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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
Current Report Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 31, 2023
 
TITAN MACHINERY INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
001-33866 45-0357838
(Commission File Number) (IRS Employer
Identification No.)
 
644 East Beaton Drive
West Fargo, North Dakota 58078
(Address of Principal Executive Offices)  (Zip Code)
 
(701) 356-0130
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00001 par value per shareTITNThe Nasdaq Stock Market LLC
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o  


Item 2.02                                           Results of Operations and Financial Condition
 
On August 31, 2023, Titan Machinery Inc. (the “Company”) issued a press release announcing its financial results for the six months ended July 31, 2023.  The Company will be conducting a conference call to discuss its second quarter of fiscal 2024 financial results at 7:30 a.m. Central time on August 31, 2023.  The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated by reference in this Current Report on Form 8-K as if fully set forth herein.

Item 9.01                                           Financial Statements and Exhibits.
 
(a)                                 Financial statements:  None
 
(b)                                 Pro forma financial information:  None
 
(c)                                  Shell Company Transactions:  None
 
(d)           Exhibits:  See “Exhibit Index” on page immediately prior to signatures.





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 TITAN MACHINERY INC.
  
Date:August 31, 2023By/s/ Robert Larsen
 Robert Larsen
 Chief Financial Officer



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
EXHIBIT INDEX
to
FORM 8-K
 
TITAN MACHINERY INC.
 
Date of Report:Commission File No.:
August 31, 2023001-33866
 
Exhibit No. ITEM
   
 
Press Release dated August 31, 2023
104Cover page interactive data file (embedded within the Inline XBRL document)




Titan Machinery Inc. Announces Results for Fiscal Second Quarter Ended July 31, 2023
- Revenue for Second Quarter of Fiscal 2024 Increased 29.4% to $642.6 million -
- Second Quarter of Fiscal 2024 EPS Increased 25% to $1.38 -
- Strategic Acquisition of J.J. O'Connor & Sons Pty. Ltd., Australia's Leading Case IH Dealership Group -
- Updates Fiscal 2024 Modeling Assumptions for Construction and International Segments -

