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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 October 31, 2011

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 November 30, 2011 was: Common Stock, $0.00001 par value, 20,785,215 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 October 31, 2011 and January 31, 2011

3

 

 

 

 

Consolidated Statements of Operations for the three and nine months ended October 31, 2011 and 2010

4

 

 

 

 

Consolidated Statement of Stockholders’ Equity for the nine months ended October 31, 2011

5

 

 

 

 

Consolidated Statements of Cash Flows for the nine months ended October 31, 2011 and 2010

6

 

 

 

 

Notes to Consolidated Financial Statements

8

 

 

 

ITEM 2.

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

15

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

27

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

27

 

 

 

PART II.

OTHER INFORMATION

27

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

27

 

 

 

ITEM 1A.

RISK FACTORS

27

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

28

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

28

 

 

 

ITEM 4.

(REMOVED AND RESERVED)

28

 

 

 

ITEM 5.

OTHER INFORMATION

28

 

 

 

ITEM 6.

EXHIBITS

28

 

 

 

Signatures

 

29

 

 

 

Exhibit Index

 

30

 

2



Table of Contents

 

PART I. — FINANCIAL INFORMATION

 

ITEM 1.                  FINANCIAL STATEMENTS

 

TITAN MACHINERY INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

 

 

 

October 31,

 

January 31,

 

 

 

2011

 

2011

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

97,890

 

$

76,112

 

Receivables, net

 

52,952

 

44,945

 

Inventories

 

738,345

 

429,844

 

Prepaid expenses and other current assets

 

2,176

 

1,003

 

Deferred income taxes

 

2,880

 

3,247

 

 

 

 

 

 

 

Total current assets

 

894,243

 

555,151

 

 

 

 

 

 

 

INTANGIBLES AND OTHER ASSETS

 

 

 

 

 

Noncurrent parts inventories

 

3,136

 

2,405

 

Goodwill

 

23,164

 

18,391

 

Intangible assets, net of accumulated amortization

 

9,758

 

4,734

 

Other

 

2,787

 

2,793

 

 

 

38,845

 

28,323

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net of accumulated depreciation

 

118,329

 

65,372

 

 

 

 

 

 

 

 

 

$

1,051,417

 

$

648,846

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

 

$

39,091

 

$

15,957

 

Floorplan notes payable

 

576,763

 

320,801

 

Current maturities of long-term debt and short-term advances

 

1,925

 

4,207

 

Customer deposits

 

19,237

 

28,180

 

Accrued expenses

 

22,387

 

16,816

 

Income taxes payable

 

1,471

 

2,093

 

Total current liabilities

 

660,874

 

388,054

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

Long-term debt, less current maturities

 

59,544

 

33,409

 

Deferred income taxes

 

10,249

 

9,012

 

Other long-term liabilities

 

3,419

 

3,814

 

 

 

73,212

 

46,235

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, par value $.00001 per share, authorized - 25,000 shares; issued and outstanding - 20,756 at October 31, 2011 and 17,917 at January 31, 2011

 

 

 

Additional paid-in-capital

 

216,881

 

140,466

 

Retained earnings

 

100,450

 

74,091

 

 

 

317,331

 

214,557

 

 

 

 

 

 

 

 

 

$

1,051,417

 

$

648,846

 

 

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 October 31,

 

Nine Months Ended October 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 

 

 

 

 

Equipment

 

$

312,304

 

$

241,096

 

$

786,816

 

$

544,587

 

Parts

 

64,468

 

42,028

 

155,670

 

111,038

 

Service

 

29,843

 

20,832

 

76,202

 

54,885

 

Rental and other

 

16,345

 

7,351

 

33,286

 

15,920

 

TOTAL REVENUE

 

422,960

 

311,307

 

1,051,974

 

726,430

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE

 

 

 

 

 

 

 

 

 

Equipment

 

283,690

 

221,163

 

711,421

 

496,306

 

Parts

 

44,389

 

29,296

 

108,535

 

78,666

 

Service

 

10,304

 

7,435

 

27,175

 

20,376

 

Rental and other

 

10,580

 

5,435

 

22,192

 

12,613

 

TOTAL COST OF REVENUE

 

348,963

 

263,329

 

869,323

 

607,961

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

73,997

 

47,978

 

182,651

 

118,469

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

50,060

 

32,849

 

133,556

 

91,857

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

23,937

 

15,129

 

49,095

 

26,612

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Interest and other income

 

307

 

207

 

859

 

414

 

Floorplan interest expense

 

(2,625

)

(2,138

)

(5,121

)

(5,850

)

Interest expense other

 

(283

)

(394

)

(899

)

(1,129

)

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

21,336

 

12,804

 

43,934

 

20,047

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

(8,536

)

(5,098

)

(17,575

)

(8,068

)

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

12,800

 

$

7,706

 

$

26,359

 

$

11,979

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE - NOTE 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE - BASIC

 

$

0.62

 

$

0.44

 

$

1.35

 

$

0.68

 

EARNINGS PER SHARE - DILUTED

 

$

0.61

 

$

0.42

 

$

1.31

 

$

0.66

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES - BASIC

 

20,572

 

17,661

 

19,538

 

17,638

 

WEIGHTED AVERAGE SHARES - DILUTED

 

21,073

 

18,161

 

20,081

 

