What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-09-05 compared with 2024-06-07 · 253 added, 75 removed, 145 unchanged (69% of the section changed)

11 unchanged sentences

Department of Agriculture publications, net farm income is estimated to decrease by 25.5% in calendar year 2024, as compared to calendar year 2023, but remain in line with the average inflation adjusted net farm income for the previous 20 years.

For the first quarter of fiscal 2025, our net income was $9.4 million, or $0.41 per diluted share, compared to a fiscal 2024 first quarter net income of $27.0 million, or $1.19 per diluted share.

Given this expected decrease in farmer profitability, the industry is experiencing decreased demand for equipment purchases.

For the second quarter of fiscal 2025, our net loss was $4.3 million, or $0.19 loss per diluted share, compared to a fiscal 2024 second quarter net income of $31.3 million, or $1.38 per diluted share.

Significant factors impacting the quarterly comparisons were:

• Gross profit margin decreased to 19.4% for first quarter of fiscal 2025, as compared to 20.8% for the first quarter of fiscal 2024.

The decrease in gross profit margin is primarily the result of a normalization of equipment gross profit margin as supply has caught up with demand.

• Floorplan interest expense increased by $5.8 million in the first quarter of fiscal 2025 as compared to the same period in fiscal 2024, due to an increase in interest bearing inventory.

• Revenue in the first quarter of fiscal 2025 increased by 10.4% compared to the first quarter of fiscal 2024.

The revenue increase was led by additional revenue resulting from the acquisition of O'Connors, in October 2023.

• Gross profit margin decreased to 17.7% for the second quarter of fiscal 2025, as compared to 20.8% for the second quarter of fiscal 2024.

The decrease in gross profit margin is primarily due to lower equipment margins, which are being driven by higher levels of inventory and softening demand.

• Floorplan interest expense increased by $6.8 million in the second quarter of fiscal 2025 as compared to the same period in fiscal 2024.

The increase is primarily due to a higher level of interest-bearing inventory and usage of existing floorplan capacity to finance the O'Connors acquisition in October 2023.

• Revenue in the second quarter of fiscal 2025 decreased by 1.4% compared to the second quarter of fiscal 2024.

The revenue decrease was led by softening of demand for equipment purchases due to the expected decline of net farm income this growing season and offset by the additional revenue resulting from the acquisition of O'Connors, in October 2023.

• Interest income and other income (expense) decreased $7.7 million in the second quarter of fiscal 2025 as compared to the same period in fiscal 2024, primarily due to a one-time, non-cash sale-leaseback financing expense of $11.2 million related to the agreement to purchase 13 of our leased facilities at the end of the respective lease terms.

O’Connor & Sons Pty.

1 unchanged sentence

The acquired business consisted of 15 CaseIH dealership locations and one parts center in the states of New South Wales, South Australia, and Victoria in Southeastern Australia.

O'Connors has been a successful Case IH complex, and our acquisition of this entity provides the Company with the opportunity to expand our international presence into the large, well-established Australian agriculture market.

O'Connors has been a successful Case IH complex, and our acquisition of this entity provides us with the opportunity to expand our international presence into the large, well-established Australian agriculture market.

Total cash consideration paid for O'Connors was $66.5 million, which was financed through available cash resources and line of credit availability.

The 15 O’Connors store locations are included within our new Australia segment.

The 15 O’Connors store locations are included within our Australia segment.

ERP Transition

The Company is in the process of converting to a new Enterprise Resource Planning ("ERP") application.

We are 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 has implemented a phased roll-out plan to integrate all of its domestic stores to the new ERP, which it plans to complete by the end of fiscal year 2025.

We have implemented a phased roll-out plan to integrate all of our domestic stores to the new ERP, which we plan to complete by the end of fiscal year 2025.

Critical Accounting Policies and Estimates

10 unchanged sentences

Comparative financial data for each of our four sources of revenue are expressed below.

