TITAN MACHINERY INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

The following discussion and analysis of our financial condition and results
of operations should be read in conjunction with our interim unaudited condensed
consolidated financial statements and related notes included in Item 1 of Part I
of this Quarterly Report, and the audited consolidated financial statements and
related 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 fiscal year ended January 31, 2022.

Overview


  We own and operate a network of full service agricultural and construction
equipment stores in the United States and Europe. Based upon information
provided to us by CNH Industrial N.V. or its U.S. subsidiary CNH Industrial
America, LLC, we are the largest retail dealer of Case IH Agriculture equipment
in the world, one of the largest retail dealers of Case Construction equipment
in North America and one of the largest retail dealers of New Holland
Agriculture and New Holland Construction equipment in the United States. We
operate our business through three reportable segments: Agriculture,
Construction and International. Within each segment, we have four principal
sources of revenue: new and used equipment sales, parts sales, service, and
equipment rental and other activities.

  Demand for agricultural equipment and, to a lesser extent, parts and service
support, is impacted by agricultural commodity prices and net farm income. Based
on February 2022 U.S. Department of Agriculture publications, the estimate of
net farm income for calendar year 2022 indicated an approximate 4.5% decrease as
compared to calendar year 2021, and an approximate 25.1% increase in net farm
income for calendar year 2021 as compared to calendar year 2020.

  For the first quarter of fiscal 2023, our net income was $17.5 million, or
$0.78 per diluted share, compared to a fiscal 2022 first quarter net income of
$10.5 million, or $0.47 per diluted share. Our adjusted diluted earnings per
share was $0.79 for the first quarter of fiscal 2023, compared to $0.46 for the
first quarter of fiscal 2022. See the Non-GAAP Financial Measures section below
for a reconciliation of adjusted diluted earnings per share to diluted earnings
per share, the most comparable GAAP financial measure. Significant factors
impacting the quarterly comparisons were:

•Revenue in the first quarter of fiscal 2023 increased by 23.7% compared to the
first quarter of fiscal 2022. Total company same store sales increased 22.1%
compared to the prior year first quarter. Same store sales increased in each of
our three reporting segments.

•Gross profit in the first quarter of fiscal 2023 increased 25.0% compared to
the first quarter of fiscal 2022. The increase in gross profit was primarily the
result of strong equipment sales and equipment gross profit margins increasing
to 12.9% in the first quarter of fiscal 2023 from 11.7% in the first quarter of
fiscal 2022.

•Floorplan and other interest expense decreased a combined 4.7% in the first
quarter of fiscal 2023, as compared to the first quarter last year, due to lower
borrowings.

Russian-Ukrainian Conflict

Since the onset of the active conflict in February 2022, most of Titan Machinery
Ukraine's customers have been able to continue their work, although at a reduced
capacity and schedule. The Company's websites and phone systems have continued
to function but could be negatively impacted in the future. Some of Titan
Machinery Ukraine's back office employees have been able to relocate outside of
Ukraine and continue to work, while the customer support and sales teams have
remained in Ukraine. The conflict could have a significant adverse effect upon
the Company.

As of April 30, 2022, the Company had total assets of $35.0 million in Ukraine.
The physical assets (e.g. inventory and fixed assets) are almost exclusively
located in central and western areas of the country. Total assets in Ukraine as
of January 31, 2022, was $32.7 million.

The situation is highly complex and continues to evolve. If the Company cannot
provide efficient and uninterrupted services, this could have an adverse effect
on the Company's operations and business in Ukraine. In addition, the Company's
ability to maintain adequate liquidity for our operations in Ukraine is
dependent on a number of factors, including Titan Machinery Ukraine's revenue
and earnings, which could be significantly impacted by the conflict in Ukraine.
Further, any additional military movement back into central and western Ukraine
or any major threat to civilians or international banking disruption could
materially impact the operations and liquidity of Titan Machinery Ukraine and
the Company.