18,100

 

 

See Notes to Consolidated Financial Statements

 

4



Table of Contents

 

TITAN MACHINERY INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands)

 

 

 

Common Stock

 

Additional

 

 

 

 

 

 

 

Shares

 

 

 

Paid-In

 

Retained

 

 

 

 

 

Outstanding

 

Amount

 

Capital

 

Earnings

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, JANUARY 31, 2011

 

17,917

 

$

 

$

140,466

 

$

74,091

 

$

214,557

 

Common stock issued in follow-on offering

 

2,760

 

 

74,898

 

 

74,898

 

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

 

79

 

 

530

 

 

530

 

Stock-based compensation expense

 

 

 

987

 

 

987

 

Net income

 

 

 

 

26,359

 

26,359

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, OCTOBER 31, 2011

 

20,756

 

$

 

$

216,881

 

$

100,450

 

$

317,331

 

 

See Notes to Consolidated Financial Statements

 

5



Table of Contents

 

TITAN MACHINERY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

 

 

Nine Months Ended October 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

26,359

 

$

11,979

 

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

 

 

 

 

 

Depreciation and amortization

 

10,172

 

6,443

 

Deferred income taxes

 

184

 

(19

)

Stock-based compensation expense

 

987

 

860

 

Other

 

249

 

(199

)

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

 

 

 

 

 

Receivables, prepaid expenses and other assets

 

(4,117

)

(12,580

)

Inventories

 

(232,519

)

(57,119

)

Floorplan notes payable

 

8,217

 

2,893

 

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

 

14,638

 

1,724

 

Income taxes

 

(1,012

)

4,707

 

 

 

 

 

 

 

NET CASH USED FOR OPERATING ACTIVITIES

 

(176,842

)

(41,311

)

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Property and equipment purchases

 

(11,702

)

(11,210

)

Net proceeds from sale of equipment

 

3,244

 

719

 

Purchase of equipment dealerships, net of cash purchased

 

(38,607

)

(2,423

)

Other, net

 

(99

)

(293

)

 

 

 

 

 

 

NET CASH USED FOR INVESTING ACTIVITIES

 

(47,164

)

(13,207

)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

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

 

162,698

 

45,179

 

Short-term advances related to customer contracts in transit, net

 

(388

)

(104

)

Proceeds from long-term debt borrowings

 

20,000

 

6,441

 

Principal payments on long-term debt

 

(11,751

)

(7,318

)

Debt issuance costs

 

(203

)

 

Other

 

530

 

137

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

245,784

 

44,335

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

21,778

 

(10,183

)

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

76,112

 

76,185

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

97,890

 

$

66,002

 

 

See Notes to Consolidated Financial Statements

 

6



Table of Contents

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Page — 2

(in thousands)

 

 

 

Nine Months Ended October 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

Cash paid during the period

 

 

 

 

 

Income taxes, net of refunds

 

$

18,191

 

$

3,388

 

 

 

 

 

 

 

Interest

 

$

5,390

 

$

6,965

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

Property and equipment financed with long-term debt

 

$

8,720

 

$

2,504

 

 

 

 

 

 

 

Net transfer of equipment to fixed assets from inventories

 

$

35,721

 

$

2,357

 

 

 

 

 

 

 

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

 

$

1,696

 

$

1,625

 

 

See Notes to Consolidated Financial Statements

 

7



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 nine-month period ended October 31, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2012. The information contained in the balance sheet as of January 31, 2011 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, 2011 as filed with the SEC.

 

Nature of Business

 

Titan Machinery Inc. is engaged in the retail sale, service and rental of agricultural and construction equipment through stores in North Dakota, South Dakota, Minnesota, Iowa, Nebraska, Montana, Wyoming and Wisconsin.

 

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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Transportation Solutions, LLC. 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, the carrying value of the long-term debt approximates the fair value as of October 31, 2011 and January 31, 2011.

 

Exit and Disposal Costs

 

The Company accounts for exit or disposal activities, including store closures, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 420, Exit or Disposal Cost Obligations. Such costs mainly include lease termination costs and employee termination costs. The Company records a liability for the net present value of any remaining lease obligations, net of estimated sublease income, at the date it ceases using the property. Any subsequent adjustments to that liability as a result of lease termination or changes in estimates of sublease income are recorded in the period incurred. The Company records a liability for employee termination costs at the date the termination benefits were first communicated to the employees.

 

8



Table of Contents

 

Upon acquiring ABC Rental & Equipment Sales in the first quarter of fiscal 2012, the Company combined its existing location in Belgrade, Montana into its newly-acquired store in nearby Bozeman, Montana. This was completed in July 2011, with all of the Belgrade operations and employees moving to the Bozeman store location. Thus, the Belgrade store was closed as of July 31, 2011. The exit costs relate to lease termination. Estimated lease termination costs totaling $0.4 million for the Belgrade store and adjustments for a previously closed store are included in operating expenses on the consolidated statements of operations for the nine months ended October 31, 2011.

