What changed in this filing

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Item 1. Financial Statements

2025-09-04 compared with 2025-06-05 · 213 added, 68 removed, 448 unchanged (39% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

Current Assets

32 unchanged sentences

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

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

23,373,234 shares issued and outstanding at July 31, 2025;

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

1 unchanged sentence

Retained earnings 341,110 360,314

Accumulated other comprehensive income ( 4,673 ) ( 8,334 )

Accumulated other comprehensive income (loss) 4,838 ( 8,334 )

Total stockholders' equity 610,343 614,077

4 unchanged sentences

(in thousands, except per share data)

Three Months Ended April 30,

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

2025 2024 2025 2024

Equipment $ 376,262 $ 465,233 $ 813,102 $ 933,322

11 unchanged sentences

Operating Expenses 92,661 95,156 189,065 194,314

Impairment of Goodwill — 531 — 531

Impairment of Intangible and Long-Lived Assets 323 942 589 942

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

Income (Loss) from Operations 662 15,750 ( 5,074 ) 38,345

Other Income (Expense)

Interest and other (expense) income ( 488 ) ( 288 )

Interest and other income (expense) 2,638 ( 7,048 ) 2,149 ( 7,335 )

Floorplan interest expense ( 6,812 ) ( 9,218 ) ( 13,338 ) ( 16,282 )

3 unchanged sentences

Net (Loss) Income $ ( 6,000 ) $ ( 4,304 ) $ ( 19,204 ) $ 5,136

(Loss) Earnings per Share:

(Losses) Earnings per Share:

Basic $ ( 0.26 ) $ ( 0.19 ) $ ( 0.85 ) $ 0.22

7 unchanged sentences

(in thousands)

Three Months Ended April 30,

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

2025 2024 2025 2024

Net (Loss) Income $ ( 6,000 ) $ ( 4,304 ) $ ( 19,204 ) $ 5,136

Other Comprehensive (Loss) Income

Other Comprehensive Income (Loss)

Foreign currency translation adjustments 9,511 58 13,172 ( 4,467 )

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

Comprehensive Income (Loss) $ 3,511 $ ( 4,246 ) $ ( 6,032 ) $ 669

See Notes to Condensed Consolidated Financial Statements

10 unchanged sentences

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

Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax 287 — ( 11 ) — — ( 11 )

Stock-based compensation expense — — 1,399 — — 1,399

Net loss — — — ( 6,000 ) — ( 6,000 )

Other comprehensive income — — — — 9,511 9,511

Balance at July 31, 2025 23,373 $ — $ 264,395 $ 341,110 $ 4,838 $ 610,343

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

6 unchanged sentences

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 — — — ( 4,304 ) — ( 4,304 )

Other comprehensive income — — — — 58 58

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

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(in thousands)

Three Months Ended April 30,

Six Months Ended July 31,

Operating Activities

7 unchanged sentences

Noncash lease expense 2,583 4,630

Sale-leaseback finance modification expense — 11,159

Gain on extinguishment of debt — ( 3,585 )

Other, net ( 3,864 ) 2,689

18 unchanged sentences

Principal payments on long-term debt and finance leases ( 11,077 ) ( 11,853 )

Payment of debt issuance costs — ( 3,745 )

Other, net ( 711 ) ( 956 )

10 unchanged sentences

Net property and equipment financed with long-term debt, finance leases, accounts payable and accrued liabilities $ ( 2,341 ) $ 8,415

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

Net transfer of assets to property and equipment from inventories $ 336 $ ( 7,201 )

8 unchanged sentences

The quarterly operating results for Titan Machinery Inc.

(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 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.

("we", "us", "our", or 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 six-months ended July 31, 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.

30 unchanged sentences

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

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides all entities, including public business entities, with a practical expedient, which allows the entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses.

The amendments in ASU No.

