What changed in this filing

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Item 1. Financial Statements

2025-06-05 compared with 2024-12-05 · 161 added, 290 removed, 355 unchanged (56% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

October 31, 2024 January 31, 2024

April 30, 2025 January 31, 2025

Current Assets

25 unchanged sentences

Operating lease liabilities 26,586 25,588

Finance lease liabilities 44,279 44,894

Deferred income taxes 8,959 8,818

4 unchanged sentences

Common stock, par value $ .00001 per share, 45,000,000 shares authorized;

23,125,967 shares issued and outstanding at October 31, 2024;

23,085,586 shares issued and outstanding at April 30, 2025;

23,124,768 shares issued and outstanding at January 31, 2025

8 unchanged sentences

(in thousands, except per share data)

Three Months Ended October 31, Nine Months Ended October 31,

2024 2023 2024 2023

Three Months Ended April 30,

Equipment $ 436,840 $ 468,089

11 unchanged sentences

Operating Expenses 96,404 99,158

Impairment of Goodwill — — 531 —

Impairment of Intangible and Long-Lived Assets 266 —

Income from Operations 11,457 46,226 49,802 128,136

(Loss) Income from Operations ( 5,735 ) 22,597

Other Income (Expense)

2 unchanged sentences

Other interest expense ( 4,533 ) ( 2,459 )

Income Before Income Taxes 275 40,452 8,809 117,483

(Loss) Income Before Income Taxes ( 17,282 ) 12,786

(Benefit) Provision for Income Taxes ( 4,078 ) 3,345

Net Income $ 1,713 $ 30,193 $ 6,850 $ 88,479

Earnings per Share:

Net (Loss) Income $ ( 13,204 ) $ 9,441

(Loss) Earnings per Share:

Basic $ ( 0.58 ) $ 0.41

7 unchanged sentences

(in thousands)

Three Months Ended October 31, Nine Months Ended October 31,

2024 2023 2024 2023

Net Income $ 1,713 $ 30,193 $ 6,850 $ 88,479

Three Months Ended April 30,

Net (Loss) Income $ ( 13,204 ) $ 9,441

Other Comprehensive (Loss) Income

Foreign currency translation adjustments 3,661 ( 4,525 )

Comprehensive Income $ 7,534 $ 28,255 $ 8,204 $ 88,187

Comprehensive (Loss) Income $ ( 9,543 ) $ 4,916

See Notes to Condensed Consolidated Financial Statements

7 unchanged sentences

Stock-based compensation expense — — 1,591 — — 1,591

Net income — — — 9,441 — 9,441

Other comprehensive loss — — — — ( 4,525 ) ( 4,525 )

Balance at April 30, 2024 22,818 $ — $ 258,700 $ 406,666 $ ( 2,765 ) $ 662,601

Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax 310 — ( 51 ) — — ( 51 )

Stock-based compensation expense — — 1,262 — — 1,262

Net loss — — — ( 13,204 ) — ( 13,204 )

Other comprehensive income — — — — 3,661 3,661

Balance at July 31, 2024 23,128 $ — $ 259,911 $ 402,362 $ ( 2,707 ) $ 659,566

Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax ( 2 ) — ( 4 ) — — ( 4 )

Stock-based compensation expense — — 1,104 — — 1,104

Net income — — — 1,713 — 1,713

Other comprehensive income — — — — 5,821 5,821

Balance at October 31, 2024 23,126 $ — $ 261,011 $ 404,075 $ 3,114 $ 668,200

Balance at April 30, 2025 23,086 $ — $ 263,007 $ 347,110 $ ( 4,673 ) $ 605,444

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity

4 unchanged sentences

Net income — — — 9,441 — 9,441

Other comprehensive income — — — — 1,096 1,096

Balance at April 30, 2023 22,669 $ — $ 256,207 $ 311,749 $ ( 3,923 ) $ 564,033

Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax 195 — ( 7 ) — — ( 7 )

Stock-based compensation expense — — 784 — — 784

Net income — — — 31,321 — 31,321

Other comprehensive income — — — — 550 550

Balance at July 31, 2023 22,864 $ — $ 256,984 $ 343,070 $ ( 3,373 ) $ 596,681

Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax ( 1 ) — 1 — — 1

Stock-based compensation expense — — 896 — — 896

Net income — — — 30,193 — 30,193

Other comprehensive loss — — — — ( 4,525 ) ( 4,525 )

Balance at October 31, 2023 22,863 $ — $ 257,881 $ 373,263 $ ( 5,311 ) $ 625,833

Balance at April 30, 2024 22,818 $ — $ 258,700 $ 406,666 $ ( 2,765 ) $ 662,601

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(in thousands)

Nine Months Ended October 31,

Three Months Ended April 30,

Operating Activities

Net income $ 6,850 $ 88,479

Adjustments to reconcile net income to net cash provided by operating activities

Net (loss) income $ ( 13,204 ) $ 9,441

Adjustments to reconcile net (loss) income to net cash provided by operating activities

Depreciation and amortization 8,915 8,715

4 unchanged sentences

Noncash lease expense 1,027 2,374

Sale-leaseback finance modification expense 11,159 —

Gain on extinguishment of debt ( 3,585 ) —

Other, net ( 1,022 ) 1,393

6 unchanged sentences

Accounts payable, accrued expenses and other and other long-term liabilities 16,869 ( 5,407 )

Net Cash Used for Operating Activities ( 56,195 ) ( 82,061 )

