株探米国株
日本語 英語
エドガーで原本を確認する
0001409171false00014091712024-03-212024-03-21

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 21, 2024
 
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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.00001 par value per share TITN The Nasdaq Stock Market LLC

 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 21, 2024, Titan Machinery Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and fiscal year ended January 31, 2024.  The Company will be conducting a conference call to discuss its full year and fourth quarter of fiscal 2024 financial results at 7:30 a.m. Central time on March 21, 2024.  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 21, 2024 By /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.:
March 21, 2024 001-33866
 
Exhibit No.   ITEM
     
 
Press Release dated March 21, 2024
104  Cover page interactive data file (embedded within the Inline XBRL document)


EX-99.1 2 titn8-kfy24q4releaseex991.htm EX-99.1 Document

Titan Machinery Inc. Announces Results for
Fiscal Fourth Quarter and Full Year Ended January 31, 2024

- Revenue for Fiscal 2024 increased 24.9% to a record $2.8 billion -
- Record Fiscal 2024 EPS of $4.93, an increase of 9.8% -
- Provides Fiscal 2025 Modeling Assumptions -

West Fargo, ND – March 21, 2024 – 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, 2024.
"We finished fiscal year 2024 with a strong performance that was driven by growth across all of our legacy operating segments and resulted in record revenue of $2.8 billion, consolidated pre-tax margin of 5.5%, and record earnings per share of $4.93," stated Bryan Knutson, Titan Machinery’s President & Chief Executive Officer. "The fourth quarter includes financial results of our recent O'Connors acquisition and integration activities are reinforcing the strategic vision we have for this business. In addition to strong retail sales activity during the quarter, our domestic team met demand through improving the pace of customer deliveries following a concerted effort to complete pre-delivery inspections of new machinery — this focus can be seen in the high volume of equipment that was delivered in the quarter. I am also pleased with our ability to continue to advance our customer care strategy and to drive double-digit same store growth for our recurring parts and service business."
Fiscal 2024 Fourth Quarter Results
Consolidated Results
For the fourth quarter of fiscal 2024, revenue increased to $852.1 million, compared to $583.0 million in the fourth quarter last year. Equipment revenue was $714.0 million for the fourth quarter of fiscal 2024, compared to $471.0 million in the fourth quarter last year. Parts revenue was $90.8 million for the fourth quarter of fiscal 2024, compared to $72.2 million in the fourth quarter last year. Revenue generated from service was $35.1 million for the fourth quarter of fiscal 2024, compared to $28.0 million in the fourth quarter last year. Revenue from rental and other was $12.2 million for the fourth quarter of fiscal 2024, compared to $11.8 million in the fourth quarter last year.
Gross profit for the fourth quarter of fiscal 2024 was $141.0 million compared to $108.9 million in the fourth quarter last year. The Company's gross profit margin was 16.6% in the fourth quarter of fiscal 2024, compared to 18.7% in the fourth quarter last year. The year-over-year decrease in gross profit margin in the fourth quarter was primarily due to lower equipment margin as we are experiencing some normalization of equipment gross margin across each of our segments. The fourth quarters of fiscal 2024 and fiscal 2023 each included benefits related to manufacturer incentive plans of $7.8 million and $1.8 million, respectively.
Operating expenses were $100.3 million for the fourth quarter of fiscal 2024, compared to $83.7 million in the fourth quarter last year. The year-over-year increase was driven by additional operating expenses associated with acquisitions that have taken place in the past year, as well as an increase in variable expenses. However, operating expenses as a percentage of revenue decreased 260 basis points to 11.8% for the fourth quarter of fiscal 2024, compared to 14.4% of revenue in the prior year period.
Floorplan and other interest expense aggregated to $9.3 million for the fourth quarter of fiscal 2024, compared to $2.1 million for the same period last year, with the increase led by a higher level of interest-bearing inventory, the usage of existing floorplan capacity to finance the O'Connors acquisition, and higher interest rates.
1