Three Months Ended April 30,

(dollars in thousands)

Three Months Ended July 31, Six Months Ended July 31,

2024 2023 2024 2023

(dollars in thousands) (dollars in thousands)

Revenue $ 465,233 $ 480,122 $ 933,322 $ 909,498

16 unchanged sentences

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,

Three Months Ended July 31, Six Months Ended July 31,

2024 2023 2024 2023

Equipment 73.4 % 74.7 % 73.9 % 75.0 %

6 unchanged sentences

Operating Expenses 15.0 % 13.8 % 15.4 % 14.0 %

Impairment of Goodwill 0.1 % — % — % — %

Impairment of Intangible and Long-Lived Assets 0.1 % — % 0.1 % — %

Income from Operations 2.5 % 6.9 % 3.0 % 6.8 %

Other Expense (3.2) % (0.5) % (2.4) % (0.4) %

Income Before Income Taxes 2.0 % 6.2 %

(Loss) Income Before Income Taxes (0.7) % 6.5 % 0.7 % 6.4 %

Provision for Income Taxes — % 1.6 % 0.3 % 1.5 %

Net Income 1.5 % 4.7 %

Three Months Ended April 30, 2024 Compared to Three Months Ended April 30, 2023

Net (Loss) Income (0.7) % 4.9 % 0.4 % 4.8 %

Three Months Ended July 31, 2024 Compared to Three Months Ended July 31, 2023

Consolidated Results

Three Months Ended April 30, Increase/ Percent

Three Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

5 unchanged sentences

Total Revenue $ 633,674 $ 642,568 $ (8,894) (1.4) %

Total revenue for the first quarter of fiscal 2025 was 10.4% or $59.1 million higher than the first quarter of fiscal 2024 driven primarily due to the acquisition of O'Connors that was completed in October 2023.

Same-store sales increased by 1.1%, driven by an increase of 4.3% by the Agriculture segment, which was partially offset by European same-store sales decrease of 15.5%.

Three Months Ended April 30, Increase/ Percent

Total revenue for the second quarter of fiscal 2025 declined by 1.4% or $8.9 million compared to the second quarter of fiscal 2024 primarily due to same-store sales decrease of 12.5% which were negatively impacted by challenging industry conditions such as decreases in agricultural commodity prices and projected net farm income that have a negative effect on customer sentiment.

Net farm income has been strong in many of the recent years;

however, in February 2024, the U.S.

Department of Agriculture published its projection of a 25.5% decrease in net farm income from calendar year 2023 to 2024.

A change in actual or anticipated net farm income generally have a direct correlation with the equipment revenue we earn.

These decreases were offset by the acquisition of O'Connors that was completed in October 2023.

Three Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

17 unchanged sentences

Total Gross Profit Mix 100.0 % 100.0 %

Gross profit for the first quarter of fiscal 2025 increased 2.7% or $3.2 million, as compared to the same period last year.

Gross profit for the second quarter of fiscal 2025 decreased 15.8% or $21.0 million, as compared to the same period last year.

Gross profit margin declined to 17.7% in the current quarter from 20.8% in the prior year quarter.

The decrease in gross profit margin is primarily the result of a normalization of equipment gross profit margin as supply has caught up with demand.

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 — decreased to 71.2% for the first quarter of fiscal 2025 compared to 83.5% during the same period last year, led by increased floorplan interest expense in the first quarter of fiscal 2025 compared to the same period last year.

The decrease in gross profit margin in the second quarter of fiscal 2025 was primarily due to lower equipment margins, which are being driven by higher levels of inventory and softening demand.

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 — decreased to 71.8% for the second quarter of fiscal 2025 compared to 88.9% during the same period last year.

The decrease in our absorption rate was primarily due to increased floorplan interest expense in the second quarter of fiscal 2025 compared to the same period last year.

Operating Expenses

Three Months Ended April 30, Increase/ Percent

Three Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

2 unchanged sentences

Operating Expenses as a Percentage of Revenue 15.0 % 13.8 % 1.2 % 8.7 %

Our operating expenses in the first quarter of fiscal 2025 increased 21.9% as compared to the first quarter of fiscal 2024.

The increase in operating expenses was led by additional operating expenses due to acquisitions that have taken place in the past year.

Operating expenses as a percentage of revenue increased to 15.8% in the first quarter of fiscal 2025 from 14.3% in the first quarter of fiscal 2024.

Three Months Ended April 30, Increase/ Percent

Our operating expenses in the second quarter of fiscal 2025 increased 7.2% as compared to the second quarter of fiscal 2024.

The increase in operating expenses was primarily the result of additional operating expenses due to acquisitions that have taken place in the past year.

Operating expenses as a percentage of revenue increased to 15.0% in the second quarter of fiscal 2025 from 13.8% in the second quarter of fiscal 2024.