 

A reconciliation of the beginning and ending liability balance follows:

 

 

 

(in thousands)

 

Balance at January 31, 2011

 

$

207

 

Exit costs incurred and charged to expense

 

386

 

Exit costs paid

 

(105

)

Balance at October 31, 2011

 

$

488

 

 

Recent Accounting Guidance

 

In May 2011, the FASB amended authoritative guidance on fair value measurements, codified in ASC 820, Fair Value Measurements and Disclosures. The amended guidance results in common fair value measurements and disclosure requirements for financial statements reported under GAAP or International Financial Reporting Standards. These amendments clarify the FASB’s intent about the application of existing fair value measurement requirements and change particular principles or requirements for measuring fair value and disclosing information about fair value measurements. The guidance is effective for interim and annual periods beginning after December 15, 2011, and is applied prospectively. The Company is in the process of determining the impact that this guidance will have on the Company’s consolidated financial statements.

 

In June 2011, the FASB amended authoritative guidance on the presentation of comprehensive income, codified in ASC 220, Comprehensive Income. The amended guidance requires the presentation of total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance is applied retrospectively and is effective for interim and annual periods beginning after December 15, 2011, with early adoption permitted. The Company is in the process of determining the impact that this guidance will have on the Company’s consolidated financial statements.

 

In September 2011, the FASB amended authoritative guidance on goodwill impairment testing, 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 a reporting unit is less than its carrying amount. If an entity determines that the fair value of the reporting unit is more likely than not greater than the carrying amount, then the entity is not required to perform a quantitative assessment. However, if an entity concludes that the fair value of a reporting unit is more likely than not less than its carrying amount, it is required to perform the two-step impairment test. The guidance is effective for the interim and annual periods beginning after December 15, 2011, with early adoption permitted. The Company is in the process of determining the impact that this guidance will have on the Company’s consolidated financial statements.

 

9



Table of Contents

 

Earnings Per Share

 

The following table sets forth the denominator for the computation of basic and diluted earnings per share:

 

 

 

Three Months Ended October 31, 

 

Nine Months Ended October 31,

 

 

 

 2011 

 

 2010 

 

 2011 

 

 2010

 

 

 

(in thousands)

 

(in thousands)

 

Basic weighted-average shares outstanding

 

20,572

 

17,661

 

19,538

 

17,638

 

Plus: Incremental shares from assumed conversions

 

 

 

 

 

 

 

 

 

Restricted Stock

 

183

 

197

 

178

 

184

 

Warrants

 

29

 

53

 

30

 

57

 

Stock Options

 

289

 

250

 

335

 

221

 

Diluted weighted-average shares outstanding

 

21,073

 

18,161

 

20,081

 

18,100

 

 

There were 72,000 and 10,000 stock options outstanding that were excluded from the computation of diluted earnings per share for the three and nine months ended October 31, 2011, respectively, and 134,000 and 139,000 stock options outstanding that were excluded from the computation of diluted earnings per share for the three and nine months ended October 31, 2010, respectively, because they were anti-dilutive.

 

NOTE 2 -                     INVENTORIES

 

 

 

 October 31,

 

 January 31,

 

 

 

2011

 

2011

 

 

 

(in thousands)

 

New equipment

 

$

499,916

 

$

209,871

 

Used equipment

 

159,288

 

162,254

 

Parts and attachments

 

70,756

 

52,694

 

Work in process

 

8,385

 

5,025

 

 

 

 

 

 

 

 

 

$

738,345

 

$

429,844

 

 

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 -                     LINES OF CREDIT / FLOORPLAN NOTES PAYABLE

 

Operating Line of Credit

 

As of October 31, 2011, the Company had a $75.0 million working capital line of credit under a Senior Secured Credit Facility (the “Credit Agreement”) with a group of banks led by Wells Fargo Bank, National Association. The Company had $50.8 million and $26.4 million outstanding on its operating line of credit as of October 31, 2011 and January 31, 2011, 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 October 31, 2011, the Company had discretionary floorplan lines of credit for equipment purchases totaling approximately $650.0 million with various lending institutions, including $200.0 million under the aforementioned Credit Agreement, a $350.0 million Wholesale Floorplan Credit Facility with CNH Capital America LLC (“CNH Capital”) and a $100.0 million Wholesale Financing Plan with Rental Agreement with Agricredit Acceptance LLC. Floorplan notes payable relating to these credit facilities totaled approximately $537.6 million of the total floorplan notes payable balance of $576.8 million outstanding as of October 31, 2011 and $300.6 million of the total floorplan notes payable balance of

 

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$320.8 million outstanding as of January 31, 2011. As of October 31, 2011, the Company had approximately $106.3 million in available borrowings remaining under these lines of credit. These floorplan notes carried various interest rates primarily ranging from 2.24% to 7.25% as of October 31, 2011, subject to interest-free periods offered by CNH Capital. As of October 31, 2011, the Company was in compliance with all floorplan financial covenants.

 

NOTE 4 -                     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 nine months ended October 31, 2011. In certain of the business combination transactions the Company recognized goodwill and separately identifiable intangible assets. Factors contributing to the recognition of goodwill and intangible assets include an evaluation of future and historical financial performance, proximity to other existing and future planned Company locations, customer relationships and distribution territory. 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 statements of operations since the date of each respective business combination.

 

On February 28, 2011, the Company acquired certain assets of Tri-State Implement, Inc. The acquisition consisted of one agricultural equipment store located in Sioux Falls, South Dakota which is contiguous to the Company’s existing construction equipment location in Sioux Falls. The acquisition-date fair value of the total consideration transferred for the store was $1.0 million.