In the fourth quarter of fiscal 2024, net income was $24.0 million, or earnings per diluted share of $1.05, which included approximately $0.26 per share of benefits associated with manufacturer incentive plans. This compares to net income of $18.1 million, or earnings per diluted share of $0.80, for the fourth quarter of last year, which included approximately $0.06 per share of benefits associated with manufacturer incentive plans.
The Company generated $45.3 million in EBITDA in the fourth quarter of fiscal 2024, reflecting an increase of 42.2% versus the $31.8 million generated in the fourth quarter of last year.
Segment Results
Agriculture Segment - Revenue for the fourth quarter of fiscal 2024 was $620.6 million, compared to $440.9 million in the fourth quarter last year. The 40.8% revenue increase was led by strong same-store sales growth of 35.5% which was aided by strong demand and improved equipment availability. Segment revenue growth was also supported by contributions from the acquisitions of Pioneer Farm Equipment in February 2023 and Scott Supply in January 2024. Pre-tax income for the fourth quarter of fiscal 2024 was $28.8 million, compared to $19.3 million in the fourth quarter of the prior year; both periods reflect benefits associated with manufacturer incentive plans in the amounts of $7.8 million and $1.8 million, respectively.
Construction Segment - Revenue for the fourth quarter of fiscal 2024 was $100.1 million, compared to $85.1 million in the fourth quarter last year. The year-over-year increase in revenue was driven by a same-store sales increase of 17.7%, which resulted from the timing of equipment deliveries which shifted some revenue into the fourth quarter of this year as compared to the timing of deliveries to customers in the second half of last year. Pre-tax income for the fourth quarter of fiscal 2024 was $4.6 million, and compared to $5.4 million in the fourth quarter last year.
Europe Segment - Revenue for the fourth quarter of fiscal 2024 was $61.6 million, compared to $57.0 million in the fourth quarter last year; foreign currency fluctuations accounted for a $2.6 million increase in revenue. Net of the effect of these foreign currency fluctuations, revenue increased $2.1 million or 3.6%. Pre-tax loss for the fourth quarter of fiscal 2024 was $0.6 million, compared to pre-tax income of $1.5 million in the fourth quarter of the prior year. The decrease in profitability was primarily driven by a partial normalization of equipment margins and higher operating expenses.

Australia Segment - Revenue for the fourth quarter of fiscal 2024 was $69.8 million, pre-tax income for the fourth quarter of fiscal 2024 was $4.1 million.
Fiscal 2024 Full Year Results
Revenue increased 24.9% to $2.8 billion for fiscal 2024. Net income for fiscal 2024 was $112.4 million, or a record $4.93 per diluted share, which included approximately $0.26 per share of benefits associated with manufacturer incentive plans. This compares to $101.9 million, or $4.49 per diluted share, for the prior year, which included approximately $0.21 per share of benefits associated with manufacturer incentive plans. The Company generated EBITDA of $189.3 million in fiscal 2024, representing an increase of 14.6% compared to EBITDA of $165.2 million in fiscal 2023.
Balance Sheet and Cash Flow
Cash at the end of the fourth quarter of fiscal 2024 was $38.1 million. Inventories increased to $1.3 billion as of January 31, 2024, compared to $703.9 million as of January 31, 2023. This change in inventory reflects increases of $375.6 million, $182.3 million, and $38.6 million in new equipment, used equipment and parts inventory, respectively.
2



The increase in inventory includes $110.1 million that was attributable to acquisitions made during fiscal 2024. Outstanding floorplan payables were $893.8 million on $1.4 billion total available floorplan and working capital lines of credit as of January 31, 2024, compared to $258.4 million outstanding floorplan payables as of January 31, 2023.

For the fiscal year ended January 31, 2024, the Company’s net cash used for operating activities was $32.3 million, compared to net cash provided by operating activities of $10.8 million for the fiscal year ended January 31, 2023. This decrease in operating cash flow was driven by an increase in inventories and timing and collections of accounts receivable, which was partially offset by an increase in floorplan lines of credit from manufacturers and higher net income for fiscal year 2024. Net cash provided by financing activities increased year over year to $188.6 million in fiscal year 2024 compared to $22.0 million in fiscal year 2023. This increase was driven by a $160.8 million increase in non-manufacturer floorplan payables, which represents the Company's other credit lines including its Bank Syndicate Agreement.
Additional Management Commentary
Mr. Knutson concluded, "Looking ahead to fiscal 2025, we are forecasting consolidated revenue growth primarily led by annualization of the O'Connors acquisition as well as steady growth in our parts and service business. In consideration of the shifting Ag cycle dynamics, we believe Titan and the industry are significantly healthier than the prior cycle. However, we do expect compression of equipment margins in this transition period and will continue investing in our customer care strategy to build out additional service capacity across our network. As such, we are setting expectations for earnings per share that we believe are appropriate and achievable. Our business remains in a position of strength and we expect to demonstrate the durability of our earnings through this cycle following a multi-year effort to implement greater efficiency across our organization."