                                       20

——————————————————————————–

Table of Contents

Impact of the COVID-19 Pandemic on the Company


  We continue to monitor the progression of COVID-19 and its impact on our
business. As this pandemic continues, we are following the directives and advice
of government leaders and medical professionals and continue to attempt to
mitigate its impact on our employees, customers, vendors, and other business
partners, and communities in which we live and work.

  While there was no material adverse impacts on the Company's results of
operations for the three months ended April 30, 2022 or 2021, uncertainty
remains regarding the magnitude and duration of the pandemic and the resulting
potential future financial effects. Increased infection rates and any future
responses to mitigate the spread of the virus, including any potential
vaccination mandates that would apply to our employees, could impact our
business and our financial results of future periods.

Acquisitions

Fiscal 2023


  On April 1, 2022, the Company acquired certain assets of Mark's Machinery,
Inc. The acquired business consisted of two agricultural equipment stores in
Wagner and Yankton, South Dakota. These locations are included in our
Agriculture segment. In its most recent fiscal year, Mark's Machinery, Inc.
generated revenue of approximately $34.0 million. The total cash consideration
paid for the acquired business was $7.7 million.

Fiscal 2022


  On December 1, 2021, the Company acquired certain assets of Jaycox Implement,
Inc. The acquired business consisted of three agricultural equipment stores in
Worthington and Luverne, Minnesota and Lake Park, Iowa. These locations are
included in our Agriculture segment. In its most recent fiscal year, Jaycox
Implement, Inc. generated revenue of approximately $91 million. The total cash
consideration paid for the acquired business was $33.6 million.

ERP Transition


  The Company is in the process of converting to a new Enterprise Resource
Planning ("ERP") application. The new ERP application is expected to provide
data-driven and mobile-enabled sales and support tools to improve employee
efficiency and deliver an enhanced customer experience. The Company integrated
one pilot store on the new ERP system in the second quarter of fiscal 2021 and
also integrated the five stores acquired through the Jaycox Implement and Mark's
Machinery acquistions in December 2021 and April 2022, respectively. We expect
to begin our phased roll-out to the remaining domestic locations, beginning in
the second half of fiscal 2023.

Critical Accounting Policies and Estimates


  Our critical accounting policies and estimates are included in the
Management's Discussion and Analysis of Financial Condition and Results of
Operations section of our Annual Report on Form 10-K for the fiscal year ended
January 31, 2022. There have been no changes in our critical accounting policies
and estimates since January 31, 2022.

Results of Operations


  The results presented below include the operating results of any acquisition
made during these periods, from the date of acquisition, as well as the
operating results of any stores closed or divested during these periods, up to
the date of the store closure. The period-to-period comparisons included below
are not necessarily indicative of future results. Segment information is
provided later in the discussion and analysis of our results of operations.

  Same-store sales for any period represent sales by stores that were part of
the Company for the entire comparable period in the current and preceding fiscal
years. We do not distinguish between relocated or recently expanded stores in
this same-store analysis. Closed stores are excluded from the same-store
analysis. Stores that do not meet the criteria for same-store classification are
described as excluded stores throughout this Results of Operations section.

                                       21

——————————————————————————–

Table of Contents


Comparative financial data for each of our four sources of revenue are expressed
below.
                             Three Months Ended April 30,
                             2022                       2021
                                (dollars in thousands)
Equipment
Revenue               $      356,366                $ 275,980
Cost of revenue              310,234                  243,676
Gross profit          $       46,132                $  32,304
Gross profit margin             12.9   %                 11.7  %
Parts
Revenue               $       68,562                $  62,626
Cost of revenue               47,310                   44,440
Gross profit          $       21,252                $  18,186
Gross profit margin             31.0   %                 29.0  %
Service
Revenue               $       29,523                $  27,702
Cost of revenue               10,760                    9,294
Gross profit          $       18,763                $  18,408
Gross profit margin             63.6   %                 66.5  %
Rental and other
Revenue               $        6,556                $   6,398
Cost of revenue                4,009                    4,318
Gross profit          $        2,547                $   2,080
Gross profit margin             38.9   %                 32.5  %