 

On March 31, 2011, the Company acquired 100% of the outstanding stock of Schoffman’s Inc., which included the real estate of this entity, and subsequently merged the acquired entity into the Company. The acquisition consisted of one agricultural equipment store in Redwood Falls, Minnesota which is contiguous to the Company’s existing location in Marshall, Minnesota. The acquisition-date fair value of the total consideration transferred for the store was $5.8 million.

 

On April 1, 2011, the Company acquired certain assets of ABC Rental & Equipment Sales. The acquisition consisted of four construction equipment rental stores located in Williston, North Dakota, and Bozeman, Missoula, and Big Sky, Montana. This acquisition expands the Company’s opportunity to capitalize on increased rental activity of the surrounding oil, coal and natural gas exploration and extraction areas in North Dakota and Montana. The acquisition-date fair value of the total consideration transferred for the stores was $5.4 million.

 

On May 13, 2011, the Company acquired certain assets of Carlson Tractor & Equipment, Inc. The acquisition consisted of two construction equipment stores in Rogers and Rosemount, Minnesota and expands the Company’s construction presence in Minnesota. The acquisition-date fair value of the total consideration transferred for the stores was $2.9 million.

 

On May 31, 2011, the Company acquired certain assets of St. Joseph Equipment Inc. The acquisition consisted of four construction equipment stores in Shakopee, Hermantown and Elk River, Minnesota, and La Crosse, Wisconsin. The acquisition establishes the Company’s first construction equipment store in Wisconsin and allows the Company to have the exclusive Case Construction contract for the entire state of Minnesota and 11 counties in western Wisconsin. The acquisition-date fair value of the total consideration transferred for the stores was $17.0 million.

 

On September 2, 2011, the Company acquired certain assets of Virgl Implement Inc. The acquisition consisted of one agricultural equipment store in Wahoo, Nebraska. The acquisition expands the Company’s agriculture presence in Nebraska. The acquisition-date fair value of the total consideration transferred for the store was approximately $5.7 million.

 

On September 2, 2011, the Company acquired certain assets of Victors Inc. The acquisition consisted of one agricultural equipment store in Fremont, Nebraska. The acquisition expands the Company’s agriculture presence in Nebraska. The acquisition-date fair value of the total consideration transferred for the store was approximately $7.5 million.

 

During the nine months ended October 31, 2011, adjustments were recorded for additional consideration of $1.9 million earned and paid under agreements disclosed in the Company’s Form 10-K for the fiscal year ended January 31, 2010 as filed with the SEC. This additional consideration resulted in a net increase in goodwill for the Agriculture segment of $1.9 million.

 

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Table of Contents

 

The allocations of the purchase prices in the above business combinations are presented in the following table.

 

 

 

October 31,

 

 

 

2011

 

 

 

(in thousands)

 

Cash

 

$

98

 

Receivables

 

4,435

 

Inventories

 

39,898

 

Prepaid expenses

 

688

 

Deferred income taxes

 

13

 

Property and equipment

 

9,735

 

Intangible assets

 

5,400

 

Goodwill

 

4,773

 

 

 

 

 

 

 

$

65,040

 

 

 

 

 

Accounts payable

 

$

224

 

Floorplan notes payable

 

14,207

 

Customer deposits

 

1,048

 

Accrued expenses

 

37

 

Income taxes payable

 

390

 

Long-term debt

 

442

 

Deferred income taxes

 

1,433

 

 

 

 

 

 

 

$

17,781

 

 

 

 

 

Cash consideration

 

38,705

 

Non-cash consideration: liabilities incurred

 

8,554

 

Total consideration

 

$

47,259

 

 

 

 

 

Goodwill related to the Agriculture operating segment

 

$

3,883

 

Goodwill related to the Construction operating segment

 

$

890

 

 

 

 

 

Goodwill expected to be deductible for tax purposes

 

$

3,482

 

 

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Table of Contents

 

NOTE 5 -                     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 October 31,

 

Nine Months Ended October 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(in thousands)

 

(in thousands)

 

Revenue

 

 

 

 

 

 

 

 

 

Agriculture

 

$

361,601

 

$

282,365

 

$

914,932

 

$

645,269

 

Construction

 

77,435

 

39,827

 

181,395

 

108,140

 

Segment revenue

 

439,036

 

322,192

 

1,096,327

 

753,409

 

Eliminations

 

(16,076

)

(10,885

)

(44,353

)

(26,979

)

Total

 

$

422,960

 

$

311,307

 

$

1,051,974

 

$

726,430

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) Before Income Taxes

 

 

 

 

 

 

 

 

 

Agriculture

 

$

20,068

 

$

14,420

 

$

43,964

 

$

25,458

 

Construction

 

3,254

 

(169

)

4,482

 

(2,936

)

Segment income (loss) before income taxes

 

23,322

 

14,251

 

48,446

 

22,522

 

Shared Resources

 

(1,772

)

(1,343

)

(3,786

)

(1,977

)

Eliminations

 

(214

)

(104

)

(726

)

(498

)

Total

 

$

21,336

 

$

12,804

 

$

43,934

 

$

20,047

 

 

 

 

October 31,

 

January 31,

 

 

 

2011

 

2011

 

 

 

(in thousands)

 

Total Assets

 

 

 

 

 

Agriculture

 

$

730,680

 

$

514,049

 

Construction

 

198,680

 

98,535

 

Segment assets

 

929,360

 

612,584

 

Shared Resources (1)

 

123,861

 

37,340

 

Eliminations

 

(1,804

)

(1,078

)

Total

 

$

1,051,417

 

$

648,846

 

 


(1)          The balance as of October 31, 2011 includes the cash proceeds from the Company’s follow-on offering completed in May 2011.