West Fargo, ND – August 31, 2023 – Titan Machinery Inc. (Nasdaq: TITN) ("Titan" or the "Company), a leading network of full-service agricultural and construction equipment stores, today reported financial results for the fiscal second quarter ended July 31, 2023.
David Meyer, Titan Machinery’s Chairman and Chief Executive Officer, stated, "We posted another quarter of strong results, reflecting double-digit same-store revenue growth across all three of our reporting segments. This growth was also balanced across equipment, parts and service — each of which performed well and also delivered solid gross margins, which combined for a consolidated pre-tax margin of 6.5% and diluted earnings per share of $1.38. We remain encouraged by the ongoing demand we are seeing in our business and are working hard to get customers their equipment as OEM production and delivery schedules allow."
Mr. Meyer continued, "In conjunction with our second quarter fiscal 2024 financial results, we announced our entry into a definitive agreement for the strategic acquisition of J.J. O'Connor & Sons Pty. Ltd. ("O'Connors"), the largest Case IH dealership group in Australia and a market leader in high horsepower equipment. O'Connors has a seasoned management team with a proven track record of driving solid financial performance through a combination of organic and acquisitive growth over nearly six decades. Their operating metrics, core values, and customer-centric focus align with our own, making them a great partner for our entry into the Australian agriculture market, which is benefiting from strong fundamentals that are being driven by enhanced productivity, economies of scale, and farmer profitability. Together, we believe we will be able to build upon their presence in Southeastern Australia and capitalize on operational synergies across our global footprint, generating significant value for our shareholders."
Fiscal 2024 Second Quarter Results
Consolidated Results
For the second quarter of fiscal 2024, revenue increased to $642.6 million compared to $496.5 million in the second quarter last year. Equipment revenue was $480.1 million for the second quarter of fiscal 2024, compared to $375.2 million in the second quarter last year. Parts revenue was $108.5 million for the second quarter of fiscal 2024, compared to $77.7 million in the second quarter last year. Revenue generated from service was $42.5 million for the second quarter of fiscal 2024, compared to $33.4 million in the second quarter last year. Revenue from rental and other was $11.5 million for the second quarter of fiscal 2024, compared to $10.3 million in the second quarter last year.
Gross profit for the second quarter of fiscal 2024 was $133.4 million, compared to $102.7 million in the second quarter last year. The Company's gross profit margin increased slightly to 20.8% in the second quarter of fiscal 2024, compared to 20.7% in the second quarter last year. The year-over-year increase in gross profit margin in the second quarter was primarily due to a slight mix shift to higher margin parts sales relative to equipment sales.
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Operating expenses were $88.8 million for the second quarter of fiscal 2024, compared to $68.8 million in the second quarter last year. The year-over-year increase was driven primarily by additional operating expenses due to acquisitions that have taken place in the past year as well as an increase in variable expenses associated with increased sales. Operating expenses as a percentage of revenue decreased 10 basis points to 13.8% for the second quarter of fiscal 2024, compared to 13.9% of revenue in the prior year period.
Floorplan and other interest expense was $3.7 million in the second quarter of fiscal 2024, compared to $1.6 million for the same period last year.
In the second quarter of fiscal 2024, net income was $31.3 million, or earnings per diluted share of $1.38, compared to net income of $25.0 million, or earnings per diluted share of $1.10, for the second quarter of last year.
The Company generated $50.4 million in EBITDA in the second quarter of fiscal 2024, reflecting an increase of 25.3% versus the $40.2 million generated in the second quarter of last year.
Segment Results
Agriculture Segment - Revenue for the second quarter of fiscal 2024 was $469.1 million, compared to $349.0 million in the second quarter last year. The revenue increase was primarily driven by the acquisitions of Heartland Ag Systems in August 2022 and Pioneer Farm Equipment in February 2023, and also benefited from same-store growth of 10.0% which was achieved on top of a strong performance in the prior year. Pre-tax income for the second quarter of fiscal 2024 was $33.0 million, compared to $24.9 million in the second quarter of the prior year.
Construction Segment - Revenue for the second quarter of fiscal 2024 was $82.9 million, compared to $70.0 million in the second quarter last year. Revenue growth was primarily driven by robust construction activity in our footprint. Pre-tax income for the second quarter of fiscal 2024 was $5.2 million, compared to $3.9 million in the second quarter last year.
International Segment - Revenue for the second quarter of fiscal 2024 was $90.6 million, compared to $77.6 million in the second quarter last year; foreign currency fluctuations accounted for a $1.5 million increase in revenue. Net of the effect of these foreign currency fluctuations, revenue increased $11.5 million or 14.9%. Pre-tax income for the second quarter of fiscal 2024 was $5.6 million. This compares to pre-tax income of $5.9 million in the first quarter last year.
Balance Sheet and Cash Flow
Cash at the end of the second quarter of fiscal 2024 was $52.8 million. Inventories increased to $979.4 million as of July 31, 2023, compared to $703.9 million as of January 31, 2023. This change in inventory reflects increases of $229.1 million, $30.0 million, and $15.0 million, in new equipment, used equipment, and parts inventory, respectively. The increase in inventory includes $22.0 million that was attributable to the Pioneer acquisition made during the first quarter of fiscal 2024. Outstanding floorplan payables were $595.7 million on $781.0 million total available floorplan lines of credit as of July 31, 2023, compared to $258.4 million outstanding floorplan payables as of January 31, 2023.
For the first six months ended July 31, 2023, the Company's net cash used for operating activities was $122.7 million, compared to net cash used for operating activities of $21.0 million for the first six months ended July 31, 2022. This decrease in operating cash flow was driven by an increase in inventories partially offset by an increase in non-interest bearing floorplan lines of credit from manufacturers and higher net income for the first six months of fiscal 2024.
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Additional Management Commentary
Mr. Meyer added, "Consistent with our prior expectations, we are seeing some improvement in equipment availability but do not anticipate receiving shipments of high horsepower tractors, self-propelled sprayers or wheel loaders in excess of units that have already been retailed to customers. As such, we do not anticipate replenishment toward targeted minimum stocking levels for these equipment categories until at least the second half of calendar year 2024."
Mr. Meyer continued, "Despite constraints on the availability of key equipment categories, the year-to-date performance of our Agriculture segment has been consistent with our expectations, underpinned by strong organic growth and operating performance. While we are reaffirming our assumptions for the Agriculture segment, we are updating our assumptions for both the Construction and International segments. Construction has been outperforming revenue growth expectations, which we expect to continue through the balance of the fiscal year. Conversely, our International business in Europe is trending toward the low-end of our previous assumptions for revenue growth."
Fiscal 2024 Modeling Assumptions
The Company is updating its previous expectations for Fiscal 2024 to reflect the year-to-date performance of its businesses.
Current AssumptionsPrevious Assumptions
Segment Revenue
Agriculture (1)
Up 20-25%Up 20-25%
ConstructionUp 5-10%Flat - Up 5%
Europe (formerly "International") (2)
Up 5-10%Up 8-13%
Australia (O'Connors) (3)
$70-90 million$70-90 million
Diluted EPS (2)(4)
$4.60 - $5.25$4.60 - $5.25
(1) Includes the full year impact of the Mark's Machinery acquisition, which closed in April 2022, the Heartland Ag acquisition, which closed in August 2022, the Pioneer Farm Equipment acquisition, which closed in February 2023, and the partial year impact of the Midwest Truck acquisition, which closed in June 2023.
(2) Includes an estimated loss of approximately $0.07 per share for the Company's Ukrainian subsidiary, which would be similar to actual results for such subsidiary in Fiscal 2023. Includes the partial year impact of the two-store acquisition in Germany which closed in May 2023.
(3) Represents the anticipated partial year revenue impact for the pending O’Connors acquisition, assuming an October 2023 closing and a foreign currency translation rate of AUD $0.67 to USD $1.00.
(4) Excluding the partial year impact of the pending O'Connors acquisition which was previously announced, the underlying assumption for diluted EPS in the range of $4.50 - $5.10 remains unchanged. The current assumptions include a partial year EPS impact in the range of $0.10-$0.15 to account for the O’Connors acquisition net of integration and financing costs, assuming an October 2023 closing.
Conference Call and Presentation Information
The Company will host a conference call and audio webcast today at 7:30 a.m. Central time (8:30 a.m. Eastern time). Investors interested in participating in the live call can dial (877) 704-4453 from the U.S. International callers can dial (201) 389-0920. A telephone replay will be available approximately two hours after the call concludes and will be available through Thursday, September 14, 2023, by dialing (844) 512-2921 from the U.S., or (412) 317-6671 from international locations, and entering confirmation code 13739809.
A copy of the presentation that will accompany the prepared remarks on the conference call is available on the Company’s website under Investor Relations at www.titanmachinery.com. An archive of the audio
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webcast will be available on the Company’s website under Investor Relations at www.titanmachinery.com for 30 days following the audio webcast.
Non-GAAP Financial Measures
This press release and the attached financial tables contain disclosure of the Company's EBITDA, which is a non-GAAP financial measure as defined under SEC rules. As required by SEC rules, the Company has provided a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure in the schedule included in this press release. The Company believes that presentation of this non-GAAP financial measure improves the transparency of the Company’s disclosures and provides a meaningful presentation of the Company’s results.
About Titan Machinery Inc.
Titan Machinery Inc., founded in 1980 and headquartered in West Fargo, North Dakota, owns and operates a network of full service agricultural and construction equipment dealer locations in North America and Europe, servicing farmers, contractors, ranchers and commercial applicators. The network consists of US locations in Colorado, Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, South Dakota, Washington, Wisconsin and Wyoming and its European stores are located in Bulgaria, Germany, Romania, and Ukraine. The Titan Machinery locations represent one or more of the CNH Industrial Brands, including Case IH, New Holland Agriculture, Case Construction, New Holland Construction, and CNH Industrial Capital. Additional information about Titan Machinery Inc. can be found at www.titanmachinery.com.
Forward Looking Statements
Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “potential,” “believe,” “estimate,” “expect,” “intend,” “may,” “could,” “will,” “plan,” “anticipate,” and similar words and expressions are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of our management. Forward-looking statements made in this release, which include statements regarding the impact and benefits of the pending O'Connors acquisition, modeling assumptions and expected results of operations for the fiscal year ending January 31, 2024 and may include statements regarding Agriculture, Construction, and International segment initiatives and improvements, segment revenue realization, growth and profitability expectations, the performance of our Ukrainian subsidiary within our International segment, inventory availability expectations, leverage expectations, agricultural and construction equipment industry conditions and trends, involve known and unknown risks and uncertainties that may cause Titan Machinery’s actual results in future periods to differ materially from the forecasted assumptions and expected results. The Company’s risks and uncertainties include, among other things, our ability to successfully close, integrate, and realize growth opportunities and synergies in connection with the pending O'Connors acquisition and the risk that we assume unforeseen or other liabilities in connection with the pending O'Connors acquisition. In addition, risks and uncertainties also include the impact of the Russia-Ukraine conflict on our Ukrainian subsidiary, our substantial dependence on CNH Industrial including CNH Industrial's ability to design, manufacture and allocate inventory to our stores necessary to satisfy our customers' demands, supply chain disruptions impacting our suppliers, including CNH Industrial, the continued availability of organic growth and acquisition opportunities, potential difficulties integrating acquired stores, industry supply levels, fluctuating agriculture and construction industry economic conditions, the success of recently implemented initiatives within the Company’s operating segments, the uncertainty and fluctuating conditions in the capital and credit markets, difficulties in conducting international operations, foreign currency risks, governmental agriculture policies,
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seasonal fluctuations, the ability of the Company to manage inventory levels, weather conditions, disruption in receiving ample inventory financing, and increased competition in the geographic areas served. These and other risks are more fully described in Titan Machinery’s filings with the Securities and Exchange Commission, including the Company’s most recently filed Annual Report on Form 10-K, as updated in subsequently filed Quarterly Reports on Form 10-Q, as applicable. Titan Machinery conducts its business in a highly competitive and rapidly changing environment. Accordingly, new risks and uncertainties may arise. It is not possible for management to predict all such risks and uncertainties, nor to assess the impact of all such risks and uncertainties on Titan Machinery’s business or the extent to which any individual risk or uncertainty, or combination of risks and uncertainties, may cause results to differ materially from those contained in any forward-looking statement. Other than as required by law, Titan Machinery disclaims any obligation to update such risks and uncertainties or to publicly announce results of revisions to any of the forward-looking statements contained in this release to reflect future events or developments.
Investor Relations Contact:
ICR, Inc.
Jeff Sonnek, jeff.sonnek@icrinc.com
646-277-1263
5