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

                                    Three Months Ended April 30,
                                         2022                   2021
Revenue
Equipment                                          77.3  %      74.1  %
Parts                                              14.9  %      16.8  %
Service                                             6.4  %       7.4  %
Rental and other                                    1.4  %       1.7  %
Total Revenue                                     100.0  %     100.0  %
Total Cost of Revenue                              80.8  %      81.0  %
Gross Profit Margin                                19.2  %      19.0  %
Operating Expenses                                 13.9  %      15.1  %

Income from Operations                              5.3  %       3.9  %
Other Income (Expense)                             (0.2) %      (0.2) %
Income Before Income Taxes                          5.1  %       3.7  %
Provision for Income Taxes                          1.3  %       0.8  %
Net Income                                          3.8  %       2.8  %





                                       22

——————————————————————————–

Table of Contents


Three Months Ended April 30, 2022 Compared to Three Months Ended April 30, 2021

Consolidated Results

Revenue
                          Three Months Ended April 30,            Increase/       Percent
                              2022                   2021         (Decrease)      Change
                                     (dollars in thousands)
Equipment          $       356,366                $ 275,980      $   80,386        29.1  %
Parts                       68,562                   62,626           5,936         9.5  %
Service                     29,523                   27,702           1,821         6.6  %
Rental and other             6,556                    6,398             158         2.5  %
Total Revenue      $       461,007                $ 372,706      $   88,301        23.7  %


   Total revenue for the first quarter of fiscal 2023 was 23.7% or $88.3 million
higher than the first quarter of fiscal 2022 driven primarily by an increase in
Company-wide same-store sales of 22.1% and our acquistions of Jaycox Implement
and Mark's Machinery, completed in December 2021 and April 2022, respectively.
The same-store sales increase was primarily driven by favorable commodity
prices, higher net farm income and increased construction activity in our
footprint.
                                   Three Months Ended April 30,            Increase/       Percent
                                  2022                        2021         (Decrease)      Change
                                              (dollars in thousands)
Gross Profit
Equipment                   $      46,132                  $ 32,304       $  13,828         42.8  %
Parts                              21,252                    18,186           3,066         16.9  %
Service                            18,763                    18,408             355          1.9  %
Rental and other                    2,547                     2,080             467         22.5  %
Total Gross Profit          $      88,694                  $ 70,978       $  17,716         25.0  %
Gross Profit Margin
Equipment                            12.9   %                  11.7  %          1.2  %      10.3  %
Parts                                31.0   %                  29.0  %          2.0  %       6.9  %
Service                              63.6   %                  66.5  %         (2.9) %      (4.4) %
Rental and other                     38.8   %                  32.5  %          6.3  %      19.4  %
Total Gross Profit Margin            19.2   %                  19.0  %          0.2  %       1.1  %
Gross Profit Mix
Equipment                            52.0   %                  45.5  %          6.5  %      14.3  %
Parts                                24.0   %                  25.6  %         (1.6) %      (6.3) %
Service                              21.2   %                  25.9  %         (4.7) %     (18.1) %
Rental and other                      2.8   %                   3.0  %         (0.2) %      (6.7) %
Total Gross Profit Mix              100.0   %                 100.0  %


   Gross profit for the first quarter of fiscal 2023 increased 25.0% or $17.7
million, as compared to the same period last year. Gross profit margin also
improved to 19.2% in the current quarter from 19.0% in the prior year quarter.
The increase in gross profit margin was primarily due to stronger equipment
margins, which were positively impacted by a healthy inventory and favorable end
market conditions. The increase in equipment margins, was partially offset by
the gross profit mix shift, to lower margin equipment sales relative to parts,
service, and rental sales.