 

NOTE 6 -                     SUBSEQUENT EVENTS

 

On November 1, 2011, the Company acquired certain assets of Van Der Werff Implement, Inc., an agriculture equipment store located in Platte, South Dakota. The store is contiguous to the Company’s existing locations in Sioux Falls, Huron, Miller, Highmore and Pierre, South Dakota. Due to the recent nature of this acquisition, the initial business combination accounting will be performed in the three months ending January 31, 2012. The acquisition-date fair value of the total consideration transferred for the store was approximately $3.9 million.

 

On December 1, 2011, the Company acquired certain assets of Jewell Implement Company, Inc., an agriculture equipment store located in Jewell, Iowa. The store is contiguous to the Company’s existing location in Iowa Falls, Iowa. Due to the recent nature of this acquisition, the initial business combination accounting will be performed in the three months ending January 31, 2012. The acquisition-date fair value of the total consideration transferred for the store was approximately $1.3 million.

 

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Table of Contents

 

On November 11, 2011, the Company entered into a definitive agreement to acquire the business of AgroExpert, S.R.L., which consists of two agriculture equipment dealerships, located in Bucharest and Timisoara, Romania. The entity’s existing management will retain a minority interest in the entity. The acquisition establishes the Company’s first international operations and is expected to close on or around December 31, 2011.

 

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Table of Contents

 

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, 2011.

 

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, 2011.

 

Overview

 

We own and operate a network of full service agricultural and construction equipment stores in the United States. Based upon information provided to us by CNH Global N.V. or its U.S. subsidiary CNH America LLC, collectively referred to in this Quarterly Report as CNH, we are the world’s largest retail dealer of Case IH Agriculture equipment and a major retail dealer of New Holland Agriculture, Case Construction and New Holland Construction equipment in the U.S. We have two primary business segments, Agriculture and Construction, within each of which we sell and rent new and used equipment, sell parts, and service the equipment in the areas surrounding our stores.

 

Our net income was $12.8 million, or $0.61 per diluted share, for the three months ended October 31, 2011, compared to $7.7 million, or $0.42 per diluted share, for the three months ended October 31, 2010. 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 primarily resulting from the continuation of a strong agriculture equipment market, improved construction equipment market in the region in which we do business, and growth in the rental business in our Construction segment, reflecting our initiative to expand this growth platform;

 

·                  Increase in gross profit primarily due to increased revenue and improvement in gross profit margin on equipment and rental and other; and

 

·                  Operating expenses as a percentage of total revenue increased to 11.8% for the three months ended October 31, 2011, compared to 10.5% for the three months ended October 31, 2010, primarily reflecting higher operating expenses related to our Construction segment, which includes additional expenses associated with growing the rental business, and an increase in the Company’s compensation expenses such as sales commissions.

 

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Table of Contents

 

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 October 31,

 

Percent

 

Nine Months Ended October 31,

 

Percent

 

 

 

2011

 

2010

 

Change

 

2011

 

2010

 

Change

 

 

 

(dollars in thousands)

 

 

 

(dollars in thousands)

 

 

 

Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

312,304

 

$

241,096

 

29.5

%

$

786,816

 

$

544,587

 

44.5

%

Cost of revenue

 

283,690

 

221,163

 

28.3

%

711,421

 

496,306

 

43.3

%

Gross profit

 

$

28,614

 

$

19,933

 

43.6

%

$

75,395

 

$

48,281

 

56.2

%

Gross profit margin

 

9.2

%

8.3

%

0.9

%

9.6

%

8.9

%

0.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parts

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

64,468

 

$

42,028

 

53.4

%

$

155,670

 

$

111,038

 

40.2

%

Cost of revenue

 

44,389

 

29,296

 

51.5

%

108,535

 

78,666

 

38.0

%

Gross profit

 

$

20,079

 

$

12,732

 

57.7

%

$

47,135

 

$

32,372

 

45.6

%

Gross profit margin

 

31.1

%

30.3

%

0.8

%

30.3

%

29.2

%

1.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

29,843

 

$

20,832

 

43.3

%

$

76,202

 

$

54,885

 

38.8

%

Cost of revenue

 

10,304

 

7,435

 

38.6

%

27,175

 

20,376

 

33.4

%

Gross profit

 

$

19,539

 

$

13,397

 

45.8

%

$

49,027

 

$

34,509

 

42.1

%

Gross profit margin

 

65.5

%

64.3

%

1.2

%

64.3

%

62.9

%

1.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental and other

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

16,345

 

$

7,351

 

122.4

%

$

33,286

 

$

15,920

 

109.1

%

Cost of revenue

 

10,580

 

5,435

 

94.7

%

22,192

 

12,613

 

75.9

%

Gross profit

 

$

5,765

 

$

1,916

 

200.9

%

$

11,094

 

$

3,307

 

235.5

%

Gross profit margin

 