Net Cash Provided by (Used for) Operating Activities 6,195 ( 32,354 )

Investing Activities

9 unchanged sentences

Principal payments on long-term debt and finance leases ( 7,253 ) ( 2,567 )

Payment of debt issuance costs ( 3,754 ) ( 121 )

Other, net ( 700 ) ( 794 )

Net Cash Provided by Financing Activities 70,968 170,268

Net Cash (Used for) Provided by Financing Activities ( 15,781 ) 43,081

Effect of Exchange Rate Changes on Cash 436 ( 205 )

8 unchanged sentences

Net property and equipment financed with long-term debt, finance leases, accounts payable and accrued liabilities $ ( 1,680 ) $ 508

Long-term debt to acquire finance leases $ 42,182 $ —

Net transfer of assets to property and equipment from inventories $ 416 $ ( 746 )

9 unchanged sentences

(the “Company”) are subject to fluctuation due to varying weather patterns and other factors influencing customer profitability, which may impact the timing and amount of equipment purchases, rentals, and after-sales parts and service purchases by the Company’s agriculture, construction and international customers.

Therefore, operating results for the nine-months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2025.

Therefore, operating results for the three-months ended April 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2026.

The information contained in the consolidated balance sheet as of January 31, 2025 was derived from the audited consolidated financial statements of the Company for the fiscal year then ended.

10 unchanged sentences

Recently issued accounting pronouncements not yet adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ( “ ASU ” ) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires additional income tax disclosures in the rate reconciliation table for federal, state and foreign income taxes, in addition to more details about the reconciling items in some categories when items meet a certain quantitative threshold.

4 unchanged sentences

The amendments in ASU 2024-03 require public entities to disclose specified information about certain costs and expenses.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026 with early adoption permitted.

Additionally, in January 2025, FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date to clarify the effective date of ASU 2024-03.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

In May 2025, the FASB issued ASU No.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs.

The update aims to improve consistency and comparability in financial reporting.

The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods.

Early adoption is permitted.

Upon adoption, the guidance will be applied prospectively.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements.

NOTE 2 - EARNINGS PER SHARE

The following table sets forth the calculation of basic and diluted earnings per share (“EPS”):

Three Months Ended October 31, Nine Months Ended October 31,

2024 2023 2024 2023

Three Months Ended April 30,

(in thousands, except per share data)

Net income $ 1,713 $ 30,193 $ 6,850 $ 88,479

Net (loss) income $ ( 13,204 ) $ 9,441

Allocation to participating securities — ( 123 )

Net income attributable to Titan Machinery Inc.

Net (loss) income attributable to Titan Machinery Inc.

common stockholders $ ( 13,204 ) $ 9,318

2 unchanged sentences

Diluted weighted-average common shares outstanding 22,669 22,546

Earnings Per Share:

(Loss) Earnings Per Share:

Basic $ ( 0.58 ) $ 0.41

6 unchanged sentences

The following tables present our revenue disaggregated by revenue source and segment:

Three Months Ended October 31, 2024

Agriculture Construction Europe Australia (1)

(in thousands)

Equipment $ 358,430 $ 53,770 $ 41,893 $ 41,054 $ 495,147

Parts 84,763 13,704 16,290 6,329 121,086

Service 37,275 7,730 3,516 2,601 51,122

Other 1,056 490 196 151 1,893

Revenue from contracts with customers 481,524 75,694 61,895 50,135 669,248

Rental 498 9,591 487 — 10,576

Total revenue $ 482,022 $ 85,285 $ 62,382 $ 50,135 $ 679,824

(1) Australia segment was created through the Company's acquisition of J.J.

O’Connor & Sons Pty.

("O’Connors") in October 2023.

Nine Months Ended October 31, 2024

Three Months Ended April 30, 2025

Agriculture Construction Europe Australia Total

7 unchanged sentences

Total revenue $ 384,386 $ 72,129 $ 93,858 $ 43,963 $ 594,336

Three Months Ended October 31, 2023

Agriculture Construction Europe Total

(in thousands)

Equipment $ 408,648 $ 47,364 $ 65,763 $ 521,775

Parts 86,173 12,943 15,846 114,962

Service 34,718 7,084 2,965 44,767

Other 1,333 547 318 2,198

Revenue from contracts with customers 530,872 67,938 84,892 683,702

Rental 532 9,570 311 10,413

Total revenue $ 531,404 $ 77,508 $ 85,203 $ 694,115

Nine Months Ended October 31, 2023

Agriculture Construction Europe Total

Three Months Ended April 30, 2024

Agriculture Construction Europe Australia Total

(in thousands)

7 unchanged sentences

Unbilled Receivables and Deferred Revenue

Unbilled receivables from contracts with customers amounted to $ 35.0 million and $ 22.3 million as of October 31, 2024 and January 31, 2024, respectively.

Unbilled receivables from contracts with customers amounted to $ 31.1 million and $ 24.6 million as of April 30, 2025 and January 31, 2025, respectively.

This increase in unbilled receivables is primarily the result of a seasonal increase in the volume of our service transactions in which we recognize revenue as our work is performed and prior to customer invoicing.

Deferred revenue from contracts with customers amounted to $ 41.7 million and $ 114.6 million as of October 31, 2024 and January 31, 2024, respectively.

Deferred revenue from contracts with customers amounted to $ 57.6 million and $ 91.7 million as of April 30, 2025 and January 31, 2025, respectively.