2025-05 should be applied prospectively and are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

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 April 30,

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

2025 2024 2025 2024

(in thousands, except per share data)

6 unchanged sentences

Diluted weighted-average common shares outstanding 22,764 22,617 22,717 22,583

(Loss) Earnings Per Share:

(Losses) Earnings Per Share:

Basic $ ( 0.26 ) $ ( 0.19 ) $ ( 0.85 ) $ 0.22

6 unchanged sentences

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

Three Months Ended April 30, 2025

Three Months Ended July 31, 2025

Agriculture Construction Europe Australia Total

7 unchanged sentences

Total revenue $ 345,755 $ 71,987 $ 98,117 $ 30,567 $ 546,426

Three Months Ended April 30, 2024

Three Months Ended July 31, 2024

Agriculture Construction Europe Australia Total

7 unchanged sentences

Total revenue $ 424,036 $ 80,191 $ 68,149 $ 61,298 $ 633,674

Six Months Ended July 31, 2025

Agriculture Construction Europe Australia Total

(in thousands)

Equipment $ 513,422 $ 89,047 $ 155,158 $ 55,475 $ 813,102

Parts 146,249 25,694 29,442 13,466 214,851

Service 67,575 14,009 6,065 5,168 92,817

Other 2,009 719 941 421 4,090

Revenue from contracts with customers 729,255 129,469 191,606 74,530 1,124,860

Rental 886 14,648 369 — 15,903

Total revenue $ 730,141 $ 144,117 $ 191,975 $ 74,530 $ 1,140,763

Six Months Ended July 31, 2024

Agriculture Construction Europe Australia Total

(in thousands)

Equipment $ 651,269 $ 99,939 $ 96,645 $ 85,469 $ 933,322

Parts 150,395 22,879 29,931 14,827 218,032

Service 67,512 14,014 5,833 4,987 92,346

Other 1,875 836 351 435 3,497

Revenue from contracts with customers 871,051 137,668 132,760 105,718 1,247,197

Rental 670 14,015 494 — 15,179

Total revenue $ 871,721 $ 151,683 $ 133,254 $ 105,718 $ 1,262,376

Unbilled Receivables and Deferred Revenue

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.

Unbilled receivables from contracts with customers amounted to $ 30.3 million and $ 24.6 million as of July 31, 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 $ 57.6 million and $ 91.7 million as of April 30, 2025 and January 31, 2025, respectively.

Deferred revenue from contracts with customers amounted to $ 41.4 million and $ 91.7 million as of July 31, 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 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.

During the six months ended July 31, 2025 and 2024, the Company recognized $ 87.8 million and $ 85.6 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 six months ended July 31, 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.

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

(in thousands)

22 unchanged sentences

Foreign exchange impact — — 139 5 144

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

Balance at July 31, 2025 $ 476 $ 174 $ 1,532 $ 95 $ 2,277

Agriculture Construction Europe Australia Total

5 unchanged sentences

Foreign exchange impact — — ( 26 ) (1) ( 27 )

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

Balance at July 31, 2024 $ 266 $ 199 $ 2,546 $ 65 $ 3,076

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 April 30,

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

2025 2024 2025 2024

(in thousands)

2 unchanged sentences

Receivables from rental contracts 27 16 55 130

$ 238 $ ( 45 ) $ 446 $ 343

NOTE 5 - INVENTORIES

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

(in thousands)

5 unchanged sentences

NOTE 6 - PROPERTY AND EQUIPMENT

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

(in thousands)

7 unchanged sentences

$ 377,897 $ 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 $ 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.

The Company includes depreciation expense related to its rental fleet and its trucking fleet for hauling equipment in Cost of Revenue in the Condensed Consolidated Statements of Operations, which was $ 2.2 million and $ 2.4 million for the three months ended July 31, 2025 and 2024, respectively, and $ 4.1 million and $ 4.3 million for the six months ended July 31, 2025 and 2024, respectively.

All other depreciation expense is included in Operating Expenses in the Condensed Consolidated Statements of Operations, which was $ 6.2 million and $ 6.1 million for the three months ended July 31, 2025 and 2024, respectively, and $12.3 million and $12.2 million for the six months ended July 31, 2025 and 2024, 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.

In the six months ended July 31, 2025, the Company determined, based on changing expectations regarding the future use of certain long-lived assets, that the $13.1 million carrying value of certain assets may not be fully recoverable.

Accordingly, the Company performed an impairment analysis and estimated the fair value of the asset using an income approach.

As a result, the Company recognized an impairment charge of $ 0.6 million within the Agriculture segment, which is included in Impairment of Intangibles and Long-Lived Assets in the Condensed Consolidated Statements of Operations.

In the six months ended July 31, 2024, the Company determined, based on changing expectations regarding the future use of certain long-lived assets, that the $12.7 million carrying value of certain assets may not be fully recoverable.

Accordingly, the Company performed an impairment analysis and estimated the fair value of the asset using an income approach.

As a result, the Company recognized an impairment charge of $ 0.9 million within the Europe segment, which is included in Impairment of Intangibles and Long-Lived Assets in the Condensed Consolidated Statements of Operations.

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 April 30, 2025 and January 31, 2025:

April 30, 2025 January 31, 2025

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

July 31, 2025 January 31, 2025

Cost Accumulated Amortization Net Cost Accumulated Amortization Net

3 unchanged sentences

$ 12,503 $ (3,619) $ 8,884 $ 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 for the three months ended April 30, 2025 and 2024.

Future amortization expense, as of April 30, 2025, 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 three months ended July 31, 2025 and 2024.

Total expense related to the amortization of intangible assets, which is recorded in Operating Expenses in the Condensed Consolidated Statements of Operations, was $ 0.9 million and $ 1.0 million for the six months ended July 31, 2025 and 2024, respectively.

The Company performed an impairment test in the six months ended July 31, 2025 with respect to its German subsidiary's intangibles assets and recorded an impairment charge of $0.1 million within the Europe segment, which is included in Impairment of Intangible and Long-Lived Assets in the Condensed Consolidated Statements of Operations.

Future amortization expense, as of July 31, 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 three months ended April 30, 2025:

The following is a summary of the changes in indefinite-lived intangible assets, by segment, for the six months ended July 31, 2025:

Agriculture Construction Australia Total

2 unchanged sentences

Foreign currency translation — — 1,135 1,135

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:

July 31, 2025 $ 18,154 $ 72 $ 21,873 $ 40,099

The following presents changes in the carrying amount of goodwill, by segment, for the six months ended July 31, 2025:

Agriculture Australia Total

1 unchanged sentence

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

Arising from business combinations 1,400 — 1,400

Foreign currency translation — 1,290 1,290

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

July 31, 2025 $ 39,220 $ 24,716 $ 63,936

The Company performed an interim impairment test in the six months ended July 31, 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.

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 included in Impairment of Goodwill in the Condensed Consolidated Statements of Operations.

NOTE 8 - FLOORPLAN PAYABLE/LINES OF CREDIT

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:

As of July 31, 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

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

July 31, 2025 January 31, 2025

(in thousands)

4 unchanged sentences

$ 852,225 $ 755,698

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.

As of July 31, 2025, the interest-bearing floorplan payables carried a variable interest rate with a range of 3.08 % to 7.50 % compared to a range of 4.06 % to 9.15 % as of January 31, 2025.

The Company had non-interest-bearing floorplan payables of $ 394.8 million and $ 302.4 million, as of July 31, 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 April 30, 2025 and January 31, 2025:

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

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

Description Maturity Dates Interest Rates July 31, 2025 January 31, 2025

(in thousands)

7 unchanged sentences

current maturities ( 11,432 ) ( 10,920 )

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

Long-term debt $ 153,058 $ 157,767

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 $ 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.

The notional value of outstanding foreign currency contracts was $ 34.8 million and $ 46.1 million as of July 31, 2025 and January 31, 2025, respectively.