   Our Company-wide absorption rate - which is calculated by dividing our gross
profit from sales of parts, service and rental fleet by our operating expenses,
less commission expense on equipment sales, plus interest expense on floorplan
payables and rental fleet debt - increased to 80.3% for the first quarter of
fiscal 2023 compared to 76.0% during the same period last year as the increase
in gross profit from parts, rental fleet, and service in the first quarter of
fiscal 2023 combined with lower floorplan interest expenses more than offset the
increase in operating expenses during the period.

                                       23

——————————————————————————–

  Table of Contents

Operating Expenses
                                                    Three Months Ended April 30,             Increase/             Percent
                                                       2022                 2021            (Decrease)              Change
                                                                 (dollars in thousands)
Operating Expenses                               $      64,152           $ 56,442          $    7,710                   13.7  %
Operating Expenses as a Percentage of Revenue             13.9   %           15.1  %             (1.2) %                (7.9) %


  Our operating expenses in the first quarter of fiscal 2023 increased 13.7% as
compared to the first quarter of fiscal 2022. The increase in operating expenses
was primarily due to an increase in variable expenses associated with increased
sales. Operating expenses as a percentage of revenue decreased to 13.9% in the
first quarter of fiscal 2023 from 15.1% in the first quarter of fiscal 2022. The
decrease in operating expenses as a percentage of revenue was due to the
increase in total revenue in the first quarter of fiscal 2023, as compared to
the first quarter of fiscal 2022, which positively affected our ability to
leverage our fixed operating costs.

Other Income (Expense)

                                                    Three Months Ended April 30,              Increase/             Percent
                                                       2022                  2021            (Decrease)              Change
                                                                 (dollars in thousands)
Interest and other income                       $           492          $     665          $     (173)                 (26.0) %
Floorplan interest expense                                 (254)              (418)               (164)                 (39.2) %
Other interest expense                                   (1,196)            (1,104)                 92                    8.3  %


  Interest and other income decreased by $0.2 million in the first quarter of
fiscal 2023, as compared to the first quarter of fiscal 2022, due to
fluctuations in foreign currency exchange rates, primarily the Ukrainian
currency. The decrease in floorplan interest expense of 39.2% was due to lower
borrowings. The increase in other interest expense was primarily due to
increased fixed rate, long term debt from real estate purchases throughout
fiscal 2022.

Provision for Income Taxes
                                    Three Months Ended April 30,             Increase/       Percent
                                          2022                   2021        (Decrease)      Change
                                               (dollars in thousands)
Provision for Income Taxes   $        6,044                    $ 3,132      $    2,912        93.0  %


   Our effective tax rate was 25.6% and 22.9% for the three months ended
April 30, 2022 and April 30, 2021, respectively. The effective tax rate for each
of the three months ended April 30, 2022 and 2021 is subject to variation due to
factors such as the impact of certain discrete items, mainly the vesting of
share-based compensation, the mix of domestic and foreign income and recognition
of a valuation allowance on certain of our foreign deferred tax assets.


                                       24

——————————————————————————–

Table of Contents

Segment Results


  Certain financial information for our Agriculture, Construction and
International business segments is presented below. "Shared Resources" in the
table below refers to the various unallocated income/(expense) items that we
have retained at the general corporate level. Revenue between segments is
immaterial.
                                                        Three Months Ended April 30,              Increase/             Percent
                                                           2022                  2021            (Decrease)              Change
                                                                     (dollars in thousands)
Revenue
Agriculture                                         $       318,548          $ 229,554          $   88,994                   38.8  %
Construction                                                 66,964             68,608              (1,644)                  (2.4) %
International                                                75,495             74,544                 951                    1.3  %
Total                                               $       461,007          $ 372,706          $   88,301                   23.7  %

Income Before Income Taxes
Agriculture                                         $        16,449          $  11,224          $    5,225                   46.6  %
Construction                                                  3,210                138               3,072                       n/m
International                                                 4,325              2,808               1,517                   54.0  %
Segment Income Before Income Taxes                           23,984             14,170               9,814                   69.3  %
Shared Resources                                               (400)              (491)                 91                   18.5  %
Total                                               $        23,584          $  13,679          $    9,905                   72.4  %