Our deferred revenue most often increases in the fourth quarter of each fiscal year due to a higher level of customer down payments or prepayments and longer time periods between customer payment and delivery of the equipment asset, and the related recognition of equipment revenue, prior to its seasonal use.

During the nine months ended October 31, 2024 and 2023, the Company recognized $ 112.1 million and $ 118.0 million, respectively, of revenue that was included in the deferred revenue balance as of January 31, 2024 and January 31, 2023, respectively.

No material amount of revenue was recognized during the nine months ended October 31, 2024 or 2023 from performance obligations satisfied in previous periods.

During the three months ended April 30, 2025 and 2024, the Company recognized $ 61.6 million and $ 76.7 million, respectively, of revenue that was included in the deferred revenue balance as of January 31, 2025 and January 31, 2024, respectively.

No material amount of revenue was recognized during the three months ended April 30, 2025 or 2024 from performance obligations satisfied in previous periods.

NOTE 4 - RECEIVABLES

5 unchanged sentences

Short-term receivables from finance companies, other receivables due from manufacturers, and other receivables have not historically resulted in any credit losses to the Company.

These receivables are short-term in nature and deemed to be of good credit quality and have no need for any allowance for expected credit losses.

These receivables are short-term in nature and deemed to be of good

credit quality and have no need for any allowance for expected credit losses.

Management continually monitors these receivables and should information be obtained that identifies potential credit risk, an adjustment to the allowance would be made if deemed appropriate.

1 unchanged sentence

The Company provides an allowance for these receivables based on historical experience and using credit information obtained from continued monitoring of customer accounts.

October 31, 2024 January 31, 2024

April 30, 2025 January 31, 2025

(in thousands)

15 unchanged sentences

Following is a summary of allowance for credit losses on trade and unbilled accounts receivable by segment:

Agriculture Construction Europe Australia (1)

Agriculture Construction Europe Australia Total

(in thousands)

4 unchanged sentences

Foreign exchange impact — — 58 1 59

Balance at October 31, 2024 $ 428 $ 252 $ 2,667 $ 66 $ 3,413

(1) Australia segment was created through the Company's acquisition of "O’Connors in October 2023.

Agriculture Construction Europe Total

Balance at April 30, 2025 $ 581 $ 147 $ 1,372 $ 59 $ 2,159

Agriculture Construction Europe Australia Total

(in thousands)

4 unchanged sentences

Foreign exchange impact — — ( 10 ) (6) ( 16 )

Balance at October 31, 2023 $ 255 $ 191 $ 3,069 $ 3,515

Balance at April 30, 2024 $ 198 $ 221 $ 2,744 $ 90 $ 3,253

The following table presents impairment losses (recoveries) on receivables arising from sales contracts with customers and receivables arising from rental contracts reflected in Operating Expenses in the Condensed Consolidated Statements of Operations:

Three Months Ended October 31, Nine Months Ended October 31,

2024 2023 2024 2023

Three Months Ended April 30,

(in thousands)

2 unchanged sentences

Receivables from rental contracts 28 115

$ 274 $ 381 $ 618 $ 855

NOTE 5 - INVENTORIES

October 31, 2024 January 31, 2024

April 30, 2025 January 31, 2025

(in thousands)

5 unchanged sentences

NOTE 6 - PROPERTY AND EQUIPMENT

October 31, 2024 January 31, 2024

April 30, 2025 January 31, 2025

(in thousands)

7 unchanged sentences

$ 376,917 $ 379,690

The Company includes depreciation expense related to its rental fleet and its trucking fleet, for hauling equipment, in Cost of Revenue, which was $ 2.8 million and $ 2.5 million for the three months ended October 31, 2024 and 2023, respectively, and $ 7.1 million and $ 6.5 million for the nine months ended October 31, 2024 and 2023, respectively.

All other depreciation expense is included in Operating Expenses, which was $ 6.3 million and $ 5.3 million for the three months ended October 31, 2024 and 2023, respectively, and $ 18.4 million and $ 15.3 million for the nine months ended October 31, 2024 and 2023, respectively.

The Company reviews its long-lived assets for potential impairment whenever events or circumstances indicate that the carrying value of the long-lived asset (or asset group) may not be recoverable.

The Company determined, based on changing expectations regarding the future use of certain long-lived assets, that the $15.4 million carrying value of these assets may not be fully recoverable.

The Company performed an impairment assessment of this asset group and as a result recognized an impairment charge of $0.3 million, of which $0.2 million was within the Agriculture segment and $0.1 million was within the Construction segment, for the three months ended October 31, 2024.

For the nine months ended October 31, 2024, the Company recognized total impairment charges of $1.2 million, of which $0.2 million was within the Agriculture segment, $0.1 million was within the Construction segment and $0.9 million was within the Europe segment.

The impairment charge is reflected in the Impairment of Intangibles and Long-Lived Assets amount in the Condensed Consolidated Statements of Operations.

The Company includes depreciation expense related to its rental fleet and its trucking fleet for hauling equipment in Cost of Revenue, which was $ 1.9 million for the three months ended April 30, 2025 and 2024.

All other depreciation expense is included in Operating Expenses, which was $ 6.1 million and $ 6.0 million for the three months ended April 30, 2025 and 2024, respectively.

NOTE 7 - INTANGIBLE ASSETS AND GOODWILL

1 unchanged sentence

The Company's finite-lived intangible assets consist of customer relationships and covenants not to compete.

