Date: 3/24/2022 Form: 8-K - Current report
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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): March 24, 2022
 
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:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o         

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 March 24, 2022, Titan Machinery Inc. (the "Company”) issued a press release announcing its financial results for its fourth quarter and fiscal year ended January 31, 2022.  The Company will be conducting a conference call to discuss its full year and fourth quarter of fiscal 2022 financial results at 7:30 a.m. Central time on March 24, 2022.  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.
  
March 24, 2022By/s/ Mark Kalvoda
 Mark Kalvoda
 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.:
March 24, 2022001-33866
 
Exhibit No. ITEM
   
 
Press Release dated March 24, 2022
104 Cover page interactive data file (embedded within the Inline XBRL document)



Titan Machinery Inc. Announces Results for
Fiscal Fourth Quarter and Full Year Ended January 31, 2022

- Revenue for Fiscal 2022 Increased 21.3% to $1.7 billion -
- Record Fiscal 2022 GAAP EPS of $2.92 and Adjusted EPS of $2.98, an increase of 239.5% and 173.4%, respectively -

West Fargo, ND – March 24, 2022 – Titan Machinery Inc. (Nasdaq: TITN), a leading network of full-service agricultural and construction equipment stores, today reported financial results for the fiscal fourth quarter and full year ended January 31, 2022.
David Meyer, Titan Machinery’s Chairman and Chief Executive Officer, stated, "Fiscal 2022 was an exceptional year for Titan Machinery where we delivered record earnings through sound management of our dealership network. This was the product of a tremendous effort by our team, whose unwavering focus provided the fuel to generate these record results. At the segment level, all of our businesses demonstrated significant operating leverage and pre-tax margin expansion, driven by the combination of healthy revenue growth and sound operational execution. The resultant growth of our cash flows and strong balance sheet has provided us with greater flexibility to engage in accretive acquisitions such as the recently closed Jaycox acquisition and the anticipated closing of Mark's Machinery in April 2022. I'm proud of our growing team, their resolve through an extremely fluid operating environment, their commitment to serving our customers, and I look forward to building on our momentum in fiscal 2023."
Fiscal 2022 Fourth Quarter Results
Consolidated Results
For the fourth quarter of fiscal 2022, revenue was $507.6 million, compared to revenue of $436.7 million in the fourth quarter last year. Equipment revenue was $413.2 million for the fourth quarter of fiscal 2022, compared to $354.0 million in the fourth quarter last year. Parts revenue was $58.5 million for the fourth quarter of fiscal 2022, compared to $49.8 million in the fourth quarter last year. Revenue generated from service was $26.2 million for the fourth quarter of fiscal 2022, compared to $22.9 million in the fourth quarter last year. Revenue from rental and other was $9.8 million for the fourth quarter of fiscal 2022, compared to $9.9 million in the fourth quarter last year.
Gross profit for the fourth quarter of fiscal 2022 increased to $94.2 million compared to $67.7 million in the fourth quarter last year. The Company's gross profit margin increased to 18.6% in the fourth quarter of fiscal 2022, compared to 15.5% in the fourth quarter last year. The stronger current quarter gross profit margin was primarily due to robust equipment margins, which were enhanced by increased amounts earned from manufacturer incentives.
Operating expenses were $64.6 million for the fourth quarter of fiscal 2022, compared to $60.5 million in the fourth quarter last year. Operating expenses as a percentage of revenue improved 120 basis points to 12.7% for the fourth quarter of fiscal 2022, compared to 13.9% of revenue in the prior year period, and benefited from the recognition of a $5.7 million pre-tax gain on the sale of the Company's Montana and Wyoming construction equipment store locations.
Floorplan and other interest expense was $1.4 million for the fourth quarter of fiscal 2022, compared to $1.5 million for the same period last year.