Impairment Charges

Three Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

(dollars in thousands)

Interest and other income (expense) $ (288) $ 720 $ (1,008) (140.0) %

Floorplan interest expense (7,064) (1,272) 5,792 455.3 %

Other interest expense (2,459) (1,274) 1,185 93.0 %

The change in interest and other income (expense) for the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 was primarily the result of foreign currency fluctuations in the quarter, creating foreign currency losses for the first quarter fiscal 2025.

The increase in floorplan interest expense for the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024 was primarily due to a higher level of interest-bearing inventory in the first quarter of fiscal 2025.

The increase in other interest expense in the first quarter of fiscal 2025 is the result of an increased amount of long term debt outstanding resulting from real estate purchased as part of dealership acquisitions and purchases of previously leased facilities in fiscal 2024 as well as increased borrowing on our CNH Industrial revolver line of credit.

Impairment of Goodwill $ 531 $ — n/m n/m

Impairment of Intangible and Long-Lived Assets $ 942 $ — n/m n/m

*n/m - not meaningful

In the second quarter of fiscal 2025, we recognized $0.5 million in impairment expense related to goodwill assets and $0.9 million in impairment expense related to other intangible and long-lived assets in our German reporting unit which is included in our Europe segment.

Other Income (Expense)

Three Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

(dollars in thousands)

Interest and other income (expense) $ (7,048) $ 641 $ (7,689) n/m

Floorplan interest expense (9,218) (2,457) 6,761 n/m

Other interest expense (3,734) (1,241) 2,493 n/m

The change in interest and other income (expense) for the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024 was primarily due to the recognition of an $11.2 million non-cash, sale-leaseback finance modification expense related to the agreement to purchase 13 of our leased facilities at the end of the respective lease terms and offset by the $3.6 million gain on cancellation of debt in relation to a New Market Tax Credit Program.

The increase in floorplan interest expense for the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024 was primarily due to a higher level of interest-bearing inventory, including the usage of existing floorplan capacity to finance the O'Connors acquisition in October 2023.

The increase in other interest expense in the second quarter of fiscal 2025 is the result of increased borrowing on our CNH Industrial revolver line of credit as well as an increased amount of long term debt outstanding resulting from real estate purchased as part of dealership acquisitions and purchases of previously leased facilities in fiscal 2024.

Provision for Income Taxes

Three Months Ended April 30, Increase/ Percent

Three Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

1 unchanged sentence

Provision for Income Taxes $ 54 $ 10,270 $ (10,216) (99.5) %

Our effective tax rate was 26.2 % and 23.9 % for each of the three months ended April 30, 2024 and April 30, 2023, respectively.

The effective tax rates for the three months ended April 30, 2024 and 2023 were subject to various factors such as the impact of certain discrete items, mainly the vesting of share-based compensation and the mix of domestic and foreign income.

Our effective tax rate was 1.3 % and 24.7 % for each of the three months ended July 31, 2024 and July 31, 2023, respectively.

The decreased effective tax rate was primarily due to the impact of certain discrete items, mainly the vesting of share-based compensation, the mix of domestic and foreign income and the impact of the recognition of valuation allowance on our foreign deferred tax assets.

The Organization for Economic Co-operation and Development’s (“OECD”) Pillar Two Global Anti-Base Erosion (“GloBE”) model rules, issued under the OECD Inclusive Framework on Base Erosion and Profit Shifting, introduce a global minimum tax of 15% applicable to multinational enterprise groups with consolidated financial statement revenue in excess of €750 million.

Numerous foreign jurisdictions have already enacted tax legislation based on the GloBE rules, with some effective as early as January 1, 2024.

As of April 30, 2024, we recognized a nominal income tax expense for Pillar Two GloBE minimum tax.

As of July 31, 2024, we recognized a nominal income tax expense for Pillar Two GloBE minimum tax.

The Company is continuously monitoring the evolving application of this legislation and assessing its potential impact on our future tax liability.

3 unchanged sentences

Revenue between segments is immaterial.

Three Months Ended April 30, Increase/ Percent

Three Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

7 unchanged sentences

Agriculture $ 635 $ 33,029 $ (32,394) (98.1) %

Construction 268 4,533 (4,265) (94.1) %

Construction (4,893) 5,156 (10,049) n/m

Europe (2,270) 5,568 (7,838) (140.8) %

Australia 1,362 — 1,362 n/m

Segment Income Before Income Taxes 14,177 35,069 (20,892) (59.6) %

Segment Income (Loss) Before Income Taxes (5,166) 43,753 (48,919) (111.8) %

Shared Resources 916 (2,162) 3,078 142.4 %

Total $ (4,250) $ 41,591 $ (45,841) (110.2) %

*N/M = Not Meaningful

Agriculture segment revenue for the first quarter of fiscal 2025 increased 5.8% compared to the first quarter of fiscal 2024.