The following is a summary of intangible assets with finite lives as of October 31, 2024 and January 31, 2024:

October 31, 2024 January 31, 2024

The following is a summary of intangible assets with finite lives as of April 30, 2025 and January 31, 2025:

April 30, 2025 January 31, 2025

Cost Accumulated Amortization Net Cost Accumulated Amortization Net

(in thousands) (in thousands)

Customer relationships $ 12,315 $ (2,049) $ 10,266 $ 12,209 $ (704) $ 11,505

Covenants not to compete 975 (518) 457 1,125 (642) 483

Customer relationships $ 11,110 $ (2,545) $ 8,565 $ 11,137 $ (2,278) $ 8,859

$ 12,085 $ (3,063) $ 9,022 $ 12,262 $ (2,920) $ 9,342

Total expense related to the amortization of intangible assets, which is recorded in Operating Expenses in the Condensed Consolidated Statements of Operations, was $0.5 million and $0.1 million for the three months ended October 31, 2024 and 2023, respectively.

Total expense related to the amortization of intangible assets, which is recorded in Operating Expenses in the Condensed Consolidated Statements of Operations, was $1.5 million and $0.3 million for the nine months ended October 31, 2024 and 2023, respectively.

The Company performed an interim impairment test in the second quarter of fiscal 2025 with respect to its German subsidiary's assets and recorded an impairment charge of $0.1 million within the Europe segment, which is reflected in Impairment of Intangible and Long-Lived Assets in the Condensed Consolidated Statements of Operations.

Future amortization expense, as of October 31, 2024, is expected to be as follows:

Total expense related to the amortization of intangible assets, which is recorded in Operating Expenses in the Condensed Consolidated Statements of Operations, was $0.5 million for the three months ended April 30, 2025 and 2024.

Future amortization expense, as of April 30, 2025, is expected to be as follows:

Fiscal Year Ending January 31,

4 unchanged sentences

The Company's indefinite-lived intangible assets consist of distribution rights assets.

The following is a summary of the changes in indefinite-lived intangible assets, by segment, for the nine months ended October 31, 2024:

The following is a summary of the changes in indefinite-lived intangible assets, by segment, for the three months ended April 30, 2025:

Agriculture Construction Australia Total

2 unchanged sentences

Foreign currency translation — — 314 314

October 31, 2024 $ 18,154 $ 72 $ 23,049 $ 41,275

The following presents changes in the carrying amount of goodwill, by segment, for the nine months ended October 31, 2024:

Agriculture Europe Australia Total

April 30, 2025 $ 18,154 $ 72 $ 21,052 $ 39,278

The following presents changes in the carrying amount of goodwill, by segment, for the three months ended April 30, 2025:

Agriculture Australia Total

(in thousands)

January 31, 2025 $ 37,820 $ 23,426 $ 61,246

Arising from business combinations — 70 — 70

Impairment — (531) — (531)

Foreign currency translation — 362 362

October 31, 2024 $ 37,820 $ — $ 26,045 $ 63,865

The Company performed an interim impairment test in the second quarter of fiscal 2025 for the German reporting unit.

Under the impairment test, the fair value of the reporting unit is estimated using an income approach in which a discounted cash flow analysis is utilized, which includes a five-year forecast of future operating performance for the reporting unit and a terminal value that estimates sustained long-term growth.

The discount rate applied to the estimated future cash flows reflects an estimate of the weighted-average cost of capital of comparable companies.

In second quarter of fiscal year 2025, the quantitative goodwill impairment analysis for the German reporting unit indicated that the estimated fair value of the reporting unit was less than the carrying value.

The implied fair value of the goodwill associated with the reporting unit approximated zero, thus requiring a full impairment charge of the goodwill carrying value of the reporting unit.

As such, a goodwill impairment charge of $ 0.5 million was recognized within the Europe segment, which is reflected in Impairment of Goodwill in the Condensed Consolidated Statements of Operations.

April 30, 2025 $ 37,820 $ 23,788 $ 61,608

NOTE 8 - FLOORPLAN PAYABLE/LINES OF CREDIT

On May 17, 2024, the Company entered into a Fourth Amended and Restated Credit Agreement (the "Bank Syndicate Agreement") with a group of banks, which replaced the previous Third Amended and Restated Credit Agreement (the "Prior Credit Facility") the Company had entered into in April 2020.

The Credit Agreement provides for a secured credit facility in an amount of up to $500.0 million.

The outstanding indebtedness under the Credit Agreement matures on May 17, 2029.

The amounts available under the Bank Syndicate Agreement are subject to borrowing base calculations and reduced by outstanding

standby letters of credit and certain reserves.

The Bank Syndicate Agreement includes a variable interest rate on outstanding balances, charges a 0.25% non-usage fee on the average monthly unused amount, and requires monthly payments of accrued interest.

borrowings under the Credit Agreement, the Company elects at the time of any advance to choose a Base Rate Loan or a SOFR Rate Loan.

The SOFR Rate is based upon one-month, three-month or six-month SOFR plus an adjustment (0.11448% for one-month term;

0.26161% for three-month term;

and 0.42826% for six-month term), as chosen by the Company, but in no event shall the SOFR Rate be less than zero.

The Base Rate is the greater of (a) the prime rate of interest announced, from time to time, by Bank of America;

(b) the Federal Funds Rate plus 0.50%, or (c) one-month SOFR plus 1.0%, but in no event shall the Base Rate be less than zero.

The effective interest rate on the Company’s borrowings is then calculated by adding an applicable margin to the SOFR Rate or Base Rate.