35.3

%

26.1

%

9.2

%

33.3

%

20.8

%

12.5

%

 

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Table of Contents

 

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

 

 

 

Three Months Ended October 31,

 

Nine Months Ended October 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Equipment

 

73.8

%

77.4

%

74.8

%

75.0

%

Parts

 

15.2

%

13.5

%

14.8

%

15.3

%

Service

 

7.1

%

6.7

%

7.2

%

7.5

%

Rental and other

 

3.9

%

2.4

%

3.2

%

2.2

%

Total revenue

 

100.0

%

100.0

%

100.0

%

100.0

%

 

 

 

 

 

 

 

 

 

 

Total cost of revenue

 

82.5

%

84.6

%

82.6

%

83.7

%

 

 

 

 

 

 

 

 

 

 

Gross profit

 

17.5

%

15.4

%

17.4

%

16.3

%

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

11.8

%

10.5

%

12.7

%

12.6

%

 

 

 

 

 

 

 

 

 

 

Income from operations

 

5.7

%

4.9

%

4.7

%

3.7

%

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

(0.7

)%

(0.8

)%

(0.5

)%

(0.9

)%

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

5.0

%

4.1

%

4.2

%

2.8

%

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

(2.0

)%

(1.6

)%

(1.7

)%

(1.2

)%

 

 

 

 

 

 

 

 

 

 

Net income

 

3.0

%

2.5

%

2.5

%

1.6

%

 

Three Months Ended October 31, 2011 Compared to Three Months Ended October 31, 2010

 

Consolidated Results

 

Revenue

 

 

 

Three Months Ended October 31,

 

 

 

Percent

 

 

 

2011

 

2010

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

Equipment

 

$

312,304

 

$

241,096

 

$

71,208

 

29.5

%

Parts

 

64,468

 

42,028

 

22,440

 

53.4

%

Service

 

29,843

 

20,832

 

9,011

 

43.3

%

Rental and other

 

16,345

 

7,351

 

8,994

 

122.4

%

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

$

422,960

 

$

311,307

 

$

111,653

 

35.9

%

 

The increase in revenue for the three months ended October 31, 2011, as compared to the same period last year, was due to acquisitions contributing $71.8 million and same-store sales growth contributing $39.9 million to current period revenue. This revenue growth was in both our Agriculture and Construction segments and resulted from the continuation of a strong agriculture equipment market, an improved construction equipment market in the region in which we do business, and growth in the rental business in our Construction segment. This growth in the rental business reflects our initiative to expand this growth platform through strategic acquisitions, including the purchase of ABC Rental & Equipment Sales in the first quarter of fiscal 2012, new store openings, and an increase in the size of our designated rental fleet.

 

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Table of Contents

 

Cost of Revenue

 

 

 

Three Months Ended October 31,

 

 

 

Percent

 

 

 

2011

 

2010

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

Equipment

 

$

283,690

 

$

221,163

 

$

62,527

 

28.3

%

Parts

 

44,389

 

29,296

 

15,093

 

51.5

%

Service

 

10,304

 

7,435

 

2,869

 

38.6

%

Rental and other

 

10,580

 

5,435

 

5,145

 

94.7

%

 

 

 

 

 

 

 

 

 

 

Total Cost of Revenue

 

$

348,963

 

$

263,329

 

$

85,634

 

32.5

%

 

The increase in cost of revenue for the three months ended October 31, 2011, as compared to the same period last year, was primarily due to increased revenue. Acquisitions contributed $57.4 million of the increase in total cost of revenue, while same-store sales growth contributed $28.2 million of the increase. As a percentage of revenue, cost of revenue was 82.5% compared to 84.6% for the third quarter of fiscal 2011.

 

Gross Profit

 

 

 

Three Months Ended October 31,

 

Increase/

 

Percent

 

 

 

2011

 

2010

 

(Decrease)

 

Change

 

 

 

(dollars in thousands)

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

 

Equipment

 

$

28,614

 

$

19,933

 

$

8,681

 

43.6

%

Parts

 

20,079

 

12,732

 

7,347

 

57.7

%

Service

 

19,539

 

13,397

 

6,142

 

45.8

%

Rental and other

 

5,765

 

1,916

 

3,849

 

200.9

%

 

 

 

 

 

 

 

 

 

 

Total Gross Profit

 

$

73,997

 

$

47,978

 

$

26,019

 

54.2

%

 

 

 

 

 

 

 

 

 

 

Gross Profit Margin

 

 

 

 

 

 

 

 

 

Equipment

 

9.2

%

8.3

%

0.9

%

10.8

%

Parts

 

31.1

%

30.3

%

0.8

%

2.6

%

Service

 

65.5

%

64.3

%

1.2

%

1.9

%

Rental and other

 

35.3

%

26.1

%

9.2

%

35.2

%

 

 

 

 

 

 

 

 

 

 

Total Gross Profit Margin

 

17.5

%

15.4

%

2.1

%

13.6

%

 

 

 

 

 

 

 

 

 

 

Gross Profit Mix

 

 

 

 

 

 

 

 

 

Equipment

 

38.7

%

41.5

%

(2.8

)%

(6.7

)%

Parts

 

27.1

%

26.5

%

0.6

%

2.3

%

Service

 

26.4

%

28.0

%

(1.6

)%

(5.7

)%

Rental and other

 