Agriculture

  Agriculture segment revenue for the first quarter of fiscal 2023 increased
38.8% compared to the first quarter of fiscal 2022. The higher revenue was
driven primarily by an increase in same-store sales of 26.3% and our acquistions
of Jaycox Implement and Mark's Machinery, completed in December 2021 and April
2022, respectively. The same-store sales increase was primarily driven by
favorable commodity prices and higher net farm income.

  Agriculture segment income before income taxes was $16.4 million for the first
quarter of fiscal 2023 compared to $11.2 million for the first quarter of fiscal
2022. Higher equipment revenue along with increased gross profit margin on
equipment were the primary drivers of the increase in income before income
taxes.

Construction


  Construction segment revenue for the first quarter of fiscal 2023 decreased
2.4% compared to the first quarter of fiscal 2022. However, after taking into
account the divestiture of the Billings, Great Falls, and Missoula, Montana, and
Gillette, Wyoming stores in the fourth quarter of fiscal 2022 and the first
quarter of fiscal 2023 divestiture of our consumer products store in North
Dakota, same-store sales in our Construction segment increased 24.9% for the
first quarter of fiscal 2023, as compared to the first quarter of fiscal 2022.
Higher same store sales were driven by increased construction activity
throughout our footprint.

  Our Construction segment income before taxes was $3.2 million for the first
quarter of fiscal 2023 compared to $0.1 million in the first quarter of fiscal
2022. The improvement in segment results was primarily due to an increase in
same store sales, as described above, the sale of our consumer products store,
in the first quarter of fiscal 2023, resulting in a gain of $1.4 million and
increased equipment gross profit margin. An increase in rental fleet
utilization, led to an increase in rental gross profit margin, also contributed
to the improvement in segment results. The dollar utilization - which is
calculated by dividing the rental revenue earned on our rental fleet by the
average gross carrying value of our rental fleet (comprised of original
equipment costs plus additional capitalized costs) for that period - of our
rental fleet increased from 19.2% in the first quarter of fiscal 2022 to 24.5%
in the first quarter of fiscal 2023.

International


  International segment revenue, for the first quarter of fiscal 2023 increased
1.3% compared to the first quarter of fiscal 2022. Higher segment revenue was
driven by many of the same macroeconomic factors as the Agriculture segment,
which has improved customer sentiment and has had a positive impact on equipment
sales. The increase in revenue was partially offset by lower revenues in our
Ukrainian subsidiary, which was impacted by the Russia-Ukraine conflict in the
first quarter of fiscal
                                       25

--------------------------------------------------------------------------------
  Table of Contents
2023. Same-store sales in our International segment increased 6.2% for the first
quarter of fiscal 2023 as compared to the first quarter of fiscal 2022,
primarily driven by an increase in equipment sales.

  Our International segment income before income taxes was $4.3 million for the
first quarter of fiscal 2023 compared to segment income before income taxes of
$2.8 million for the same period last year. The increase in segment pre-tax
income was primarily the result of increased equipment sales and equipment gross
profit margin. This increase was partially offset by a $0.7 million estimated
bad debt provision on our accounts receivables with customers of Titan Machinery
Ukraine.

Shared Resources/Eliminations

  We incur centralized expenses/income at our general corporate level, which we
refer to as "Shared Resources," and then allocate most of these net expenses to
our segments. Since these allocations are set early in the year, unallocated
balances may occur. Shared Resources loss before income taxes was $0.4 million
for the first quarter of fiscal 2023 compared to a loss before income taxes of
$0.5 million for the same period last year.