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In the fourth quarter of fiscal 2022, net income was $22.4 million, or earnings per diluted share of $0.99, which includes approximately $0.47 of benefits associated with increased manufacturer incentive plans, gain on sale of Montana and Wyoming construction store locations, and a partial release of an income tax valuation allowance. This compares to fiscal 2021 fourth quarter net income of $0.8 million and earnings per diluted share of $0.03, and adjusted net income of $1.9 million and adjusted earnings per diluted share of $0.09.
The Company generated $35.9 million in adjusted EBITDA in the fourth quarter of fiscal 2022, compared to $13.7 million for the fourth quarter of fiscal 2021.
Segment Results
Agriculture Segment - Revenue for the fourth quarter of fiscal 2022 was $346.3 million, compared to $303.2 million in the fourth quarter last year. Pre-tax income and adjusted pre-tax income for the fourth quarter of fiscal 2022 was $17.7 million, and included a $5.1 million benefit earned through manufacturer incentives. This compared to a pre-tax income of $7.9 million and adjusted pre-tax income of $8.0 million in the fourth quarter last year.
Construction Segment - Revenue for the fourth quarter of fiscal 2022 was $87.9 million, compared to $88.9 million in the fourth quarter last year. While revenue was essentially flat versus the prior year period, same-store sales increased 7.2% primarily due to increased equipment demand, but was offset by the lost sales contributions from the Company’s Arizona stores following the January 2021 divestiture. Pre-tax income and adjusted pre-tax income for the fourth quarter of fiscal 2022 was $9.0 million, and included a $5.7 million gain associated with the sale of the Montana and Wyoming construction store locations. This compared to a pre-tax income of $0.2 million and adjusted pre-tax income of $0.6 million in the fourth quarter last year.
International Segment - Revenue for the fourth quarter of fiscal 2022 was $73.4 million, compared to $44.6 million in the fourth quarter last year. Pre-tax income for the fourth quarter of fiscal 2022 was $3.1 million, and included a $1.3 million benefit earned through manufacturer incentives. This compared to a pre-tax loss of $2.9 million in the fourth quarter last year. Adjusted pre-tax income for the fourth quarter of fiscal 2022 was $3.1 million, compared to an adjusted pre-tax loss of $2.7 million in the fourth quarter last year.
Fiscal 2022 Full Year Results
Revenue increased 21.3% to $1.7 billion for fiscal 2022. Net income for fiscal 2022 was $66.0 million, or $2.92 per diluted share, compared to $19.4 million, or $0.86 per diluted share, for the prior year. Adjusted net income for fiscal 2022 was $67.3 million, or $2.98 per diluted share, compared to an adjusted net income of $24.5 million, or $1.09 per diluted share, for the prior year. The Company generated adjusted EBITDA of $114.5 million in fiscal 2022, representing an increase of 75.1% compared to adjusted EBITDA of $65.4 million in fiscal 2021.
Balance Sheet and Cash Flow
Cash at the end of the fourth quarter of fiscal 2022 was $146.1 million. Inventories increased to $421.8 million as of January 31, 2022, compared to $418.5 million as of January 31, 2021. This inventory increase reflects a $16.9 million increase in parts inventory, a decrease in new equipment inventory of $10.9 million and a $3.3 million decrease in used equipment inventory. Outstanding floorplan payables were $135.4 million on $752.0 million total available floorplan lines of credit as of January 31, 2022, compared to $161.8 million outstanding floorplan payables as of January 31, 2021.