TITAN MACHINERY INC.
Consolidated Condensed Balance Sheets
(in thousands)
(Unaudited)
July 31, 2023January 31, 2023
Assets
Current Assets
Cash$52,765 $43,913 
Receivables, net of allowance for expected credit losses119,753 95,844 
Inventories, net 979,427 703,939 
Prepaid expenses and other13,543 25,554 
Total current assets1,165,488 869,250 
Noncurrent Assets
Property and equipment, net of accumulated depreciation 252,187 217,782 
Operating lease assets44,241 50,206 
Deferred income taxes3,769 1,246 
Goodwill31,157 30,622 
Intangible assets, net of accumulated amortization18,354 18,411 
Other1,820 1,178 
Total noncurrent assets351,528 319,445 
Total Assets$1,517,016 $1,188,695 
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable$41,254 $40,834 
Floorplan payable 595,728 258,372 
Current maturities of long-term debt11,174 7,241 
Current operating lease liabilities9,533 9,855 
Deferred revenue63,083 119,845 
Accrued expenses and other49,360 58,159 
Income taxes payable7,871 3,845 
Total current liabilities778,003 498,151 
Long-Term Liabilities
Long-term debt, less current maturities 87,052 89,950 
Operating lease liabilities42,168 48,513 
Deferred income taxes9,569 9,563 
Other long-term liabilities3,543 6,212 
Total long-term liabilities142,332 154,238 
Stockholders' Equity
Common stock— — 
Additional paid-in-capital256,984 256,541 
Retained earnings343,070 284,784 
Accumulated other comprehensive loss(3,373)(5,019)
Total stockholders' equity 596,681 536,306 
Total Liabilities and Stockholders' Equity$1,517,016 $1,188,695 