The higher revenue was driven primarily by the increase in same-store sales in our Agriculture segment of 4.3%.

Same-store sales was positively impacted by the availability of equipment, but was partially offset by softer demand for equipment purchases which is being negatively impacted by the expected decrease in net farm income.

Agriculture segment income before income taxes for the first quarter of fiscal 2025 was $13.0 million compared to $24.2 million for the first quarter of fiscal 2024.

The decrease in gross profit is primarily the result of a normalization of equipment gross profit margin as supply has caught up with demand.

Construction segment revenue for the first quarter of fiscal 2025 was essentially flat compared to the first quarter of fiscal 2024.

Our Construction segment income before taxes was $0.3 million for the first quarter of fiscal 2025 compared to $4.5 million in the first quarter of fiscal 2024.

The decrease in segment results was led by increases in operating expenses and floorplan interest expense.

The dollar utilization of our rental fleet decreased from 26.8% in the first quarter of fiscal 2024 to 21.7% in the first quarter of fiscal 2025.

Agriculture segment revenue for the second quarter of fiscal 2025 decreased 9.6% compared to the second quarter of fiscal 2024, primarily driven by a same-store sales decrease of 11.2%.

The same-store sales decrease was due to a decrease in equipment revenue, which was negatively impacted by challenging industry conditions, including decreases in agricultural commodity prices and projected net farm income, which negatively affected customer sentiment in the second quarter of fiscal 2025, as compared to the same period in the prior year.

Changes in actual or anticipated net farm income generally have a direct correlation with the equipment revenue we earn.

Agriculture segment income before income taxes for the second quarter of fiscal 2025 was $0.6 million compared to $33.0 million for the second quarter of fiscal 2024.

The decrease in gross profit is primarily due to lower equipment margins, which is being driven by higher levels of inventory and softening demand.

Additionally, we recorded a $6.1 million non-cash, sale-leaseback finance modification expense related to the agreement to purchase 13 of our leased facilities at the end of the respective lease terms.

Construction segment revenue for the second quarter of fiscal 2025 had a slight decline of 3.2% compared to the second quarter of fiscal 2024.

The slight decrease in revenue was primarily due to lower parts sales.

Our Construction segment loss before income taxes was $4.9 million for the second quarter of fiscal 2025 compared to $5.2 million income before income taxes in the second quarter of fiscal 2024.

The decrease in segment results was primarily led by a $5.1 million one-time, non-cash sale-leaseback finance modification expense related to the agreement to purchase 13 of our leased facilities at the end of the respective lease terms as well as increases in operating expenses and floorplan interest expense.

The dollar utilization of our rental fleet decreased from 30.2% in the second quarter of fiscal 2024 to 24.7% in the second quarter of fiscal 2025.

Dollar fleet utilization 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.

Europe segment revenue was $65.1 million for the first quarter of fiscal 2025 compared to $74.4 million in the first quarter of fiscal 2024.

The decrease in revenue was impacted by a lower demand, which was impacted by a decrease in global commodity prices and higher interest rates.

Our Europe segment income before income taxes was $1.4 million for the first quarter of fiscal 2025 compared to segment income before income taxes of $6.4 million for the same period last year.

The decrease in segment pre-tax income was primarily the result of decreased equipment sales as noted above as well as gross profit margin normalization of equipment sales as supply has caught up with demand.

We entered into the Australian market in October 2023 with the O'Connor acquisition.

Australia segment revenue for fiscal 2024 was $44.4 million.

Our Australia segment loss before income taxes was $0.5 million for the first quarter of fiscal 2025.

Europe segment revenue was $68.1 million for the second quarter of fiscal 2025 compared to $90.6 million in the second quarter of fiscal 2024.

The decrease in revenue was impacted by the softening of new equipment demand, which was impacted

by a decrease in global agricultural commodity prices, sustained higher interest rates and drought conditions in Eastern Europe which are impacting expected yields and grower profitability.

Our Europe segment loss before income taxes was $2.3 million for the second quarter of fiscal 2025 compared to segment income before income taxes of $5.6 million for the same period last year.