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For the fiscal year ended January 31, 2022, the Company’s net cash provided by operating activities was $158.9 million, compared to $173.0 million for the fiscal year ended January 31, 2021.
Mark's Machinery Acquisition
Today the Company announced that it entered into a definitive purchase agreement to acquire the assets of Mark's Machinery, Inc. ("Mark's Machinery”), which consists of two full-line Case IH agriculture dealerships located in Wagner and Yankton, SD. In the trailing twelve-month period ended December 31, 2021, Mark's Machinery generated revenue of approximately $34 million. This all cash transaction is expected to close in early April 2022 and is expected to be accretive to earnings per diluted share.
Additional Management Commentary
Mr. Meyer concluded, "I am very proud of the progress made across all our business segments this year, but particularly in our Construction and International segments where we are now solidly profitable. We further optimized our construction equipment footprint in recent months and are very excited about the markets we are covering today. Our International business also made great strides to improve profitability and importantly grew the parts and service business at a double-digit rate versus the prior year. Together, the improvements made to these two segments over the past few years have enhanced our ability to drive sustainable profitability throughout the cycle.
Our business has carried significant momentum into fiscal 2023, but challenges around inflation and the supply chain remain in focus. While we are working together with our partners to mitigate these variables, they are nonetheless an obstacle and are considered within the modeling assumptions that we are introducing today. We believe the strong industry fundamentals and our team's continuous improvement efforts have laid the foundation for another year of strong performance in fiscal 2023."
Fiscal 2023 Modeling Assumptions
The following are the Company's current expectations for fiscal 2023 modeling assumptions.
Current Assumptions
Segment Revenue
Agriculture(1)
Up 22-27%
Construction(2)
Down 12-17%
International(3)
Down 8-13%
Diluted EPS(4)
$2.55 - $2.85
(1) Includes the full year impact of the Jaycox acquisition, which closed in December 2021, and the Mark's Machinery acquisition, which is anticipated to close in April 2022.
(2) Includes the full year impact of the Montana and Wyoming divestiture in January 2022 and the North Dakota divestiture in March 2022. Adjusting full year fiscal 2022 net sales by approximately $73 million, representing the fiscal 2022 net sales of these divested stores, results in a same-store sales assumption of up approximately 8-13%.
(3) Includes a reduction in revenue of approximately 75% from our Ukraine subsidiary compared to fiscal 2022.
(4) Includes an estimated loss of approximately $0.25 per share for our Ukraine subsidiary.
Ukrainian Geopolitical Conflict
Mr. Meyer added, "The entire Titan Machinery organization is focused on the well-being of our employees and customers in Ukraine. Our primary concern is our employee's safety as we are providing support where we can to help them through this difficult situation."