Non-GAAP Financial Measures


  To supplement net income and diluted earnings per share ("Diluted EPS"), both
GAAP measures, we present adjusted net income and adjusted Diluted EPS, both
non-GAAP measures, which include adjustments for items such as foreign currency
remeasurement gains/losses in Ukraine. We believe that the presentation of
adjusted net income and adjusted Diluted EPS is relevant and useful to our
management and investors because it provides a measurement of earnings on
activities that we consider to occur in the ordinary course of our business.
Adjusted net income and adjusted Diluted EPS should be evaluated in addition to,
and not considered a substitute for, or superior to, the most comparable GAAP
measure. In addition, other companies may calculate these non-GAAP measures in a
different manner, which may hinder comparability of our adjusted results with
those of other companies.

The following tables reconcile (i) net income, a GAAP measure, to adjusted net
income and (ii) Diluted EPS, a GAAP measure, to adjusted Diluted EPS:

Three Months Ended April 30,

                                                                          2022                2021
                                                                     

(dollars in thousands, except per

                                                                                share data)
Adjusted Net Income
Net Income                                                           $    17,540          $  10,547
Adjustments

Ukraine remeasurement (gain) / loss (1)                                      294               (129)
Total Pre-Tax Adjustments                                                    294               (129)

Adjusted Net Income                                                  $    17,834          $  10,418

Adjusted Diluted EPS
Diluted EPS                                                          $      0.78          $    0.47
Adjustments (2)

Ukraine remeasurement (gain) / loss (1)                                     0.01              (0.01)
Total Pre-Tax Adjustments                                                   0.01              (0.01)

Adjusted Diluted EPS                                                 $      0.79          $    0.46

(1) Due to the income tax valuation allowance on the Ukrainian subsidiary, there are no tax
adjustments of the Ukraine remeasurement (gain)/loss for the quarters ending April 30, 2022 and 2021.
(2) Adjustments are net of amounts allocated to participating securities where applicable.


Liquidity and Capital Resources

Sources of Liquidity


  Our primary sources of liquidity are cash reserves, cash generated from
operations, and borrowings under our floorplan and other credit facilities. We
expect these sources of liquidity to be sufficient to fund our working capital
requirements, acquisitions, capital expenditures and other investments in our
business, service our debt, pay our tax and lease obligations and other
commitments and contingencies, and meet any seasonal operating requirements for
the foreseeable future,

                                       26

——————————————————————————–

Table of Contents


provided that our borrowing capacity under our credit agreements is dependent on
compliance with various covenants as further described in the "Risk Factors"
section of our Annual Report on Form 10-K.

Equipment Inventory and Floorplan Payable Credit Facilities


  As of April 30, 2022, the Company had floorplan payable lines of credit for
equipment purchases totaling $751.0 million, which is primarily comprised of a
$450.0 million credit facility with CNH Industrial, a $185.0 million floorplan
payable line under the Bank Syndicate Agreement, and a $50.0 million credit
facility with DLL Finance.

  Our equipment inventory turnover increased from 2.3 times for the rolling 12
month period ended April 30, 2021 to 3.5 times for the rolling 12 month period
ended April 30, 2022. The increase in equipment turnover was attributable to an
increase in equipment sales and a decrease in average equipment inventory over
the rolling 12 month period ended April 30, 2022 as compared to the same period
ended April 30, 2021. Our equity in equipment inventory, which reflects the
portion of our equipment inventory balance that is not financed by floorplan
payables, decreased to 51.2% as of April 30, 2022 from 58.2% as of January 31,
2022. The decrease was due to more inventory being financed with non-interest
bearing floorplan lines of credit.

Adequacy of Capital Resources


  Our primary uses of cash have been to fund our operating activities, including
the purchase of inventories and providing for other working capital needs,
meeting our debt service requirements, making payments due under our various
leasing arrangements, and funding capital expenditures, including rental fleet
assets. Based on our current operational performance, we believe our cash flow
from operations, available cash and available borrowing capacity under our
existing credit facilities will adequately provide for our liquidity needs for,
at a minimum, the next 12 months.