2025 Modeling Assumptions
The following are the Company's current expectations for fiscal 2025 modeling assumptions.
Current Assumptions
Segment Revenue
Agriculture (1)
Flat - Up 5%
Construction Up 3 - 8%
Europe
Flat - Up 5%
Australia (2)
$250M - $270M USD
Diluted EPS $3.00 - $3.50
(1) Includes the full year impact of the Scott Supply acquisition, which closed in January 2024.
(2) Represents the range of expected revenue for our Australia segment, which was acquired through the O'Connors acquistions that closed in October 2023.
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, April 4, 2024, by dialing (844) 512-2921 from the U.S., or (412) 317-6671 from international locations, and entering confirmation code 13744324.
3



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
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 across three continents -North America, Europe and Australia - servicing farmers, 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; European stores located in Bulgaria, Germany, Romania, and Ukraine; and Australian stores located in the regions of Victoria, New South Wales, and South Australia. Titan Machinery's 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 financial impact on the Company of the O'Connors acquisition during future periods, modeling assumptions, segment revenues and diluted earnings per for the fiscal year ending January 31, 2025, and the level of equipment margins ain future periods, and may include statements regarding Agriculture, Construction, Europe (formerly "International) and Australia segment initiatives and improvements, segment revenue realization, growth and profitability expectations, the performance of our Ukrainian subsidiary within our Europe segment, inventory availability and consumer demand expectations, our service department capacity leverage expectations, and agricultural and construction equipment industry conditions and trends, involve known and unknown risks and uncertainties that may cause Titan'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 integrate, and realize growth opportunities and synergies in connection with the O'Connors acquisition and the risk that we have assumed unforeseen or other liabilities in connection with the 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 uncertainty and fluctuating conditions in the capital and credit markets, difficulties in conducting international operations, foreign currency risks, governmental agriculture policies, 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.
4



These and other risks are more fully described in Titan'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 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'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 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
Managing Director
646-277-1263
5



TITAN MACHINERY INC.
Consolidated Condensed Balance Sheets
(in thousands)
(Unaudited)
January 31, 2024 January 31, 2023
Assets
Current Assets
Cash $ 38,066  $ 43,913 
Receivables, net of allowance for expected credit losses 153,657  95,844 
Inventories 1,303,030  703,939 
Prepaid expenses and other 24,262  25,554 
Total current assets 1,519,015  869,250 
Noncurrent Assets
Property and equipment, net of accumulated depreciation 298,774  217,782 
Operating lease assets 54,699  50,206 
Deferred income taxes 529  1,246 
Goodwill 64,105  30,622 
Intangible assets, net of accumulated amortization 53,356  18,411 
Other 1,783  1,178 
Total noncurrent assets 473,246  319,445 
Total Assets $ 1,992,261  $ 1,188,695 
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable $ 43,846  $ 40,834 
Floorplan payable 893,846  258,372 
Current maturities of long-term debt 13,706  7,241 
Current maturities of operating leases 10,751  9,855 
Deferred revenue 115,852  119,845 
Accrued expenses and other 74,400  62,004 
Total current liabilities 1,152,401  498,151 
Long-Term Liabilities
Long-term debt, less current maturities 106,407  89,950 
Operating lease liabilities 50,964  48,513 
Deferred income taxes 22,607  9,563 
Other long-term liabilities 2,240  6,212 
Total long-term liabilities 182,218  154,238 
Stockholders' Equity
Common stock —  — 
Additional paid-in-capital 258,657  256,541 
Retained earnings 397,225  284,784 
Accumulated other comprehensive income (loss) 1,760  (5,019)
Total stockholders' equity 657,642  536,306 
Total Liabilities and Stockholders' Equity $ 1,992,261  $ 1,188,695 