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On February 24, 2022, the ongoing Russia/Ukraine conflict significantly intensified and the Company is actively monitoring the evolving geopolitical situation between Ukraine and Russia and supporting its employees located in the region.
For the full year ended January 31, 2022, revenues and assets of Titan Machinery Ukraine, its wholly owned Ukrainian subsidiary, accounted for less than 5% of the Company's total revenues and assets and less than 25% of revenues of our International segment. Recent in-country inventories and fixed assets (primarily vehicles) as well as customer receivables total about $28 million and represent the higher risk assets of this subsidiary. Given the unknown duration of the conflict, the Company currently assumes very little revenue contribution from its Ukraine operation and as a result is estimating approximately $0.25 per share of losses due to unabsorbed expenses in fiscal 2023, exclusive of any possible asset impairments that may arise.
Conference Call 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) 705-6003 from the U.S. International callers can dial (201) 493-6725. A telephone replay will be available approximately two hours after the call concludes and will be available through Thursday, April 7, 2022, by dialing (844) 512-2921 from the U.S., or (412) 317-6671 from international locations, and entering confirmation code 13726306.
A copy of the presentation that will accompany the prepared remarks from the conference call is available on the Company’s website under Investor Relations at www.titanmachinery.com. An archive of the audio 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
Within this release, the Company refers to certain adjusted financial measures, which have directly comparable GAAP financial measures as identified in this release. The Company believes that non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide more information to assist investors in evaluating current period performance and in assessing future performance. For these reasons, internal management reporting also includes non-GAAP measures. Generally, the non-GAAP measures include adjustments for items such as impairment charges, Ukraine remeasurement gains/losses and costs associated with our Enterprise Resource Planning (ERP) system transition. The non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for the GAAP financial measures presented in this release and the Company's financial statements and other publicly filed reports. Non-GAAP measures as presented herein may not be comparable to similarly titled measures used by other companies. Investors are encouraged to review the reconciliations of adjusted financial measures used in this release to their most directly comparable GAAP financial measures. These reconciliations are attached to this release. The tables included in the Non-GAAP Reconciliations section reconcile net income, diluted earnings per share, and income (loss) before income taxes (all GAAP financial measures) for the periods presented to adjusted net income, adjusted EBITDA, adjusted diluted earnings per share and adjusted income (loss) before income taxes (all non-GAAP financial measures) for the periods presented.
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. The network consists of US locations in Iowa, Minnesota, Nebraska, North Dakota, South Dakota, Wisconsin and Wyoming and its European stores are located in Bulgaria, Germany, Romania, and Ukraine.
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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. Such statements are based upon the current beliefs and expectations of our management. Forward-looking statements made herein, which include statements regarding Agriculture, Construction, and International segment initiatives and improvements, segment revenue realization, growth and profitability expectations, in particular the performance of our Ukrainian subsidiary within our International segment, the timing for the closing of the Mark's Machinery acquisition, inventory expectations, leverage expectations, agricultural and construction equipment industry conditions and trends, and modeling assumptions and expected results of operations for the fiscal year ending January 31, 2023, involve known and unknown risks and uncertainties that may cause Titan Machinery’s actual results in current or future periods to differ materially from the forecasted assumptions and expected results. The Company’s risks and uncertainties include, among other things, the impact of the Russia-Ukraine conflict on our Ukrainian subsidiary, the duration, scope and impact of the COVID-19 pandemic on the Company's operations, a substantial dependence on a single distributor, 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 and risks in conducting international operations, foreign currency risks, governmental agriculture policies, seasonal fluctuations, the ability of the Company to reduce 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 risk factors may arise. It is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on Titan Machinery’s business or the extent to which any individual risk factor, or combination of factors, 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 factors or to publicly announce results of revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Investor Relations Contact:
ICR, Inc.
Jeff Sonnek, jeff.sonnek@icrinc.com
Managing Director
646-277-1263
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TITAN MACHINERY INC.
Consolidated Condensed Balance Sheets
(in thousands)
(Unaudited)
January 31, 2022January 31, 2021
Assets
Current Assets
Cash$146,149 $78,990 
Receivables, net of allowance for expected credit losses94,287 69,109 
Inventories 421,758 418,458 
Prepaid expenses and other28,135 13,677 
Total current assets690,329 580,234 
Noncurrent Assets
Property and equipment, net of accumulated depreciation 178,243 147,165 
Operating lease assets56,150 74,445 
Deferred income taxes1,328 3,637 
Goodwill8,952 1,433 
Intangible assets, net of accumulated amortization10,624 7,785 
Other1,041 1,090 
Total noncurrent assets256,338 235,555 
Total Assets$946,667 $815,789 
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable$25,644 $20,045 
Floorplan payable 135,415 161,835 
Current maturities of long-term debt 5,876 4,591 
Current maturities of operating leases9,601 11,772 
Deferred revenue134,146 59,418 
Accrued expenses and other59,339 48,791 
Income taxes payable4,700 11,048 
Total current liabilities374,721 317,500 
Long-Term Liabilities
Long-term debt, less current maturities 74,772 44,906 
Operating lease liabilities55,595 73,567 
Deferred income taxes2,006 — 
Other long-term liabilities4,374 8,535 
Total long-term liabilities136,747 127,008 
Stockholders' Equity
Common stock— — 
Additional paid-in-capital254,455 252,913 
Retained earnings182,916 116,869 
Accumulated other comprehensive income (loss)(2,172)1,499 
Total stockholders' equity 435,199 371,281 
Total Liabilities and Stockholders' Equity$946,667 $815,789 

