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ANNUAL REPORT REPORT Titan Machinery Inc

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ANNUAL REPORT REPORT Titan Machinery Inc 2020 ANNUAL 2020 ANNUAL REPORT REPORT Titan Machinery Inc. ∙ 644 East Beaton Drive ∙ West Fargo, North Dakota www.titanmachinery.com TITAN MACHINERY INC. In fiscal 2020, Titan Machinery marked another year of steady financial progress, achieving top- and bottom-line growth in challenging markets. We experienced extremely wet planting conditions that persisted through a late harvest in the U.S., a trade war with China that worsened already low commodity prices, and an economic pullback in Eastern Europe. Even so, we kept growers and contractors running in their fields and on jobsites with double-digit parts and service growth, knowing that every productive acre and completed projected mattered more than ever. And as the year ended, we were satisfied to have demonstrated our financial sustainability through these demanding conditions. Then, while the last of our domestic corn was still being combined, coronavirus struck. The COVID-19 pandemic has led to unprecedented social and economic uncertainty, and the balance between business strength, employee safety, and community responsibility is being continuously strained as companies adjust to this new reality. We are grateful to be designated as an essential business to keep our customers running in fields and on jobsites across our footprint, and we are taking aggressive actions to slow the spread of the virus to help ease the burden on our local health systems. We were among the first dealer groups to limit public access to our stores to protect employees and customers, and our COVID-19 Task Force is monitoring the coronavirus situation and guidelines across our footprint, and communicating frequently with employees to help keep our stores and communities safe. Even amid this crisis, we remain focused on progress and sustainable growth. I hope you will take a few minutes to read our Statement on Sustainability at ir.titanmachinery.com to better understand how we are continuing to invest in our pillars of People, Environment, and Community. A few examples include: Our ongoing efforts to advance employee safety, growth and development; partnering for sustainable product innovation and advanced precision solutions; reducing LETTER TO SHAREHOLDERS environmental impacts and risks; and bringing the caring capacity of our global company to life in our local communities. And, as with our fourth quarter dealership purchase in Northwood, ND and our recently announced acquisition of the Horizon West dealership group in Nebraska and Wyoming, we continue to evaluate and complete acquisitions that leverage our scale and build on our foundation of efficient operations. Through depressed commodity prices, coronavirus, $20 oil, and what comes next, we will continue to grow responsibly and serve our customers better. With improved farming and jobsite practices, precision technologies, and determination that is their hallmark, our customers will continue to get the work done that we all count on. At Titan Machinery, we support the people who feed and build our world, and they can be confident that we will do what it takes to keep them safe and ensure their success. Have a safe and healthy year. BEST REGARDS, David J. Meyer, Chairman & CEO FinancialHighlights TitanMachineryInc. FinancialHighlights YearsendedJanuary31,2020and2019 (inthousands,exceptpersharedata) SummaryIncomeStatement 2020 2019 Revenue $1,305,171 $1,261,505 CostofRevenue 1,054,353 1,029,917 GrossProfit 250,818 231,588 OperatingExpenses 225,722 201,537 ImpairmentofLong­LivedAssets&RestructuringCosts 3,764 2,570 Income(Loss)fromOperations 21,332 27,481 OtherIncome(Expense) (6,680) (11,327) Income(Loss)BeforeIncomeTaxes 14,652 16,154 Provisionfor(Benefitfrom)IncomeTaxes 699 3,972 NetIncome(Loss) 13,953 12,182 WeightedAverageShares­­­Basic 21,946 21,809 WeightedAverageShares­­­Diluted 21,953 21,816 E.P.S.­­­Basic $0.63 $0.55 E.P.S.­­­Diluted $0.63 $0.55 SummaryBalanceSheet CurrentAssets $727,546 $640,892 IntangibleandOtherAssets 102,235 12,596 PropertyandEquipment 145,562 138,950 TotalAssets $975,343 $792,438 CurrentLiabilities $494,163 $420,452 Long­TermLiabilities 136,076 36,675 TotalLiabilities 630,239 457,127 TotalStockholders'Equity 345,104 335,311 TotalLiabilitiesandStockholders'Equity $975,343 $792,438 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ___________________________________________ FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2020 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 (IRS Employer Incorporation or Organization) Identification No.) 644 East Beaton Drive West Fargo, ND 58078-2648 (Address of Principal Executive Offices) (701) 356-0130 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.00001 par value per share TITN The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None ___________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of our common stock held by non-affiliates as of July 31, 2019 was approximately $386.4 million (based on the last sale price of $20.74 per share on such date as reported on the NASDAQ Global Select Market). The number of shares outstanding of the registrant's common stock as of March 31, 2020 was 22,335,152 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement for the registrant's 2020 Annual Meeting of Stockholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this report. Table of Contents Page No. PART I Item 1. Business . 1 Item 1A. Risk Factors . 9 Item 1B. Unresolved Staff Comments . 17 Item 2. Properties . 17 Item 3. Legal Proceedings . 18 Item 4. Mine Safety Disclosures. 19 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 19 Item 6. Selected Financial Data . 20 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk . 43 Item 8. Financial Statements and Supplementary Data . 44 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . 90 Item 9A. Controls and Procedures. 90 Item 9B. Other Information. 90 PART III Item 10. Directors, Executive Officers and Corporate Governance. 90 Item 11. Executive Compensation . 90 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . 90 Item 13. Certain Relationships and Related Transactions, and Director Independence. 91 Item 14. Principal Accounting Fees and Services . 91 PART IV Item 15. Exhibits, Financial Statement Schedules . 91 Item 16. Form 10-K Summary . 95 We make available, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, on our website, http://www.titanmachinery.com, as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the Securities and Exchange Commission ("SEC"). We are not including the information on our website as a part of, or incorporating it by reference into, this Form 10-K. i ITEM 1. BUSINESS Our Company Titan Machinery Inc. and its subsidiaries (collectively, "Titan Machinery," the "Company," "we," or "our") own and operate a network of full
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