The decrease in segment pre-tax income was primarily the result of decreased equipment sales as noted above as well as a reduction in gross profit margin due to softening of demand.

Additionally, we recorded $0.5 million impairment expense related to goodwill and $0.9 million in impairment expense related to other intangible and long-lived assets.

We entered the Australian market in October 2023 with our acquisition of the O'Connors dealership business.

Australia segment revenue for the second quarter of fiscal 2025 was $61.3 million.

Our Australia segment income before income taxes was $1.4 million for the second quarter of fiscal 2025.

Shared Resources/Eliminations

1 unchanged sentence

Since these allocations are set early in the year, unallocated balances may occur.

Shared Resources loss before income taxes was $1.4 million for the first quarter of fiscal 2025 compared to profit before income taxes of $0.4 million for the same period last year.

The lower Shared Resources results were primarily driven by foreign currency fluctuations.

Shared Resources income before income taxes was $0.9 million for the second quarter of fiscal 2025 compared to loss before income taxes of $2.2 million for the same period last year.

Six Months Ended July 31, 2024 Compared to Six Months Ended July 31, 2023

Consolidated Results

Six Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

(dollars in thousands)

Equipment $ 933,322 $ 909,498 $ 23,824 2.6 %

Parts 218,032 205,116 12,916 6.3 %

Service 92,346 77,411 14,935 19.3 %

Rental and other 18,676 20,174 (1,498) (7.4) %

Total Revenue $ 1,262,376 $ 1,212,199 $ 50,177 4.1 %

Total revenue for the first six months of fiscal 2025 increased by 4.1%, or $50.2 million, compared to the first six months of fiscal 2024, driven primarily by the acquisition of O'Connors that was completed in October 2023 and offset by the decrease in Company-wide same-store sales of 6.1%.

The same-store sales were negatively impacted by challenging industry conditions caused by decreases in agricultural commodity prices and projected net farm income, which have a negative effect on customer sentiment.

Net farm income has been strong in recent years, however, in February 2024, the U.S.

Department of Agriculture published its projection of a 25.5% decrease in net farm income from calendar year 2023 to 2024.

A change in actual or anticipated net farm income generally has a direct correlation with the equipment revenue we earn.

Six Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

(dollars in thousands)

Equipment $ 98,846 $ 126,436 $ (27,590) (21.8) %

Parts 70,642 66,926 3,716 5.6 %

Service 59,426 50,794 8,632 17.0 %

Rental and other 5,218 7,823 (2,605) (33.3) %

Total Gross Profit $ 234,132 $ 251,979 $ (17,847) (7.1) %

Gross Profit Margin

Equipment 10.6 % 13.9 % (3.3) % (23.7) %

Parts 32.4 % 32.6 % (0.2) % (0.6) %

Service 64.4 % 65.6 % (1.2) % (1.8) %

Rental and other 27.9 % 38.8 % (10.9) % (28.1) %

Total Gross Profit Margin 18.5 % 20.8 % (2.3) % (11.1) %

Gross Profit Mix

Equipment 42.2 % 50.2 % (8.0) % (15.9) %

Parts 30.2 % 26.6 % 3.6 % 13.5 %

Service 25.4 % 20.2 % 5.2 % 25.7 %

Rental and other 2.2 % 3.0 % (0.8) % (26.7) %

Total Gross Profit Mix 100.0 % 100.0 %

Gross profit decreased 7.1% or $17.8 million for the first six months of fiscal 2025, as compared to the same period last year.

Gross profit margin also decreased to 18.5% in the first six months of fiscal 2025 from 20.8% in the same period last year.

The decrease in gross profit margin for the first six months of the fiscal 2025 was primarily due to lower equipment margins, which are being driven by higher levels of inventory and softening demand.

Our Company-wide absorption rate for the first six months of fiscal 2025 decreased to 71.5%, as compared to 86.3% during the same period last year.

The decrease in absorption was primarily driven by increased floorplan interest expense in the first six months of fiscal 2025 compared to the same period last year.

Operating Expenses

Six Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

(dollars in thousands)

Operating Expenses $ 194,314 $ 170,066 $ 24,248 14.3 %

Operating Expenses as a Percentage of Revenue 15.4 % 14.0 % 1.4 % 10.0 %

Our operating expenses for the first six months of fiscal 2025 increased $24.2 million as compared to the first six months of fiscal 2024.