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TITAN MACHINERY INC.
Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
Three Months Ended January 31,Twelve Months Ended January 31,
2022202120222021
Revenue
Equipment$413,156 $354,011 $1,291,684 $1,016,071 
Parts58,452 49,830 266,916 244,676 
Service26,236 22,947 115,641 107,229 
Rental and other9,752 9,890 37,665 43,246 
Total Revenue507,596 436,678 1,711,906 1,411,222 
Cost of Revenue
Equipment357,621 318,122 1,130,205 911,170 
Parts40,141 35,668 186,324 171,873 
Service9,457 8,429 38,771 36,692 
Rental and other6,129 6,745 23,882 30,125 
Total Cost of Revenue413,348 368,964 1,379,182 1,149,860 
Gross Profit94,248 67,714 332,724 261,362 
Operating Expenses64,584 60,523 241,044 220,774 
Impairment of Goodwill— — — 1,453 
Impairment of Intangible and Long-Lived Assets— 409 1,498 1,727 
Income (Loss) from Operations29,664 6,782 90,182 37,408 
Other Income (Expense)
Interest and other income495 194 2,431 527 
Floorplan interest expense(148)(528)(1,175)(3,339)
Other interest expense(1,244)(959)(4,537)(3,843)
Income Before Income Taxes28,767 5,489 86,901 30,753 
Provision for Income Taxes6,332 4,707 20,854 11,397 
Net Income22,435 782 66,047 19,356 
Diluted Earnings per Share$0.99 $0.03 $2.92 $0.86 
Diluted Weighted Average Common Shares22,288 22,143 22,248 22,104 

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TITAN MACHINERY INC.
Consolidated Condensed Statements of Cash Flows
(in thousands)
(Unaudited)
Year Ended January 31,
20222021
Operating Activities
Net income$66,047 $19,356 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization22,139 23,701 
Impairment1,498 3,180 
Other, net13,155 9,313 
Changes in assets and liabilities
Inventories5,799 199,245 
Manufacturer floorplan payable14,233 (110,084)
Other working capital36,045 28,285 
Net Cash Provided by Operating Activities158,916 172,996 
Investing Activities
Property and equipment purchases(37,627)(20,089)
Proceeds from sale of property and equipment16,046 6,592 
Acquisition consideration, net of cash acquired(33,643)(6,790)
Other, net26 (10)
Net Cash Used for Investing Activities(55,198)(20,297)
Financing Activities
Net change in non-manufacturer floorplan payable(35,443)(106,414)
Net proceeds from (payments on) long-term debt1,136 (10,616)
Other, net(1,028)(909)
Net Cash Provided by Used for Financing Activities(35,335)(117,939)
Effect of Exchange Rate Changes on Cash(1,224)509 
Net Change in Cash67,159 35,269 
Cash at Beginning of Period78,990 43,721 
Cash at End of Period$146,149 $78,990 

8



TITAN MACHINERY INC.
Segment Results
(in thousands)
(Unaudited)
Three Months Ended January 31,Twelve Months Ended January 31,
20222021Change20222021Change
Revenue
Agriculture$346,330 $303,161 14.2 %$1,076,751 $886,485 21.5 %
Construction87,879 88,883 (1.1)%317,164 305,745 3.7 %
International73,387 44,634 64.4 %317,991 218,992 45.2 %
Total$507,596 $436,678 16.2 %$1,711,906 $1,411,222 21.3 %
Income (Loss) Before Income Taxes
Agriculture$17,657 $7,933 122.6 %$60,567 $34,422 76.0 %
Construction9,026 236 n/m15,543 186 n/m
International3,054 (2,890)n/m12,552 (6,025)n/m
Segment income before income taxes29,737 5,279 n/m88,662 28,583 210.2 %
Shared Resources(970)210 n/m(1,761)2,170 n/m
Total$28,767 $5,489 n/m$86,901 $30,753 182.6 %