7.8

%

4.0

%

3.8

%

95.0

%

 

 

 

 

 

 

 

 

 

 

Total Gross Profit Mix

 

100.0

%

100.0

%

 

 

 

 

 

The $26.0 million increase in gross profit for the three months ended October 31, 2011, as compared to the same period last year, was primarily due to increased revenue. Acquisitions contributed $14.3 million to the increase in gross profit for the three months ended October 31, 2011, while increases in same-store gross profit contributed the remaining $11.7 million. The increase in gross profit margin from 15.4% for the three months ended October 31, 2010 to 17.5% for the three months ended October 31, 2011 was primarily due to the increase in gross profit margin for equipment and rental and other, and changes in the sales mix. The increase in equipment gross profit margin was primarily reflective of an improved construction equipment market in the region in which we do business. Improvement in the gross profit margin for rental and other is primarily due to increased utilization of our rental fleet. While equipment revenue increased by 29.5% over the comparable period last year, the 53.4% increase in parts revenue, 43.3% increase in service revenue, and 122.4% increase in rental and other revenue caused a change in the sales mix that was more heavily weighted towards these higher-margin revenue sources, contributing to the increase in the overall gross profit margin.

 

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Table of Contents

 

Operating Expenses

 

 

 

Three Months Ended October 31,

 

 

 

Percent

 

 

 

2011

 

2010

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

Operating expenses

 

$

50,060

 

$

32,849

 

$

17,211

 

52.4

%

Operating expenses as a percentage of revenue

 

11.8

%

10.5

%

1.3

%

12.4

%

 

The $17.2 million increase in operating expenses for the three months ended October 31, 2011, as compared to the same period last year, was primarily due to the additional costs associated with acquisitions such as compensation, rent and depreciation. As a percentage of total revenue, operating expenses increased to 11.8% for the three months ended October 31, 2011 compared to 10.5% for the three months ended October 31, 2010, reflecting higher operating expenses related to our Construction segment, which includes additional expenses associated with growing the rental business, and an increase in the Company’s compensation expenses as a percentage of revenue. The increase in compensation expenses was impacted by sales commissions, which are calculated based on equipment gross profits rather than revenues.

 

Other Income (Expense)

 

 

 

Three Months Ended October 31,

 

Increase/

 

Percent

 

 

 

2011

 

2010

 

(Decrease)

 

Change

 

 

 

(dollars in thousands)

 

 

 

Interest and other income

 

$

307

 

$

207

 

$

100

 

48.3

%

Floorplan interest expense

 

(2,625

)

(2,138

)

487

 

22.8

%

Interest expense other

 

(283

)

(394

)

(111

)

(28.2

)%

 

The increase in floorplan interest expense of $0.5 million for the three months ended October 31, 2011, as compared to the same period in the prior year, was primarily due to an increase in new equipment inventories to support forecasted equipment sales, resulting in an increase in the related interest-bearing floorplan notes payable balance. This was partially offset by lower interest rates associated with our Credit Agreement entered into on October 31, 2010.

 

Provision for Income Taxes

 

 

 

Three Months Ended October 31,

 

 

 

Percent

 

 

 

2011

 

2010

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

Provision for income taxes

 

$

8,536

 

$

5,098

 

$

3,438

 

67.4

%

 

Our effective tax rate increased slightly from 39.8% for the three months ended October 31, 2010 to 40.0% for the three months ended October 31, 2011.

 

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Table of Contents

 

Segment Results

 

Certain financial information for our Agriculture and Construction business segments is set forth below. Revenue and income (loss) before income taxes at the segment level are reported before eliminations. “Shared Resources” in the table below refers to the various unallocated income/(expense) items that we have retained at the general corporate level. Intersegment revenue is immaterial.

 

 

 

Three Months Ended October 31,

 

Increase/

 

Percent

 

 

 

2011

 

2010

 

(Decrease)

 

Change

 

 

 

(dollars in thousands)

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Agriculture

 

$

361,601

 

$

282,365

 

$

79,236

 

28.1

%

Construction

 

77,435

 

39,827

 

37,608

 

94.4

%

Segment revenue

 

439,036

 

322,192

 

116,844

 

36.3

%

Eliminations

 

(16,076

)

(10,885

)

(5,191

)

(47.7

)%

Total

 

$

422,960

 

$

311,307

 

$

111,653

 

35.9

%

 

 

 

 

 

 

 

 

 

 

Income (Loss) Before Income Taxes

 

 

 

 

 

 

 

 

 

Agriculture

 

$

20,068

 

$

14,420

 

$

5,648

 

39.2

%

Construction

 

3,254

 

(169

)

3,423

 

2025.4

%

Segment income (loss) before income taxes

 

23,322

 

14,251

 

9,071

 

63.7

%

Shared Resources

 

(1,772

)

(1,343

)

(429

)

(31.9

)%

Eliminations

 

(214

)

(104

)

(110

)

(105.8

)%

Total

 

$

21,336

 

$

12,804

 

$

8,532

 

66.6

%

 

Agriculture

 

Agriculture segment revenue for the three months ended October 31, 2011 increased 28.1% compared to the same period last year. The revenue increase was due to acquisitions and an Agriculture same-store sales increase of 9.9% compared to the three months ended October 31, 2010. The same-store sales growth was positively impacted by a strong equipment market primarily caused by increased farm cash receipts for calendar year 2010 and anticipated strong farm cash receipts for calendar year 2011.