The increase in operating expenses was primarily driven by acquisitions that have occurred in the last twelve months.

Operating expenses as a percentage of revenue increased to 15.4% in the first six months of fiscal 2025 from 14.0% in the first six months of fiscal 2024.

Impairment Charges

Six Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

(dollars in thousands)

Impairment of Goodwill $ 531 $ — n/m n/m

Impairment of Intangible and Long-Lived Assets $ 942 $ — n/m n/m

*N/M = Not Meaningful

In the second quarter of fiscal 2025, we recognized $0.5 million impairment expense related to goodwill assets and $0.9 million impairment expense related to other intangible and long-lived assets in our German reporting unit which is included in our Europe segment.

Other Income (Expense)

Six Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

(dollars in thousands)

Interest and other income (expense) $ (7,335) $ 1,362 $ (8,697) n/m

Floorplan interest expense (16,282) (3,729) 12,553 n/m

Other interest expense (6,193) (2,514) 3,679 n/m

The change in interest and other income (expense) compared to the first six months of fiscal 2024 was primarily due to the impact of the $11.2 million non-cash, sale-leaseback financing expense related to the agreement to purchase 13 of our leased facilities at the end of the respective lease terms and offset by the $3.6 million gain on cancellation of debt in relation to a New Market Tax Credit Program.

Floorplan interest expense increased $12.6 million for the first six months of fiscal 2025, as compared to the same period last year, primarily due to a higher level of interest-bearing inventory, including the usage of existing floorplan capacity to finance the O'Connors acquisition in October 2023.

The increase in other interest expense in the first six months of fiscal 2025 is the result of an increased amount of long term debt outstanding resulting from real estate purchased as part of dealership acquisitions and purchases of previously leased facilities in fiscal 2024 as well as increased borrowing on our CNH Industrial revolver line of credit.

Provision for Income Taxes

Six Months Ended July 31, Increase/ Percent

2024 2023 Decrease Change

(dollars in thousands)

Provision for Income Taxes $ 3,399 $ 18,745 $ (15,346) (81.9) %

Our effective tax rate was 39.8% for the first six months of fiscal 2025 and 24.3% for the same period last year.

The increased effective tax rate for the six months ended July 31, 2024 and 2023 was primarily due to the impact of certain discrete items, mainly the vesting of share-based compensation, the mix of domestic and foreign income and the impact of the recognition of valuation allowance on our foreign deferred tax assets.

Numerous foreign jurisdictions have already enacted tax legislation based on the GloBE rules, with some effective as early as January 1, 2024.

As of July 31, 2024, we recognized a nominal income tax expense for Pillar Two GloBE minimum tax.

The Company is continuously monitoring the evolving application of this legislation and assessing its potential impact on our future tax liability.

Segment Results

Certain financial information for our Agriculture, Construction and Europe 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.

Six Months Ended July 31, Increase/ Percent

2024 2023 (Decrease) Change

(dollars in thousands)

Agriculture $ 871,721 $ 892,266 $ (20,545) (2.3) %

Construction 151,683 154,860 (3,177) (2.1) %

Europe 133,254 165,073 (31,819) (19.3) %

Australia 105,718 — 105,718 n/m

Total $ 1,262,376 $ 1,212,199 $ 50,177 4.1 %

Income (Loss) Before Income Taxes

Agriculture $ 13,680 $ 57,181 $ (43,501) (76.1) %

Construction (4,625) 9,689 (14,314) (147.7) %

Europe (919) 11,952 (12,871) (107.7) %

Australia 876 — 876 n/m

Segment Income Before Income Taxes 9,012 78,822 (69,810) (88.6) %

Shared Resources (477) (1,790) 1,313 73.4 %

Total $ 8,535 $ 77,032 $ (68,497) (88.9) %

Agriculture segment revenue for the first six months of fiscal 2025 decreased 2.3% compared to the same period last year.

The revenue decrease was due to a same-store sales decrease of 3.8% during the first six months of fiscal 2025 as compared to the prior year period.

The same-store sales decrease was due to a decrease in equipment revenue, and was negatively impacted by challenging industry conditions, such as decreases in agricultural commodity prices and projected net farm income, which negatively affected customer sentiment in fiscal 2025, as compared to the same period in the prior year.

Changes in actual or anticipated net farm income generally have a direct correlation with the equipment revenue we earn.