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TITAN MACHINERY INC.
Non-GAAP Reconciliations
(in thousands, except per share data)
(Unaudited)
Three Months Ended January 31,Twelve Months Ended January 31,
2022202120222021
Adjusted Net Income
Net Income$22,435 $782 $66,047 $19,356 
Adjustments
ERP transition costs— 740 — 2,990 
Impairment charges— 409 1,498 3,180 
Ukraine remeasurement (gain) / loss34 201 (263)1,174 
Total Pre-Tax Adjustments34 1,350 1,235 7,344 
Less: Tax Effect of Adjustments (1)— 183 — 2,227 
Total Adjustments34 1,167 1,235 5,117 
Adjusted Net Income$22,469 $1,949 $67,282 $24,473 
Adjusted Diluted EPS
Diluted EPS$0.99 $0.03 $2.92 $0.86 
Adjustments (2)
ERP transition costs— 0.03 — 0.13 
Impairment charges— 0.02 0.07 0.14 
Ukraine remeasurement (gain) / loss— 0.01 (0.01)0.05 
Total Pre-Tax Adjustments— 0.06 0.06 0.32 
Less: Tax Effect of Adjustments (1)— — — 0.09 
Total Adjustments— 0.06 0.06 0.23 
Adjusted Diluted EPS$0.99 $0.09 $2.98 $1.09 
Adjusted Income Before Income Taxes
Income (Loss) Before Income Taxes$28,767 $5,489 $86,901 $30,753 
Adjustments
ERP transition costs— 740 — 2,990 
Impairment charges— 409 1,498 3,180 
Ukraine remeasurement (gain) / loss34 201 (263)1,174 
Total Adjustments34 1,350 1,235 7,344 
Adjusted Income Before Income Taxes$28,801 $6,839 $88,136 $38,097 
Adjusted Income Before Income Taxes - Agriculture
Income (Loss) Before Income Taxes$17,657 $7,933 $60,567 $34,422 
Impairment charges— 28 — 272 
Adjusted Income Before Income Taxes$17,657 $7,961 $60,567 $34,694 
Adjusted Income (Loss) Before Income Taxes - Construction
Income (Loss) Before Income Taxes$9,026 $236 $15,543 $186 
Impairment charges— 381 — 597 
Adjusted Income (Loss) Before Income Taxes$9,026 $617 $15,543 $783 
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Adjusted Loss Before Income Taxes - International
Income (Loss) Before Income Taxes$3,054 $(2,890)$12,553 $(6,025)
Adjustments
Impairment charges— — 1,498 2,311 
Ukraine remeasurement (gain) / loss34 201 (263)1,174 
Total Adjustments34 201 1,235 3,485 
Adjusted Loss Before Income Taxes$3,088 $(2,689)$13,788 $(2,540)
Adjusted EBITDA
Net Income$22,435 $782 $66,047 $19,356 
Adjustments
Interest expense, net of interest income1,267 884 4,208 3,574 
Provision for income taxes6,332 4,707 20,854 11,397 
Depreciation and amortization5,803 5,970 22,139 23,701 
EBITDA35,837 12,343 113,248 58,028 
Adjustments
ERP transition costs— 740 — 2,990 
Impairment charges— 409 1,498 3,180 
Ukraine remeasurement (gain) / loss34 201 (263)1,174 
Total Adjustments34 1,350 1,235 7,344 
Adjusted EBITDA$35,871 $13,693 $114,483 $65,372 
(1) The tax effect of U.S. related adjustments was calculated using a 26% tax rate, determined based on a 21% federal statutory rate and a 5% blended state income tax rate. Included in the tax effect of the adjustments is the tax impact of foreign currency changes in Ukraine of ($0.1 million) for the three months ended January 31, 2021 and $1.2 million for the fiscal year ended January 31, 2021.
(2) Adjustments are net of amounts allocated to participating securities where applicable.

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