  As of April 30, 2022, we were in compliance with the financial covenants under
our CNH Industrial and DLL Finance credit agreements and we were not subject to
the fixed charge coverage ratio covenant under the Bank Syndicate Agreement as
our adjusted excess availability plus eligible cash collateral (as defined
therein) was not less than 15% of the lesser of (i) aggregate borrowing base and
(ii) maximum credit amount as of April 30, 2022. While not expected to occur, if
anticipated operating results were to create the likelihood of a future covenant
violation, we would expect to work with our lenders on an appropriate
modification or amendment to our financing arrangements.

Cash Flow

Cash Flow Provided by Operating Activities


  Net cash provided by operating activities was $5.3 million for the first three
months of fiscal 2023, compared to net cash provided by operating activities of
$27.0 million for the first three months of fiscal 2022. The change in net cash
provided by operating activities is primarily the result of 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 three
months of fiscal 2023.

Cash Flow Used for Investing Activities


  Net cash used for investing activities was $11.9 million for the first three
months of fiscal 2023, compared to $9.0 million for the first three months of
fiscal 2022. The increase in cash used for investing activities was primarily
the result of the business acquisition of Mark's Machinery in the first three
months of fiscal 2023.

Cash Flow Provided by (Used for) Financing Activities


  Net cash provided by financing activities was $8.0 million for the first three
months of fiscal 2023 compared to cash used for financing activities of $6.8
million for the first three months of fiscal 2022. The increase in cash provided
by financing activities was primarily the result of proceeds from the financing
of real estate, owned by the Company, and increased non-manufactured floorplan
payables in the first three months of fiscal 2023 compared to the same period
last year.

Information Concerning Off-Balance Sheet Arrangements


  As of April 30, 2022, we did not have any relationships with unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which would have been
established for the purpose of facilitating off-balance sheet arrangements or
other contractually narrow or limited purposes. Therefore, we are not exposed to
any financing, liquidity, market or credit risk that could arise if we had
engaged in these relationships.

                                       27

——————————————————————————–

Table of Contents

FORWARD-LOOKING STATEMENTS


  The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Forward-looking statements are contained in this
Quarterly Report on Form 10-Q, including in "Management's Discussion and
Analysis of Financial Condition and Results of Operations," as well as in our
Annual Report on Form 10-K for the year ended January 31, 2022, and in other
materials filed or to be filed by the Company with the Securities and Exchange
Commission (and included in oral statements or other written statements made or
to be made by the Company).

  Forward-looking statements are statements based on future expectations and
specifically may include, among other things, statements relating to our
expectations regarding the performance of our Ukrainian subsidiary within our
International segment, the impact of farm income levels on customer demand for
agricultural equipment and services, the impact of the COVID-19 pandemic on our
business, the effectiveness of the new ERP system and the timing of the phased
roll-out of the ERP system to the Company's domestic locations, the general
market conditions of the agricultural and construction industries, equipment
inventory levels, and our primary liquidity sources, and the adequacy of our
capital resources. Any statements that are not based upon historical facts,
including the outcome of events that have not yet occurred and our expectations
for future performance, are forward-looking statements. 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. These forward-looking statements involve
important risks and uncertainties that could significantly affect anticipated
results or outcomes in the future and, accordingly, actual results or outcomes
may differ from those expressed in any forward-looking statements made by or on
behalf of the Company. These risks and uncertainties include, but are not
limited to, 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 and business, including the disruption of supply chains and
associated impacts on the Company's supply vendors, adverse market conditions in
the agricultural and construction equipment industries, and those matters
identified and discussed under the section titled "Risk Factors" in our Annual
Report on Form 10-K. In addition to those matters, there may exist additional
risks and uncertainties not currently known to us or that we currently deem to
be immaterial that may materially adversely affect our business, financial
condition or results of operations.

                                       28

——————————————————————————–

Table of Contents

© Edgar Online, source Glimpses

Source link

Leave a Reply

Your email address will not be published. Required fields are marked *