The applicable margin is determined based on excess availability as determined under the Credit Agreement and ranges from 0.75% to 1.25% for Base Rate Loans and 1.75% to 2.25% for SOFR Rate Loans.

The applicable margins for the U.S.

loans under the Bank Syndicate Agreement are 0.25% higher than the margins under the Prior Credit Facility.

For the Australian borrowings under the Credit Agreement, the Company elects at the time of the advance to choose an Australian Base Rate Loan or an Australian Bill Rate Loan.

The Australian Bill Rate is based on the Bank Bill Swap Reference Bid Rate with an equivalent term of the loan, but in no event shall the Australian Bill Rate be less than zero.

The Australian Base Rate is the sum of 1% plus the interbank overnight cash rate calculated by the Reserve Bank of Australia (but in no event shall the Australian cash rate be less than zero).

The effective interest rate on the Australian’s borrowings is then calculated by adding an applicable margin to the Australian Bill Rate or the Australian Base Rate.

The applicable margin is determined based on excess availability as determined under the Credit Agreement and ranges from 1.75% to 2.25%.

On December 3, 2024, the Company entered into Amendment No.

1 to the Bank Syndicate Agreement that lowers the adjusted excess availability metric from 15% to 10% for the period December 15, 2024 to March 15, 2025, and thereafter reverts to 15%.

On December 2, 2024, the Company received a letter from CNH Industrial Capital America LLC that waived the Consolidated Fixed Charge Cover Ratio covenant for the period February 1, 2025 through January 31, 2026.

The Company also received a letter from DLL Finance LLC dated December 2, 2024, which waived the Minimum Consolidated Fixed Charge Coverage Ratio covenant for the period April 30, 2025 through January 31, 2026.

On December 2, 2024, the Company amended the Wholesale Floor Plan Credit Facilities with CNH Industrial Capital America LLC to reallocate the global limit of $875.0 million, which consists of a total available domestic limit to $650.0 million, total available Australian limit to $125.0 million and total available European limit to $100.0 million.

As of October 31, 2024, the Company had floorplan and working capital lines of credit totaling $ 1.5 billion, which is primarily comprised of three floorplan lines of credit:

(i) $ 875.0 million credit facility with CNH Industrial, (ii) $ 390.0 million floorplan line of credit and $110.0 million working capital line of credit under the Bank Syndicate Agreement, and (iii) $ 80.0 million credit facility with DLL Finance LLC.

The Company's outstanding balances of floorplan lines of credit as of October 31, 2024 and January 31, 2024, consisted of the following:

October 31, 2024 January 31, 2024

As of April 30, 2025, the Company had floorplan and working capital lines of credit totaling $ 1.5 billion, which is primarily comprised of three floorplan lines of credit:

(i) $ 875.0 million credit facility with CNH Industrial N.V.

(“CNH”), (ii) $ 390.0 million floorplan line of credit and $110.0 million working capital line of credit under its credit agreement with a syndicate of banks “Bank Syndicate Agreement”), and (iii) $ 80.0 million credit facility with DLL Finance LLC (“DLL Finance”).

The Company's outstanding balances of floorplan lines of credit as of April 30, 2025 and January 31, 2025, consisted of the following:

April 30, 2025 January 31, 2025

(in thousands)

CNH Industrial $ 709,440 $ 567,677

CNH $ 536,820 $ 520,927

Bank Syndicate Agreement Floorplan Loan 119,682 127,154

2 unchanged sentences

$ 769,613 $ 755,698

As of October 31, 2024, the interest-bearing U.S.

floorplan payables carried a variable interest rate with a range of 7.21 % to 10.09 % compared to a range of 7.22 % to 10.70 % as of January 31, 2024.

As of October 31, 2024, foreign floorplan payables carried a variable interest rate with a range of 4.80 % to 7.50 %, compared to a range of 5.24 % to 8.27 % as of January 31, 2024, on multiple lines of credit.

The Company had non-interest-bearing floorplan payables of $ 460.2 million and $ 507.7 million, as of October 31, 2024 and January 31, 2024, respectively.

As of April 30, 2025, the interest-bearing floorplan payables carried a variable interest rate with a range of 3.95 % to 7.45 % compared to a range of 4.06 % to 9.15 % as of January 31, 2025.

The Company had non-interest-bearing floorplan payables of $ 321.7 million and $ 302.4 million, as of April 30, 2025 and January 31, 2025, respectively.

NOTE 9 - LONG TERM DEBT

The following is a summary of the Company's long-term debt as of October 31, 2024 and January 31, 2024:

Description Maturity Dates Interest Rates October 31, 2024 January 31, 2024

The following is a summary of the Company's long-term debt as of April 30, 2025 and January 31, 2025:

Description Maturity Dates Interest Rates April 30, 2025 January 31, 2025

(in thousands)

1 unchanged sentence

$ 126,022 $ 129,604

Sale-leaseback financing obligations Various through December 2030 6.1% to 6.2%

19,481 10,043

Vehicle loans, secured Various through September 2030 2.1% to 7.4%

Sale-leaseback financing obligations December 2028 to December 2030 6.1% to 6.2%

Vehicle loans, secured Various through February 2031 2.1% to 7.6%

27,515 27,198

Other Various through February 2029 1.2% to 7.0%

Other Various through September 2029 2.4% to 7.4%

Total debt 165,254 168,687

1 unchanged sentence

Long-term debt, net $ 153,900 $ 157,767

In the second quarter of fiscal 2025, the Company signed an agreement to purchase 13 of its leased facilities at the end of the respective lease terms, resulting in an increase of the Sale-leaseback financing obligation by $11.2 million which is recorded to Current maturities of long-term debt and Long-term debt, less current maturities in the Condensed Consolidated Balance Sheets.