Agriculture segment income before income taxes was $13.7 million for the first six months of fiscal 2025 compared to $57.2 million over the first six months of fiscal 2024.

The decrease in gross profit is primarily due to lower equipment margins, which are driven by higher levels of inventory and softening demand.

In addition, we recorded a $6.1 million non-cash, sale-leaseback finance modification expense related to the agreement to purchase 13 of our leased facilities at the end of the respective lease terms and had an increase in our floorplan interest expense.

Construction segment revenue for the first six months of fiscal 2025 decreased 2.1% compared to the same period last year.

The lower revenue was driven primarily by the decrease in same-store sales of 2.1% for the first six months of fiscal 2025, as compared to the same period last year, due to lower parts sales.

Our Construction segment loss before income taxes was $4.6 million for the first six months of fiscal 2025 compared to $9.7 million for the first six months of fiscal 2024.

The decrease in segment results was primarily due to a $5.1 million non-cash, sale-leaseback finance modification expense related to the agreement to purchase for 13 of our leased facilities at the end

of the respective lease term and a decrease in same-store sales as described above.

The dollar utilization of our rental fleet decreased from 28.5% in the first six months of fiscal 2024 to 23.2% in the first six months of fiscal 2025.

Europe segment revenue for the first six months of fiscal 2025 decreased 19.3% compared to the same period last year.

The decrease in revenue was impacted by the softening of new equipment demand, which was impacted by a decrease in global agricultural commodity prices, sustained higher interest rates and the drought conditions in Eastern Europe which are impacting expected yields and grower profitability.

Our Europe segment loss before income taxes was $0.9 million for the first six months of fiscal 2025 compared to $12.0 million of income before income taxes for the same period last year.

The decrease in segment pre-tax income was primarily the result of decreased equipment sales as noted above.

Additionally, we recorded $0.5 million of impairment expense related to certain goodwill assets and $0.9 million in impairment expense related to other intangible assets and long-lived assets.

We entered the Australian market in October 2023 with our acquisition of the O'Connors dealership business.

Australia segment revenue for the first six months of fiscal 2025 was $105.7 million.

Our Australia segment income before income taxes was $0.9 million for the first six months of fiscal 2025.

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, and a portion is planned to be unallocated, unallocated balances may occur.

Shared Resources loss before income taxes was $0.5 million for the first six months of fiscal 2025 compared to a loss before income taxes of $1.8 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 financial measures, which include an adjustment for the impact of a one-time, non-cash sale-leaseback financing expense.

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 financial 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:

TITAN MACHINERY INC.

Non-GAAP Reconciliations

(in thousands, except per share data)

Three Months Ended July 31, Six Months Ended July 31,

2024 2023 2024 2023

Adjusted Diluted Earnings (Loss) Per Share

Diluted Earnings (Loss) Per Share $ (0.19) $ 1.38 $ 0.22 $ 2.56

Impact of sale-leaseback finance modification expense (1)

0.48 — 0.49 —

Total Pre-Tax Adjustments 0.48 — 0.49 —

Tax Effect of Adjustments (0.12) — (0.12) —

Total Adjustments 0.36 — 0.37 —

Adjusted Diluted Earnings Per Share $ 0.17 $ 1.38 $ 0.59 $ 2.56

Adjusted Income (Loss) Before Income Taxes

Income (Loss) Before Income Taxes $ (4,250) $ 41,591 $ 8,535 $ 77,032

Impact of sale-leaseback finance modification expense (1)

11,159 — 11,159 —

Total Adjustments 11,159 — 11,159 —

Adjusted Income Before Income Taxes $ 6,909 $ 41,591 $ 19,694 $ 77,032

(1 ) One-time, non-cash accounting impact sale-leaseback finance modification expense related to the agreement to purchase 13 of our leased facilities at the end of the respective lease terms.

(2 ) The tax effect of U.S.

related adjustments was calculated using a 25.5% tax rate, determined based on a 21% federal statutory rate and a 4.5% blended state income tax rate.

Liquidity and Capital Resources

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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, 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.

However, 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 and Working Capital Payable Credit Facilities

As of April 30, 2024, the Company had floorplan payable lines of credit for equipment purchases totaling $1.4 billion, which is primarily comprised of a $875.0 million credit facility with CNH Industrial, a $275.0 million floorplan payable line and a $75.0 million working capital line of credit under the Bank Syndicate Agreement, and a $80.0 million credit facility with DLL Finance.