6



TITAN MACHINERY INC.
Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
Three Months Ended January 31, Twelve Months Ended January 31,
2024 2023 2024 2023
Revenue
Equipment $ 714,044  $ 470,980  $ 2,145,316  $ 1,711,559 
Parts 90,763  72,222  410,841  327,196 
Service 35,137  27,955  157,315  129,803 
Rental and other 12,188  11,825  44,973  40,748 
Total Revenue 852,132  582,982  2,758,445  2,209,306 
Cost of Revenue
Equipment 626,898  407,161  1,864,558  1,477,539 
Parts 63,146  48,256  279,921  220,418 
Service 12,971  10,920  53,981  46,208 
Rental and other 8,082  7,780  28,631  25,302 
Total Cost of Revenue 711,097  474,117  2,227,091  1,769,467 
Gross Profit 141,035  108,865  531,354  439,839 
Operating Expenses 100,328  83,675  362,509  301,516 
Income from Operations 40,707  25,190  168,845  138,323 
Other Income (Expense)
Interest and other income 2,173  694  3,300  3,862 
Floorplan interest expense (6,028) (788) (13,802) (1,875)
Other interest expense (3,294) (1,267) (7,303) (5,069)
Income Before Income Taxes 33,558  23,829  151,040  135,241 
Provision for Income Taxes 9,595  5,717  38,599  33,373 
Net Income $ 23,963  $ 18,112  $ 112,441  $ 101,868 
Diluted Earnings per Share $ 1.05  $ 0.80  $ 4.93  $ 4.49 
Diluted Weighted Average Common Shares 22,517  22,405  22,499  22,380 

7



TITAN MACHINERY INC.
Consolidated Condensed Statements of Cash Flows
(in thousands)
(Unaudited)
Year Ended January 31,
2024 2023
Operating Activities
Net income $ 112,441  $ 101,868 
Adjustments to reconcile net income to net cash (used) provided by operating activities
Depreciation and amortization 31,479  25,197 
Other, net 12,941  19,995 
Changes in assets and liabilities, net of effects of acquisitions
Inventories (476,389) (180,929)
Manufacturer floorplan payable 368,111  69,633 
Other working capital (80,863) (24,948)
Net Cash (Used) Provided by Operating Activities (32,280) 10,816 
Investing Activities
Property and equipment purchases (62,361) (37,211)
Proceeds from sale of property and equipment 7,134  3,756 
Acquisition consideration, net of cash acquired (107,548) (100,471)
Other, net (597) (139)
Net Cash Used for Investing Activities (163,372) (134,065)
Financing Activities
Net change in non-manufacturer floorplan payable 183,148  22,334 
Net proceeds from long-term debt 6,554  778 
Other, net (1,125) (1,153)
Net Cash Provided by Financing Activities 188,577  21,959 
Effect of Exchange Rate Changes on Cash 1,228  (946)
Net Change in Cash (5,847) (102,236)
Cash at Beginning of Period 43,913  146,149 
Cash at End of Period $ 38,066  $ 43,913 

8



TITAN MACHINERY INC.
Segment Results
(in thousands)
(Unaudited)
Three Months Ended January 31, Twelve Months Ended January 31,
2024 2023 Change 2024 2023 Change
Revenue
Agriculture $ 620,593  $ 440,891  40.8  % $ 2,044,263  $ 1,601,720  27.6  %
Construction 100,095  85,067  17.7  % 332,463  308,457  7.8  %
Europe 61,635  57,024  8.1  % 311,910  299,129  4.3  %
Australia 69,809  —  *n/m 69,809  —  *n/m
Total $ 852,132  $ 582,982  46.2  % $ 2,758,445  $ 2,209,306  24.9  %
Income (Loss) Before Income Taxes
Agriculture $ 28,761  $ 19,345  48.7  % $ 121,072  $ 102,733  17.9  %
Construction 4,599  5,372  (14.4) % 18,346  18,569  (1.2) %
Europe (610) 1,514  *n/m 16,487  20,197  (18.4) %
Australia 4,115  —  *n/m 4,115  —  *n/m
Segment income before income taxes 36,865  26,231  40.5  % 160,020  141,499  13.1  %
Shared Resources (3,307) (2,402) 37.7  % (8,980) (6,258) 43.5  %
Total $ 33,558  $ 23,829  40.8  % $ 151,040  $ 135,241  11.7  %
*n/m = not meaningful

9



TITAN MACHINERY INC.
Non-GAAP Reconciliations
(in thousands, except per share data)
(Unaudited)
Three Months Ended January 31, Twelve Months Ended January 31,
2024 2023 2024 2023
EBITDA
Net Income $ 23,963  $ 18,112  $ 112,441  $ 101,868 
Adjustments
Interest expense, net of interest income 3,104  1,167  6,759  4,730 
Provision for income taxes 9,595  5,717  38,599  33,373 
Depreciation and amortization 8,608  6,842  31,479  25,197 
EBITDA $ 45,270  $ 31,838  $ 189,278  $ 165,168 

10