The sale-leaseback finance modification expense was recorded to Interest and other income (expense) in the Condensed Consolidated Statements of Operations.

Additionally, in the second quarter of fiscal 2025, the Company decreased the Other debt balance by $3.6 million for the debt cancellation in relation to a New Market Tax Credit Program, which is recorded to Current maturities of long-term debt in the Condensed Consolidated Balance Sheets.

The gain in debt cancellation was recorded to Interest and other income (expense) in the Condensed Consolidated Statements of Operations.

NOTE 10 - DERIVATIVE INSTRUMENTS

5 unchanged sentences

The Company's foreign currency forward contracts generally have one-month to three-month maturities.

The notional value of outstanding foreign currency contracts was $ 54.7 million and $25.3 million as of October 31, 2024 and January 31, 2024, respectively.

As of October 31, 2024 and January 31, 2024, the fair value of the Company's outstanding derivative instruments was not material.

The notional value of outstanding foreign currency contracts was $ 34.9 million and $ 46.1 million as of April 30, 2025 and January 31, 2025, respectively.

As of April 30, 2025 and January 31, 2025, the fair value of the Company's outstanding derivative instruments was not material.

Derivative instruments recognized as assets are recorded in Prepaid expenses and other in the Condensed Consolidated Balance Sheets, and derivative instruments recognized as liabilities are recorded in Accrued expenses and other in the Condensed Consolidated Balance Sheets.

The following table sets forth the gains and losses recognized in income from the Company’s derivative instruments for the three and nine months ended October 31, 2024 and 2023.

The following table sets forth the gains and losses recognized in income from the Company’s derivative instruments for the three months ended April 30, 2025 and 2024.

Gains and losses are recognized in Interest and other income (expense) in the Condensed Consolidated Statements of Operations:

Three Months Ended October 31, Nine Months Ended October 31,

2024 2023 2024 2023

Three Months Ended April 30,

(in thousands)

Foreign currency contract gain (loss) $ ( 114 ) $ ( 1,006 ) $ 14 $ ( 1,104 )

Foreign currency contract (loss) gain $ ( 2,046 ) $ 153

NOTE 11 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following is a summary of the changes in accumulated other comprehensive income (loss), by component, for the nine month periods ended October 31, 2024 and 2023:

The following is a summary of the changes in accumulated other comprehensive income (loss), by component, for the three month periods ended April 30, 2025 and 2024:

Foreign Currency Translation Adjustment Net Investment Hedging Gain Total Accumulated Other Comprehensive Income (Loss)

1 unchanged sentence

Balance, January 31, 2025 $ ( 11,045 ) $ 2,711 $ ( 8,334 )

Other comprehensive loss ( 4,525 ) — ( 4,525 )

Balance, April 30, 2024 ( 5,476 ) 2,711 ( 2,765 )

Other comprehensive income 3,661 — 3,661

Balance, July 31, 2024 ( 5,418 ) 2,711 ( 2,707 )

Other comprehensive income 5,821 — 5,821

Balance, October 31, 2024 $ 403 $ 2,711 $ 3,114

Balance, April 30, 2025 ( 7,384 ) 2,711 ( 4,673 )

Foreign Currency Translation Adjustment Net Investment Hedging Gain Total Accumulated Other Comprehensive Income (Loss)

1 unchanged sentence

Balance, January 31, 2024 $ ( 951 ) $ 2,711 $ 1,760

Other comprehensive income 1,096 — 1,096

Balance, April 30, 2023 ( 6,634 ) 2,711 ( 3,923 )

Other comprehensive income 550 — 550

Balance, July 31, 2023 ( 6,084 ) 2,711 ( 3,373 )

Other comprehensive loss ( 4,525 ) — ( 4,525 )

Balance, October 31, 2023 $ ( 8,022 ) $ 2,711 $ ( 5,311 )

Balance, April 30, 2024 ( 5,476 ) 2,711 ( 2,765 )

NOTE 12 - LEASES

Revenue generated from leasing activities is disclosed, by segment, in Note 3 - Revenue.

The following is the balance of our dedicated rental fleet assets, included in Property and equipment, net of accumulated depreciation in the Condensed Consolidated Balance Sheets, of our Construction segment as of October 31, 2024 and January 31, 2024:

October 31, 2024 January 31, 2024

April 30, 2025 January 31, 2025

(in thousands)

3 unchanged sentences

NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS

As of October 31, 2024, the fair value of the Company's foreign currency contracts, which are either assets or liabilities measured at fair value on a recurring basis, was not material.

As of April 30, 2025, the fair value of the Company's foreign currency contracts, which are either assets or liabilities measured at fair value on a recurring basis, was not material.

These foreign currency contracts were valued using a discounted cash flow analysis, which is an income approach, utilizing readily observable market data as inputs, which is classified as a Level 2 fair value measurement.

The Company also has financial instruments that are not recorded at fair value in the consolidated balance sheets, including cash, receivables, payables and long-term debt.

The carrying amounts of these financial instruments approximated their fair values as of October 31, 2024 and January 31, 2024.

The Company also has financial instruments that are not recorded at fair value in the Condensed Consolidated Balance Sheets, including cash, receivables, payables and long-term debt.