Our equipment inventory turnover decreased from 3.0 times for the rolling 12 month period ended April 30, 2023 to 2.0 times for the rolling 12 month period ended April 30, 2024.

The decrease in equipment turnover was attributable to an increase in equipment inventory over the rolling 12 month period ended April 30, 2024.

Our equity in equipment inventory, which reflects the portion of our equipment inventory balance that is not financed by floorplan payables, decreased to 16.3% as of April 30, 2024 from 18.2% as of January 31, 2024.

As of July 31, 2024, the Company had floorplan payable lines of credit for equipment purchases totaling $1.5 billion, which is primarily comprised of a $875.0 million credit facility with CNH Industrial, a $410.0 million floorplan payable line and a $90.0 million working capital line of credit under the Bank Syndicate Agreement, and a $80.0 million credit facility with DLL Finance.

Our equipment inventory turnover decreased from 2.7 times for the rolling 12 month period ended July 31, 2023 to 1.7 times for the rolling 12 month period ended July 31, 2024.

The decrease in equipment turnover was attributable to an increase

in equipment inventory over the rolling 12 month period ended July 31, 2024 and a decline in demand for equipment purchases.

Our equity in equipment inventory, which reflects the portion of our equipment inventory balance that is not financed by floorplan payables, decreased to 11.4% as of July 31, 2024 from 18.2% as of January 31, 2024.

Adequacy of Capital Resources

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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, 2024, 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, 2024.

As of July 31, 2024, 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 July 31, 2024.

The financial covenants also require us to maintain an adjusted debt to tangible net worth ratio of 3.5, which is measured on a quarterly basis.

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 Used for Operating Activities

Net cash used for operating activities was $32.4 million for the first three months of fiscal 2025, compared to $77.7 million for the first three months of fiscal 2024.

The change in net cash used for operating activities is primarily the result of timing and collections of accounts receivable, which was partially offset by lower net income for the first three months of fiscal 2025.

Net cash used for operating activities was $47.4 million for the first six months of fiscal 2025, compared to $122.7 million for the first six months of fiscal 2024.

This decrease in the usage of cash for operating activities was primarily driven by an increase in the amount drawn on manufacturing floorplan payables and a favorable collection of outstanding receivables, which was partially offset by the decrease in net income for the first six months of fiscal 2025 compared to the prior year period.

Cash Flow Used for Investing Activities

Net cash used for investing activities was $12.9 million for the first three months of fiscal 2025, compared to $26.3 million for the first three months of fiscal 2024.

The decrease in cash used for investing activities was primarily the result of the acquisitions of Pioneer Farm Equipment and MAREP in the first three months of fiscal 2024.

Net cash used for investing activities was $21.5 million for the first six months of fiscal 2025, compared to $50.7 million for the first six months of fiscal 2024.

The decrease in net cash used for investing activities was primarily the result of the acquisitions of Pioneer Farm Equipment and MAREP in the first six months of fiscal 2024.

Cash Flow Provided by Financing Activities

Net cash provided by financing activities was $43.1 million for the first three months of fiscal 2025 compared to $98.2 million for the first three months of fiscal 2024.

The decrease in cash provided by financing activities was primarily the result of lower drawings on our non-manufacturer floorplan lines of credit in the first three months of fiscal 2025.

Net cash provided by financing activities was $62.4 million for the first six months of fiscal 2025 compared to $181.8 million for the first six months of fiscal 2024.

The decrease was primarily driven by higher floorplan indebtedness incurred during the first six months of fiscal 2024.

Information Concerning Off-Balance Sheet Arrangements

As of April 30, 2024, 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.

As of July 31, 2024, 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.

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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, 2024, and in other materials filed by the Company with the Securities and Exchange Commission (and included in oral statements or other written statements made by the Company).

Forward-looking statements are statements based on future expectations and specifically may include, among other things, the impact of farm income levels on customer demand for agricultural equipment and services, the effectiveness and expected benefits of our 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 and sources of liquidity.

Forward-looking statements are statements based on future expectations and specifically may include, among other things, the impact of farm income levels on customer demand for agricultural equipment and services, the effectiveness and expected benefits of our 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 ability to manage inventory down to target levels and the effects of these actions on future results, and our primary liquidity sources being sufficient to meet future business needs for the foreseeable future, and the adequacy of our capital resources to provide for our liquidity needs for the next 12 months.

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.

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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis