. Based upon information provided to us by CNH Global N.V. or its U.S. subsidiary CNH America, LLC, we are the largest retail dealer of Case IH Agriculture equipment in the world, the largest retail dealer of Case Construction equipment in North America and a major retail dealer of New Holland Agriculture and New Holland Construction equipment in the U.S. We operate our business through two reportable segments, Agriculture and Construction. Within each segment, we have four principal sources of revenue, new and used equipment sales, parts sales, service, and equipment rental and other activities.

 

Our net income attributable to Titan Machinery Inc. common stockholders was $5.2 million, or $0.25 per diluted share, for the three months ended July 31, 2012, compared to $6.2 million, or $0.30 per diluted share, for the three months ended July 31, 2011. Significant factors impacting the quarterly comparisons were:

 

·                  Increase in revenue due to acquisitions and same-store sales growth in both our Agriculture and Construction segments. The revenue increase in the Construction segment primarily resulted from a growing construction equipment market in the region in which we do business and growth in the rental business reflecting our initiative to expand this growth platform;

 

·                  Increase in total gross profit primarily due to increased revenue, partially offset by a decrease in equipment gross profit margin which was primarily due to competitive Agriculture and Construction equipment retail environments in the regions in which we operate and softening of Agriculture customer demand in the near-term as a result of regional drought conditions; and

 

·                  Increase in floorplan interest expense due to the increase in floorplan notes payable and an increase in interest expense other primarily due to the issuance of our Senior Convertible Notes in April 2012.

 

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Results of Operations

 

Comparative financial data for each of our four sources of revenue are expressed below. The results for these periods include the operating results of the acquisitions made during these periods. The period-to-period comparisons included below are not necessarily indicative of future results. Segment information is provided later in this discussion and analysis of our results of operations.

 

 

 

Three Months Ended July 31,

 

Percent

 

Six Months Ended July 31,

 

Percent

 

 

 

2012

 

2011

 

Change

 

2012

 

2011

 

Change

 

 

 

(dollars in thousands)

 

 

 

(dollars in thousands)

 

 

 

Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

306,170

 

$

225,283

 

35.9

%

$

628,698

 

$

474,512

 

32.5

%

Cost of revenue

 

279,284

 

204,430

 

36.6

%

571,369

 

427,731

 

33.6

%

Gross profit

 

$

26,886

 

$

20,853

 

28.9

%

$

57,329

 

$

46,781

 

22.5

%

Gross profit margin

 

8.8

%

9.3

%

(0.5

)%

9.1

%

9.9

%

(0.8

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parts

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

57,895

 

$

49,292

 

17.5

%

$

116,739

 

$

91,202

 

28.0

%

Cost of revenue

 

40,357

 

34,426

 

17.2

%

81,010

 

64,146

 

26.3

%

Gross profit

 

$

17,538

 

$

14,866

 

18.0

%

$

35,729

 

$

27,056

 

32.1

%

Gross profit margin

 

30.3

%

30.2

%

0.1

%

30.6

%

29.7

%

0.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

30,466

 

$

25,395

 

20.0

%

$

60,218

 

$

46,359

 

29.9

%

Cost of revenue

 

10,474

 

8,963

 

16.9

%

20,837

 

16,871

 

23.5

%

Gross profit

 

$

19,992

 

$

16,432

 

21.7

%

$

39,381

 

$

29,488

 

33.5

%

Gross profit margin

 

65.6

%

64.7

%

0.9

%

65.4

%

63.6

%

1.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental and other

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

15,540

 

$

10,879

 

42.8

%

$

26,139

 

$

16,941

 

54.3

%

Cost of revenue

 

9,592

 

7,179

 

33.6

%

17,805

 

11,612

 

53.3

%

Gross profit

 

$

5,948

 

$

3,700

 

60.8

%

$

8,334

 

$

5,329

 

56.4

%

Gross profit margin

 

38.3

%

34.0

%

4.3

%

31.9

%

31.5

%

0.4

%

 

18



Table of Contents

 

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

 

 

 

Three Months Ended July 31,

 

Six Months Ended July 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Equipment

 

74.7

%

72.5

%

75.6

%

75.4

%

Parts

 

14.1

%

15.9

%

14.0

%

14.5

%

Service

 

7.4

%

8.1

%

7.2

%

7.4

%

Rental and other

 

3.8

%

3.5

%

3.2

%

2.7

%

Total revenue

 

100.0

%

100.0

%

100.0

%

100.0

%

Total cost of revenue

 

82.8

%

82.0

%

83.1

%

82.7

%

Gross profit

 

17.2

%

18.0

%

16.9

%

17.3

%

Operating expenses

 

13.8

%

14.2

%

13.4

%

13.3

%

Income from operations

 

3.4

%

3.8

%

3.5

%

4.0

%

Other income (expense)

 

(1.3

)%

(0.5

)%

(1.0

)%

(0.4

)%

Income before income taxes

 

2.1

%

3.3

%

2.5

%

3.6

%

Provision for income taxes

 

(0.8

)%

(1.3

)%

(1.0

)%

(1.4

)%

Net income including noncontrolling interest

 

1.3

%

2.0

%

1.5

%

2.2

%

Less: net income (loss) attributable to noncontrolling interest

 

0.0

%

0.0

%

0.0

%

0.0

%

Net income attributable to Titan Machinery Inc.

 

1.3

%

2.0

%

1.5

%

2.2

%

 

Three Months Ended July 31, 2012 Compared to Three Months Ended July 31, 2011

 

Consolidated Results

 

Revenue  

 

 

 

Three Months Ended July 31,

 

 

 

Percent

 

 

 

2012

 

2011

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

Equipment

 

$

306,170

 

$

225,283

 

$

80,887

 

35.9

%

Parts

 

57,895

 

49,292

 

8,603

 

17.5

%

Service

 

30,466

 

25,395

 

5,071

 

20.0

%

Rental and other

 

15,540

 

10,879

 

4,661

 

42.8

%

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

$

410,071

 

$

310,849

 

$

99,222

 

31.9

%

 

The increase in revenue for the second quarter of fiscal 2013, as compared to the same period last year, was due to acquisitions contributing $55.5 million and same-store sales growth contributing $43.7 million to current period revenue. This revenue growth was across all revenue sources and in both our Agriculture and Construction segments. The increase in the Construction segment primarily resulted from a growing construction market in the region in which we do business, and growth in the rental business in our Construction segment. The increase in our rental business reflects our initiative to expand this growth platform through strategic acquisitions, new store openings, and an increase in the size of our rental fleet.

 

19



Table of Contents

 

Gross Profit

 

 

 

Three Months Ended July 31,

 

Increase/

 

Percent

 

 

 

2012

 

2011

 

(Decrease)

 

Change

 

 

 

(dollars in thousands)

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

 

Equipment

 

$

26,886

 

$

20,853

 

$

6,033

 

28.9

%

Parts

 

17,538

 

14,866

 

2,672

 

18.0

%

Service

 

19,992

 

16,432

 

3,560

 

21.7

%

Rental and other

 

5,948

 

3,700

 

2,248

 

60.8

%

 

 

 

 

 

 

 

 

 

 

Total Gross Profit

 

$

70,364

 

$

55,851

 

$

14,513

 

26.0

%

 

 

 

 

 

 

 

 

 

 

Gross Profit Margin

 

 

 

 

 

 

 

 

 

Equipment

 

8.8

%

9.3

%

(0.5

)%

(5.4

)%

Parts

 

30.3

%

30.2

%

0.1

%

0.3

%

Service

 

65.6

%

64.7

%

0.9

%

1.4

%

Rental and other

 

38.3

%

34.0

%

4.3

%

12.6

%

 

 

 

 

 

 

 

 

 

 

Total Gross Profit Margin

 

17.2

%

18.0

%

(0.8

)%

(4.4

)%

 

 

 

 

 

 

 

 

 

 

Gross Profit Mix

 

 

 

 

 

 

 

 

 

Equipment

 

38.2

%

37.3

%

0.9

%

2.4

%

Parts

 

24.9

%

26.6

%

(1.7

)%

(6.4

)%

Service

 

28.4

%

29.5

%

(1.1

)%

(3.7

)%

Rental and other

 

8.5

%

6.6

%

1.9

%

28.8

%

 

 

 

 

 

 

 

 

 

 

Total Gross Profit Mix

 

100.0

%

100.0

%

 

 

 

 

 

The $14.5 million increase in gross profit for the second quarter of fiscal 2013, as compared to the same period last year, was primarily due to increased revenue. Acquisitions contributed $9.0 million to the increase in gross profit for the second quarter of fiscal 2013, while increases in same-store gross profit contributed the remaining $5.5 million. The decrease in gross profit margin from 18.0% for the second quarter of fiscal 2012 to 17.2% for the second quarter of fiscal 2013 was primarily due to the change in the sales mix, in which our parts and service business contributed a smaller percentage of our total gross profit, and a decrease in equipment gross profit margin for the second quarter of fiscal 2013, as compared to the same period last year. The decrease in the gross profit margin on equipment was primarily due to competitive Agriculture and Construction equipment retail environments in the regions in which we operate. Agriculture customer demand has also softened in the near-term as a result of regional drought conditions. Due to these factors, we were able to maintain sales activity but experienced a compression in our overall equipment margins and in particular our used equipment margins.

 

Operating Expenses

 

 

 

Three Months Ended July 31,

 

Increase/

 

Percent

 

 

 

2012

 

2011

 

(Decrease)

 

Change

 

 

 

(dollars in thousands)

 

 

 

Operating expenses

 

$

56,507

 

$

44,060

 

$

12,447

 

28.3

%

Operating expenses as a percentage of revenue