The carrying amounts of these financial instruments approximated their fair values as of April 30, 2025 and January 31, 2025.

The fair value of these financial instruments was estimated based on Level 2 fair value inputs.

The estimated fair value of the Company's Level 2 long-term debt, which is provided for disclosure purposes only, is as follows:

October 31, 2024 January 31, 2024

April 30, 2025 January 31, 2025

(in thousands)

2 unchanged sentences

NOTE 14 - INCOME TAXES

Our effective tax rate was 522.9 % and 25.4 % for the three months ended October 31, 2024 and 2023, respectively.

Our effective tax rate was 22.2 % and 24.7 % for the nine months ended October 31, 2024 and 2023, respectively.

The effective tax rate for the three and nine months ended October 31, 2024 and 2023 were subject to various other factors such as the impact of certain discrete items, mainly the vesting of share-based compensation, the mix of domestic and foreign income , and the change of valuation allowances in certain foreign jurisdictions.

Our effective tax rate was 23.6 % and 26.2 % for the three months ended April 30, 2025 and 2024, respectively.

The effective tax rate for the three months ended April 30, 2025 and 2024, is subject to variation of 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.

NOTE 15 - BUSINESS COMBINATIONS

1 unchanged sentence

on March 1, 2024, which consists of one location in Germany and is included in the Europe segment.

This acquisition is not considered material to the overall consolidated financial statements during the three and nine months ended October 31, 2024 and has been included in the Condensed Consolidated Financial Statements from the date of the acquisition.

On October 2, 2023, the Company acquired all of the outstanding equity interests of O’Connors.

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

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 the Australia segment.

The Company incurred $ 1.1 million in acquisition related expenses in connection with this acquisition, which are included in Operating Expenses in the Consolidated Statements of Operations for the year ended January 31, 2024.

The Company completed other acquisitions that were not considered material, individually or collectively, to the overall consolidated financial statements during the year ended January 31, 2024.

These acquisitions consisted of five locations of Pioneer Farm Equipment Co.

on February 1, 2023, in the state of Idaho, one location of Midwest Truck Parts Inc.

on June 1, 2023, in the state Minnesota and one location of Scott Supply Co.

on January 10, 2024, in the state of South Dakota, all of which are included in the Agriculture segment.

The Company also acquired MAREP GmbH on May 1, 2023, which included two locations in Germany and is included in the Europe segment.

These acquisitions have been included in the Condensed Consolidated Financial Statements from the date of the respective acquisition.

Purchase Price Allocation

Each of the above acquisitions has been accounted for under the acquisition method of accounting, which requires the Company to estimate the acquisition date fair value of the assets acquired and liabilities assumed.

As of October 31, 2024, the purchase price allocation for all business combinations from fiscal 2025 and prior are complete.

The following summarizes the acquisition date fair value of consideration transferred and the acquisition date fair value of the identifiable assets acquired and liabilities assumed, including an amount for goodwill (in thousands):

October 2, 2023

(in thousands)

Assets acquired:

Receivables 8,323

Inventories 96,802

Prepaid expenses and other 314

Property and equipment 11,450

Operating lease assets 14,798

Intangible assets acquired:

Customer Relationships 10,928

Distribution Rights 21,470

Goodwill 24,261

Total assets 192,511

Liabilities assumed:

Accounts payable 4,702

Floorplan payable 74,815

Current operating lease liabilities 1,064

Deferred revenue 12,008

Accrued expenses and other 17,284

Long-term debt 2,371

Operating lease liabilities 13,733

Total liabilities 125,977

Net assets acquired $ 66,534

Goodwill recognized by segment:

Australia $ 24,261

Goodwill expected to be deductible for tax purposes $ —

The recognition of goodwill in the above business combination arose from the acquisition of an assembled workforce and anticipated synergies expected to be realized.

The acquired customer relationship intangible assets are being amortized on a straight line basis over a useful life of seven years.

The distribution rights assets are indefinite-lived intangible assets not subject to amortization, but are tested for impairment annually, or more frequently upon the occurrence of certain events or when circumstances indicate that impairment may be present.

The Company estimated the fair value of these intangible assets using a multi-period excess earnings model, an income approach.

Pro Forma Information

The following summarized unaudited pro forma Condensed Statement of Operations information for the three and nine months ended October 31, 2024 and 2023, assumes that the O'Connors acquisition occurred as of February 1, 2023.

The Company prepared the following summarized unaudited pro forma financial results for comparative purposes only.

The summarized unaudited pro forma information may not be indicative of the results that would have occurred had the Company completed the acquisition as of February 1, 2023, or the results that will be attained in the future.

Three Months Ended October 31, Nine Months Ended October 31,

2024 2023 2024 2023

(in thousands)

Total Revenues $ 679,824 $ 757,223 $ 1,942,200 $ 2,098,124

Net Income $ 1,713 $ 34,027 $ 6,850 $ 99,302

This acquisition is not considered material to the overall consolidated financial statements during the three months ended April 30, 2024 and has been included in the Condensed Consolidated Financial Statements from the date of the acquisition.

NOTE 16 - CONTINGENCIES

3 unchanged sentences

These matters, however, are subject to many uncertainties, and the outcome of any matter is not predictable.

NOTE 17 - SEGMENT AND GEOGRAPHIC INFORMATION

NOTE 17 - BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

The Company has four reportable segments:

3 unchanged sentences

Shared Resources assets primarily consist of cash and property and equipment.