6

TITAN MACHINERY INC.
Consolidated Condensed Statements of Operations
(in thousands, except per share data)
(Unaudited)
Three Months Ended July 31,Six Months Ended July 31,
2023202220232022
Revenue
Equipment$480,122 $375,216 $909,498 $731,582 
Parts108,510 77,693 205,116 146,255 
Service42,478 33,365 77,411 62,887 
Rental and other11,458 10,269 20,174 16,825 
Total Revenue642,568 496,543 1,212,199 957,549 
Cost of Revenue
Equipment414,800 323,988 783,062 634,222 
Parts73,086 52,706 138,190 100,015 
Service14,208 11,072 26,617 21,832 
Rental and other7,075 6,078 12,351 10,087 
Total Cost of Revenue509,169 393,844 960,220 766,156 
Gross Profit133,399 102,699 251,979 191,393 
Operating Expenses88,751 68,828 170,066 132,980 
Income from Operations44,648 33,871 81,913 58,413 
Other Income (Expense)
Interest and other income641 873 1,362 1,365 
Floorplan interest expense(2,457)(245)(3,729)(499)
Other interest expense(1,241)(1,349)(2,514)(2,545)
Income Before Income Taxes41,591 33,150 77,032 56,734 
Provision for Income Taxes10,270 8,191 18,745 14,235 
Net Income$31,321 $24,959 58,287 42,499 
Diluted Earnings per Share$1.38 $1.10 $2.56 $1.88 
Diluted Weighted Average Common Shares22,484 22,392 22,480 22,357 

7

TITAN MACHINERY INC.
Consolidated Condensed Statements of Cash Flows
(in thousands)
(Unaudited)
Six Months Ended July 31,
20232022
Operating Activities
Net income$58,287 $42,499 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization14,637 10,987 
Other, net2,327 5,122 
Changes in assets and liabilities, net of effects of acquisitions
Inventories(263,121)(137,708)
Manufacturer floorplan payable150,906 105,415 
Receivables(20,623)(2,913)
Other working capital(65,108)(44,355)
Net Cash Provided by (Used for) Operating Activities(122,695)(20,953)
Investing Activities
Property and equipment purchases(28,037)(14,507)
Proceeds from sale of property and equipment6,029 1,628 
Acquisition consideration, net of cash acquired(27,935)(7,675)
Other, net(795)(182)
Net Cash Used for Investing Activities(50,738)(20,736)
Financing Activities
Net change in non-manufacturer floorplan payable185,026 35,716 
Net proceeds from long-term debt and finance leases(2,198)4,536 
Other, net(1,009)(689)
Net Cash Provided by Financing Activities181,819 39,563 
Effect of Exchange Rate Changes on Cash466 (1,966)
Net Change in Cash8,852 (4,092)
Cash at Beginning of Period43,913 146,149 
Cash at End of Period$52,765 $142,057 

8

TITAN MACHINERY INC.
Segment Results
(in thousands)
(Unaudited)
Three Months Ended July 31,Six Months Ended July 31,
20232022% Change20232022% Change
Revenue
Agriculture$469,069 $348,956 34.4 %$892,266 $667,503 33.7 %
Construction82,863 70,022 18.3 %154,860 136,986 13.0 %
International90,636 77,565 16.9 %165,073 153,060 7.8 %
Total$642,568 $496,543 29.4 %$1,212,199 $957,549 26.6 %
Income Before Income Taxes
Agriculture$33,029 $24,895 32.7 %$57,181 $41,344 38.3 %
Construction5,156 3,923 31.4 %9,689 7,132 35.9 %
International5,568 5,870 (5.1)%11,952 10,195 17.2 %
Segment Income Before Income Taxes43,753 34,688 26.1 %78,822 58,671 34.3 %
Shared Resources(2,162)(1,538)(40.6)%(1,790)(1,937)7.6 %
Total$41,591 $33,150 25.5 %$77,032 $56,734 35.8 %

9

TITAN MACHINERY INC.
Non-GAAP Reconciliations
(in thousands)
(Unaudited)
Three Months Ended July 31,Six Months Ended July 31,
2023202220232022
EBITDA
Net Income$31,321 $24,959 $58,287 $42,499 
Adjustments
Interest expense, net of interest income1,110 1,283 2,275 2,392 
Provision for income taxes10,270 8,191 18,745 14,235 
Depreciation and amortization7,689 5,781 14,637 10,987 
EBITDA$50,390 $40,214 $93,944 $70,113 



O'CONNORS
Non-GAAP Reconciliation for O’Connors
(in thousands)
(Unaudited)
Fiscal Year ended
June 30, 2023
EBITDA
Net Income$13,060 
Adjustments
Interest expense, net of interest income1,417 
Provision for income taxes5,592 
Depreciation and amortization1,299 
EBITDA$21,368 
10
v3.23.2
Cover
Aug. 31, 2023
Cover [Abstract]  
Document Type 8-K
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 644 East Beaton Drive
Entity Address, City or Town West Fargo,
Entity Address, State or Province ND
Entity Address, Postal Zip Code 58078
Document Period End Date Aug. 31, 2023
Entity Registrant Name TITAN MACHINERY INC.
City Area Code (701)
Local Phone Number 356-0130
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity File Number 001-33866
Entity Tax Identification Number 45-0357838
Title of 12(b) Security Common Stock, $0.00001 par value per share
Trading Symbol TITN
Security Exchange Name NASDAQ
Entity Central Index Key 0001409171
Amendment Flag false
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