Titan Machinery : TITN O'Connors Acquisition Overview

ACQUISITION

OF O'CONNORS

Supplemental Presentation

August 30, 2023

FORWARD LOOKING STATEMENTS

Except for historical information contained herein, the statements in this presentation 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 presentation , which include statements regarding the expected impact of the O'Connors acquisition and modeling assumptions and expected results of operations for the fiscal year ending January 31, 2024 and may include statements regarding Agriculture, Construction, and International segment initiatives and improvements, segment revenue realization, growth and profitability expectations, the performance of our Ukrainian subsidiary within our International segment, agricultural equipment industry conditions and trends, involve known and unknown risks and uncertainties that may cause Titan Machinery's actual results in future periods to differ materially from the forecasted assumptions and expected results. The Company's risks and uncertainties include, among other things, our ability to successfully integrate and realize growth opportunities and synergies in connection with the O'Connors acquisition, and the risk that we assume 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 success of recently implemented initiatives within the Company's operating segments, the uncertainty and fluctuating conditions in the capital and credit markets, difficulties in conducting international operations, foreign currency risks, governmental agriculture policies, seasonal fluctuations, the ability of the Company to manage inventory levels, weather conditions, disruption in receiving ample inventory financing, and increased competition in the geographic areas served. These and other risks are more fully described in Titan Machinery's filings with the Securities and Exchange Commission, including the Company's most recently filed Annual Report on Form 10-K, as updated in subsequently filed Quarterly Reports on Form 10-Q, as applicable. Titan Machinery conducts its business in a highly competitive and rapidly changing environment. Accordingly, new risks and uncertainties may arise. It is not possible for management to predict all such risks and uncertainties, nor to assess the impact of all such risks and uncertainties on Titan Machinery's business or the extent to which any individual risk or uncertainty, or combination of risks and uncertainties, may cause results to differ materially from those contained in any forward-looking statement. Other than as required by law, Titan Machinery disclaims any obligation to update such risks and uncertainties or to publicly announce results of revisions to any of the forward-looking statements contained in this presentation to reflect future events or developments.

Non-GAAP Financial Measures

Within this presentation, the Company refers to certain adjusted financial measures for O'Connors, which have directly comparable GAAP financial measures as identified in this presentation. The Company believes that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures for O'Connors, can provide more information to assist investors in evaluating current period performance and in assessing future performance. These non-GAAP financial measures for O'Connors should be considered in addition to, and not superior to or as a substitute for, the GAAP financial measures presented in this presentation and the Company's financial statements and other publicly filed reports. Non-GAAP financial measures for O'Connors presented in this presentation may not be comparable to similarly titled measures used by other companies. Investors are encouraged to review the reconciliations of adjusted financial measures for O'Connors used in this presentation to their most directly comparable GAAP financial measures. These reconciliations are attached to this release. The tables included in the Non-GAAP Reconciliations table section reconcile net income and EBITDA (all non-GAAP financial measures) for the periods presented, to their respective most directly comparable GAAP financial measure.

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TRANSACTION SUMMARY

OVERVIEW

Titan Machinery to acquire

O'Connors

CONSIDERATION

~$63M

FUNDED FROM CASH AND EXISTING CREDIT FACILITY

Subject to final working capital and other closing adjustments

Largest Case IH Ag equipment dealership network in Australia

Providing end-to-end offerings in equipment, parts and service, and aftersales services

$258M

REVENUE(1)

$21.4M

EBITDA(1) (2)

O'Connor's full fiscal year ended June 30, 2023, as translated to USD

TIMING

Q4 OF CALENDAR 2023

ESTIMATED	Subject to closing
CLOSING	conditions

1. Based on unaudited financial statements for the full fiscal year ended June 30, 2023, and translated using an exchange rate of .67 AUD / 1.00 USD
2. See reconciliation at the end of this presentation

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ACQUISITION OVERVIEW

O'Connors Summary Financials

FOCUS

Strong parts & service business

Comparable margin profile and revenue mix

to Titan Machinery

Case IH market share leadership in high horsepower equipment, and franchise rights to over 25 complementary brands.

FOOTPRINT

16 locations with coverage across

3 regions in the Grain Belt (Victoria, New South Wales, South Australia).

Professional and experienced management team with proven record of driving financial returns through a combination of organic and acquisitive growth

HEADQUARTERS

Horsham,

Victoria, Australia

This recurring revenue anchors a diversified revenue base

18.7%

GROSS MARGIN(1)

7.2%

PRE-TAX MARGIN(1)

EMPLOYEES

~380

1. Full fiscal year ended June 30, 2023
2. Revenue and Gross Margin mix based on a 3-year historical average

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AUSTRALIAN AGRICULTURE MARKET OVERVIEW

Australia is the third largest exporter of wheat behind Russia & the EU(1)

The Australian Grain Belt is experiencing strong demand for broadacre cropping outputs

Australia is a large and sophisticated grain and oilseed producer (value of ag production is forecast to reach $85B AUD in 2023)

Strong commodity prices, better yields, improved cropping practices, and farm expansion driving growth in plantable area

With greater economies of scale and more sophisticated operations, the market is seeing greater investment in technology to drive productivity

O'Connors is well positioned to capitalize on industry trends that underpin strong AU Ag fundamentals

Global grain consumption has consistently outstripped production in the last 5 years and is expected to sustain strong future demand

O'Connors network is strategically located to service a growing broadacre cropping customer base in key grain growing regions

Farm expansion supports the need for larger equipment, which O'Connors specializes in, to deliver on economies of scale to achieve productivity targets

Source: ABARES

(1) Based on data from the USDA Economic Research Service

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