Certain financial information for each of the Company’s business segments is set forth below.

Three Months Ended October 31, Nine Months Ended October 31,

2024 2023 2024 2023

(in thousands) (in thousands)

Agriculture $ 482,022 $ 531,404 $ 1,353,744 $ 1,423,669

Construction 85,285 77,508 236,971 232,368

Europe 62,382 85,203 195,633 250,275

Australia (1)

50,135 — 155,852 —

Total $ 679,824 $ 694,115 $ 1,942,200 $ 1,906,312

Income (Loss) Before Income Taxes

Agriculture $ 1,876 $ 35,130 $ 15,556 $ 92,311

Construction ( 941 ) 4,057 ( 5,566 ) 13,746

Europe ( 1,195 ) 5,146 ( 2,115 ) 17,097

Australia ( 298 ) — 578 —

Segment income before income taxes ( 558 ) 44,333 8,453 123,154

Shared Resources 833 ( 3,881 ) 356 ( 5,671 )

Total $ 275 $ 40,452 $ 8,809 $ 117,483

(1) Australia segment was created through the Company's acquisition of "O’Connors in October 2023.

October 31, 2024 January 31, 2024

(in thousands)

Agriculture $ 1,256,367 $ 1,183,367

Construction 294,748 257,142

Europe 276,644 280,354

Australia 213,820 225,421

Segment assets 2,041,579 1,946,284

Shared Resources 67,824 45,977

Total $ 2,109,403 $ 1,992,261

Net sales and long-lived assets by geographic area were as follows:

Three Months Ended

October 31, Nine Months Ended

2024 2023 2024 2023

Three Months Ended April 30,

(in thousands)

United States $ 456,515 $ 519,179

Australia (1)

43,963 44,419

1 unchanged sentence

$ 594,336 $ 628,703

(1) Australia segment was created through the Company's acquisition of "O’Connors in October 2023.

Long-lived assets

October 31, 2024 January 31, 2024

April 30, 2025 January 31, 2025

(in thousands)

3 unchanged sentences

$ 406,828 $ 408,507

Certain financial information for each of the Company's business segments is set forth below.

Three Months Ended April 30, 2025

(in thousands)

Agriculture Construction Europe Australia Total

Equipment $ 277,765 $ 46,684 $ 77,278 $ 35,113 $ 436,840

Parts 73,033 12,683 13,372 6,541 105,629

Service 32,419 6,790 2,625 2,183 44,017

Rental and other 1,169 5,972 583 126 7,850

$ 384,386 $ 72,129 $ 93,858 $ 43,963 $ 594,336

Cost of Revenue

Equipment $ 268,602 $ 43,040 $ 64,630 $ 31,078

Parts 49,287 9,195 10,117 4,481

Service 12,119 2,269 1,467 754

Rental and other 1,497 4,247 360 258

Operating expense 59,548 15,157 11,208 7,115

Impairment charge (1)

Floorplan interest expense 3,865 1,186 764 569

Other segment expense (income), net (2)

1,979 1,215 602 269

Segment (loss) income before taxes $ ( 12,777 ) $ ( 4,180 ) $ 4,710 $ ( 561 ) $ (12,808)

Shared resources unallocated expense ( 4,474 )

Loss before taxes $ ( 17,282 )

Depreciation and amortization $ 4,270 $ 2,243 $ 831 $ 829

Capital expenditures $ 2,236 $ 867 $ 602 $ 374 $ 4,079

Shared Resources Assets Capital expenditures 3,909

Total Capital expenditures $ 7,988

(1) Impairment charge related to long-lived assets.

(2) Balance consists of other interest income (expense) and foreign currency.

Three Months Ended April 30, 2024

(in thousands)

Agriculture Construction Europe Australia Total

Equipment $ 338,713 $ 47,095 $ 47,499 $ 34,782 $ 468,089

Parts 74,965 11,830 14,524 6,907 108,226

Service 32,943 6,800 2,757 2,579 45,079

Rental and other 1,066 5,767 325 151 7,309

$ 447,687 $ 71,492 $ 65,105 $ 44,419 $ 628,703

Cost of Revenue

Equipment $ 301,668 $ 39,957 $ 39,667 $ 30,947

Parts 50,026 8,090 10,377 4,658

Service 12,287 2,095 1,540 855

Rental and other 868 3,531 159 223

Operating expense 64,744 15,621 10,605 7,290

Floorplan interest expense 5,113 1,259 1,000 509

Other segment expense (income), net (1)

( 64 ) 671 407 423

Segment income (loss) before taxes $ 13,045 $ 268 $ 1,350 $ ( 486 ) $ 14,177

Shared resources unallocated expense ( 1,391 )

Income before taxes $ 12,786

Depreciation and amortization $ 3,249 $ 2,106 $ 810 $ 912

Capital expenditures $ 2,302 $ 115 $ 840 $ 1,462 $ 4,719

Shared Resources Assets Capital expenditures 6,038

Total Capital Expenditures $ 10,757

(1) Balance consists of other interest income (expense) and foreign currency.

April 30, 2025 January 31, 2025

(in thousands)

Agriculture $ 1,052,399 $ 1,060,180

Construction 248,516 252,471

Europe 249,681 248,282

Australia 194,335 192,331

Shared Resources Assets (1)

$ 52,756 $ 60,674

$ 1,797,687 $ 1,813,938

(1) Agriculture and Construction cash balances are held at Shared Resources.

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 1. Financial Statements