As of July 31, 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 months ended April 30, 2025 and 2024.

The following table sets forth the gains and losses recognized in income from the Company’s derivative instruments for the three and six months ended July 31, 2025 and 2024.

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

Three Months Ended April 30,

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

2025 2024 2025 2024

(in thousands)

1 unchanged sentence

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 three month periods ended April 30, 2025 and 2024:

The following is a summary of the changes in accumulated other comprehensive income (loss), by component, for the six month periods ended July 31, 2025 and 2024:

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

3 unchanged sentences

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

Other comprehensive income 9,511 — 9,511

Balance, July 31, 2025 2,127 2,711 4,838

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

3 unchanged sentences

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

Other comprehensive income 58 — 58

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

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 April 30, 2025 and January 31, 2025:

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

(in thousands)

3 unchanged sentences

NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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.

As of July 31, 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 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 carrying amounts of these financial instruments approximated their fair values as of July 31, 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:

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

(in thousands)

2 unchanged sentences

NOTE 14 - INCOME TAXES

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.

The effective tax rate was 27.1 % and 1.3 % for the three months ended July 31, 2025 and 2024, respectively.

The effective tax rate was 24.7 % and 39.8 % for the six months ended July 31, 2025 and 2024, respectively.

The effective tax rate 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.

On July 4, 2025, One Big Beautiful Bill Act was enacted into law in the United States.

This legislation includes various tax provisions that may affect U.S.

corporate taxpayers, including changes to the deductibility of interest expense and depreciation of certain property, among other items.

The Company is currently assessing the potential impact of this new legislation on its annual income tax expense, deferred tax assets and liabilities and valuation allowances.

Based on its preliminary analysis, the Company does not expect the legislation to have a material effect on its financial statements.

NOTE 15 - BUSINESS COMBINATIONS

On May 15, 2025, the Company acquired certain assets of Farmers Implement and Irrigation, Inc.

“Farmers Implement”.

This acquired New Holland agriculture dealership consists of one agriculture equipment store in Brookings, South Dakota.

This acquisition occurred within the Company’s Agriculture segment.

The total consideration transferred for the acquired business was $13.4 million paid in cash, which included the real estate.

In connection with the acquisition, the Company acquired from CNH and certain other manufacturers equipment and parts inventory previously owned by Farmers Implement.

Upon acquiring such inventories, the Company was offered floorplan financing by the respective manufacturers.

In total, the Company acquired inventory and recognized a corresponding financing liability of $7.0 million.

The recognition of these inventories and the associated financing liabilities are not included as part of the accounting for the business combination.

The Company acquired Gose Landtechnik e.K.

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 months ended April 30, 2024 and has been included in the Condensed Consolidated Financial Statements from the date of the acquisition.

This acquisition is not considered material to the Company's consolidated financial results during the six months ended July 31, 2024 and has been included in the Condensed Consolidated Financial Statements from the date of the acquisition.

NOTE 16 - CONTINGENCIES

10 unchanged sentences

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

Three Months Ended April 30,

(in thousands)

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

2025 2024 2025 2024

(in thousands) (in thousands)

United States $ 417,742 $ 504,227 $ 874,258 $ 1,023,404

3 unchanged sentences

Long-lived assets

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

(in thousands)

4 unchanged sentences

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

Three Months Ended April 30, 2025

Three Months Ended July 31, 2025

(in thousands)

20 unchanged sentences

Capital expenditures $ 908 $ 4,481 $ 453 $ 821 $ 6,663

Shared Resources Assets Capital expenditures 3,909

Shared Resources Capital expenditures (3)

Total Capital expenditures $ 7,667

1 unchanged sentence

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

Three Months Ended April 30, 2024

(3) Shared Resources balance includes construction in process activity for Agriculture and Construction.