 

Agriculture segment income before income taxes for the three months ended October 31, 2011 increased 39.2% compared to the same period last year, primarily due to higher Agriculture segment revenue.

 

Construction

 

Construction segment revenue for the three months ended October 31, 2011 increased 94.4% compared to the same period last year. The revenue increase was due to acquisitions, a Construction same-store sales increase of 34.3% compared to the three months ended October 31, 2010, and growth in the rental business. The same-store sales growth was positively impacted by an improved construction equipment market in the region in which we do business and results from ongoing operational improvements. The growth in the rental business reflects our initiative to expand this growth platform through strategic acquisitions, including the purchase of ABC Rental & Equipment Sales in the first quarter of fiscal 2012, new store openings, and an increase in the size of our designated rental fleet.

 

The Construction segment earned segment income before income taxes of $3.3 million for the three months ended October 31, 2011, compared to a segment loss before income taxes of $0.2 million in the same period last year. This improvement was primarily caused by increases in Construction segment revenue and equipment gross profit margin, resulting from the aforementioned improvements in market conditions, and an increase in gross profit margin on rental and other, resulting from increased utilization of our rental fleet.

 

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Table of Contents

 

Shared Resources/Eliminations

 

We incur centralized expenses/income at our general corporate level, which we refer to as “Shared Resources,” and then allocate these net expenses to our segments. Since these allocations are set early in the year, unallocated balances may occur.

 

Eliminations remove any inter-company revenue and income before income taxes residing in our segment results.

 

Nine Months Ended October 31, 2011 Compared to Nine Months Ended October 31, 2010

 

Consolidated Results

 

Revenue

 

 

 

Nine Months Ended October 31,

 

 

 

Percent

 

 

 

2011

 

2010

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

Equipment

 

$

786,816

 

$

544,587

 

$

242,229

 

44.5

%

Parts

 

155,670

 

111,038

 

44,632

 

40.2

%

Service

 

76,202

 

54,885

 

21,317

 

38.8

%

Rental and other

 

33,286

 

15,920

 

17,366

 

109.1

%

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

$

1,051,974

 

$

726,430

 

$

325,544

 

44.8

%

 

The increase in revenue for the nine months ended October 31, 2011, as compared to the same period last year, was due to acquisitions contributing $157.3 million and same-store sales growth contributing $168.2 million to current period revenue. This revenue growth was in both our Agriculture and Construction segments and resulted from the continuation of a strong agriculture equipment market, an improved construction equipment market in the region in which we do business, and growth in the rental business in our Construction segment. This growth in the rental business reflects our initiative to expand this growth platform through strategic acquisitions, including the purchase of ABC Rental & Equipment Sales in the first quarter of fiscal 2012, new store openings, and an increase in the size of our designated rental fleet.

 

Cost of Revenue

 

 

 

Nine Months Ended October 31,

 

 

 

Percent

 

 

 

2011

 

2010

 

Increase

 

Change

 

 

 

(dollars in thousands)

 

 

 

Equipment

 

$

711,421

 

$

496,306

 

$

215,115

 

43.3

%

Parts

 

108,535

 

78,666

 

29,869

 

38.0

%

Service

 

27,175

 

20,376

 

6,799

 

33.4

%

Rental and other

 

22,192

 

12,613

 

9,579

 

75.9

%

 

 

 

 

 

 

 

 

 

 

Total Cost of Revenue

 

$

869,323

 

$

607,961

 

$

261,362

 

43.0

%

 

The increase in cost of revenue for the nine months ended October 31, 2011, as compared to the same period last year, was primarily due to increased revenue. Acquisitions contributed $125.6 million of the increase in total cost of revenue, while same-store sales growth contributed $135.8 million of the increase. As a percentage of revenue, cost of revenue was 82.6% compared to 83.7% for the same period last year.

 

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Table of Contents

 

Gross Profit

 

 

 

Nine Months Ended October 31,

 

Increase/

 

Percent

 

 

 

2011

 

2010

 

(Decrease)

 

Change

 

 

 

(dollars in thousands)

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

 

Equipment

 

$

75,395

 

$

48,281

 

$

27,114

 

56.2

%

Parts

 

47,135

 

32,372

 

14,763

 

45.6

%

Service

 

49,027

 

34,509

 

14,518

 

42.1

%

Rental and other

 

11,094

 

3,307

 

7,787

 

235.5

%

 

 

 

 

 

 

 

 

 

 

Total Gross Profit

 

$

182,651

 

$

118,469

 

$

64,182

 

54.2

%

 

 

 

 

 

 

 

 

 

 

Gross Profit Margin

 

 

 

 

 

 

 

 

 

Equipment

 

9.6

%

8.9

%

0.7

%

7.9

%

Parts

 

30.3

%

29.2

%

1.1

%

3.8

%

Service

 

64.3

%

62.9

%

1.4

%

2.2

%

Rental and other

 

33.3

%

20.8

%

12.5

%

60.1

%

 

 

 

 

 

 

 

 

 

 

Total Gross Profit Margin

 

17.4

%

16.3

%

1.1

%

6.7

%

 

 

 

 

 

 

 

 

 

 

Gross Profit Mix