Three Months Ended July 31, 2024

(in thousands)

11 unchanged sentences

Operating expense 62,187 14,431 10,979 7,424

Impairment charge (1)

Floorplan interest expense 4,614 1,113 1,053 730

Sale-leaseback financing expense 6,067 5,092 — —

Other segment expense (income), net (2)

2 unchanged sentences

Shared resources unallocated expense 916

Loss before taxes $ ( 4,250 )

Depreciation and amortization $ 3,527 $ 2,646 $ 1,026 $ 849

Capital expenditures $ 11,033 $ 4,625 $ 1,857 $ 568 $ 18,083

Shared Resources Capital expenditures (3)

Total Capital expenditures $ 11,417

(1) Impairment charge related to goodwill, intangible and long-lived assets.

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

(3) Shared Resources balance includes construction in process activity for Agriculture and Construction.

Six Months Ended July 31, 2025

(in thousands)

Agriculture Construction Europe Australia Total

Equipment $ 513,422 $ 89,047 $ 155,158 $ 55,475 $ 813,102

Parts 146,249 25,694 29,442 13,466 214,851

Service 67,575 14,009 6,065 5,168 92,817

Rental and other 2,895 15,367 1,310 421 19,993

$ 730,141 $ 144,117 $ 191,975 $ 74,530 $ 1,140,763

Cost of Revenue

Equipment $ 497,469 $ 81,976 $ 129,994 $ 49,316

Parts 98,109 18,270 21,978 9,296

Service 24,609 4,538 3,217 1,725

Rental and other 3,155 11,173 861 497

Operating expense 119,040 28,729 23,359 14,512

Impairment charge (1)

Floorplan interest expense 8,236 2,412 1,403 1,072

Other segment expense (income), net (2)

4,009 2,412 1,306 781

Segment (loss) income before taxes $ ( 25,075 ) $ ( 5,393 ) $ 9,857 $ ( 2,669 ) $ (23,280)

Shared resources unallocated expense ( 2,239 )

Loss before taxes $ ( 25,519 )

Depreciation and amortization $ 8,532 $ 4,910 $ 1,722 $ 1,680

Capital expenditures $ 3,144 $ 5,348 $ 1,055 $ 1,195 $ 10,742

Shared Resources Capital expenditures (3)

Total Capital expenditures $ 15,655

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

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

(3) Shared Resources balance includes construction in process activity for Agriculture and Construction.

Six Months Ended July 31, 2024

(in thousands)

Agriculture Construction Europe Australia Total

Equipment $ 651,269 $ 99,939 $ 96,645 $ 85,469 $ 933,322

Parts 150,395 22,879 29,931 14,827 218,032

Service 67,512 14,014 5,833 4,987 92,346

Rental and other 2,545 14,851 845 435 18,676

$ 871,721 $ 151,683 $ 133,254 $ 105,718 $ 1,262,376

Cost of Revenue

Equipment $ 588,689 $ 87,266 $ 82,721 $ 75,800

Parts 99,713 15,931 21,787 9,960

Service 23,978 4,145 3,079 1,718

Rental and other 2,480 10,046 446 485

Operating expense 126,931 30,052 21,583 14,714

Impairment charge (1)

Floorplan interest expense 9,726 2,372 2,054 1,240

Sale-leaseback financing expense 6,067 5,092 — —

Other segment expense (income), net (2)

457 1,404 1,030 925

Segment income (loss) before taxes $ 13,680 $ ( 4,625 ) $ ( 919 ) $ 876 $ 9,012

Shared resources unallocated expense ( 477 )

Income before taxes $ 8,535

1 unchanged sentence

Capital expenditures $ 13,335 $ 4,740 $ 2,697 $ 2,030 $ 22,802

Shared Resources Assets Capital expenditures 6,038

Shared Resources Capital expenditures (3)

Total Capital expenditures $ 22,174

(1) Impairment charge related to goodwill, intangible and long-lived assets.

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

April 30, 2025 January 31, 2025

(3) Shared Resources balance includes construction in process activity for Agriculture and Construction.

July 31, 2025 January 31, 2025

(in thousands)

8 unchanged sentences

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