Titan Machinery Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our interim unaudited Condensed Consolidated Financial Statements and related notes included in Item 1 of Part I of this Quarterly Report, and the audited consolidated financial statements and related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. Overview We own and operate a network of full service agricultural and construction equipment stores in the United States, Australia, and Europe. Based upon information provided to us by CNH, we are the largest retail dealer of CaseIH Agriculture equipment in the world, one of the largest retail dealers of Case Construction equipment in North America and one of the largest retail dealers of New Holland Agriculture and New Holland Construction equipment in the United States. We operate our business through four reportable segments: Agriculture, Construction, Europe and Australia. Within each segment, we have four principal sources of revenue: new and used equipment sales, parts sales, service, and equipment rental and other activities. Demand for agricultural equipment and, to a lesser extent, parts and service support, is impacted by agricultural commodity prices and net farm income. Based upon September 2025 publications by U.S. Department of Agriculture, the total crop receipts is projected to decline 2.5% year-over-year and a cumulative decline of approximately 16% since the peak levels reached in 2022. The U.S. federal government recently imposed significant tariffs on imports from a broad range of countries. In response, some countries have enacted or are expected to enact retaliatory tariffs on U.S. exports. Although the overall impact of these trade measures remains uncertain, we recognize the possibility of increases in the wholesale prices that we pay for our equipment and parts inventory. These higher wholesale prices could compress our margins if we are unable to fully pass on these cost increases to our retail customers. Additionally, retaliatory tariffs may negatively affect U.S. agricultural exports, which could have downstream effects on our core customer base in the farming sector. Some analysts have also cautioned that prolonged disruptions to global trade could increase the risk of broader macroeconomic challenges, including the possibility of a recession. For the second quarter of fiscal 2026, our net loss was $6.0 million, or $0.26 per diluted share, compared to a fiscal 2025 second quarter net loss of $4.3 million, or $0.19 per diluted share. Significant factors impacting the quarterly comparisons were: • Revenue in the second quarter of fiscal 2026 decreased by 13.8% compared to the second quarter of fiscal 2025. The revenue decrease was led by softening of demand for equipment purchases due to decline in total crop receipts over the past few years which is expected to continue in 2025. • Gross profit margin decreased to 17.1% for the second quarter of fiscal 2026, as compared to 17.7% for the second quarter of fiscal 2025. The decrease was primarily related to an equipment gross profit margin decrease from 9.2% in the second quarter of fiscal 2025 to 6.6% in the second quarter of fiscal 2026, this was partially offset by a shift in gross profit mix to higher margin parts and service sales. • Floorplan interest expense decreased by $2.4 million in the second quarter of fiscal 2026 as compared to the same period in fiscal 2025. The decrease is primarily due to lower interest-bearing inventory levels as well as a lower variable interest rates. • Interest and other income (expense) increased $9.7 million in the second quarter of fiscal 2026 as compared to the same period in fiscal 2025, primarily due to a 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 which negatively impacted fiscal 2025 expense. 23 Table of Contents Critical Accounting Policies and Estimates Our critical accounting policies and estimates are included in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. There have been no changes in our critical accounting policies and estimates since January 31, 2025. Key Financial Metrics In addition to tracking our sales and expenses to evaluate our operational performance, we also monitor the following key financial metrics. The results of some of these metrics are discussed further throughout this Item 2. Absorption Absorption is an industry term that refers to the percentage of an equipment dealer's operating expense covered by the combined gross profit from parts, service and rental fleet activity. We calculate absorption 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 rental fleet debt. This calculation of absorption does not include floorplan interest expense. We believe that absorption is an important management metric because during economic down cycles our customers tend to postpone new and used equipment purchases while continuing to run, maintain and repair their existing equipment. Thus, operating at a high absorption rate enables us to operate profitably throughout economic down cycles. Dollar Utilization Dollar utilization is a measurement of asset performance and profitability used in the rental industry. We calculate the dollar utilization of our rental fleet equipment 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. While our rental fleet has variable expenses related to repairs and maintenance, its primary expense for depreciation is fixed. Low dollar utilization of our rental fleet has a negative impact on gross profit margin and gross profit dollars due to the fixed depreciation component. However, high dollar utilization of our rental fleet has a positive impact on gross profit margin and gross profit dollars. Inventory Turnover Inventory turnover measures the rate at which inventory is sold during the year. We calculate it by dividing cost of sales on equipment for the last twelve months by the average of the month-end balances of our equipment and parts inventories for the same twelve-month period. We believe that inventory turnover is an important management metric in evaluating the efficiency at which we are managing and selling our inventories. Same-Store Results Same-store sales for any period represent sales by stores that were part of the Company for the entire comparable period in the current and preceding fiscal years. We do not distinguish between relocated or recently expanded stores in this same-store analysis. Closed stores are excluded from the same-store analysis. 24 Table of Contents Results of Operations The results presented below include the operating results of each acquisition made during these periods, from the date of acquisition, as well as the operating results of any stores closed or divested during these periods, up to the date of the store closure. The period-to-period comparisons included below are not necessarily indicative of future results. Segment information is provided later in the discussion and analysis of our results of operations. Additional information regarding our segments is included in Note 17, Business Segment and Geographic Information, to our Condensed Consolidated Financial Statements in Item 1 of Part 1 of this Quarterly report. Comparative financial data for each of our four sources of revenue are expressed below. Three Months Ended July 31, Six Months Ended July 31, 2025 2024 2025 2024 (dollars in thousands) (dollars in thousands) Equipment Revenue $ 376,262 $ 465,233 $ 813,102 $ 933,322 Cost of revenue 351,406 422,236 758,755 834,476 Gross profit $ 24,856 $ 42,997 $ 54,347 $ 98,846 Gross profit margin 6.6 % 9.2 % 6.7 % 10.6 % Parts Revenue $ 109,222 $ 109,805 $ 214,851 $ 218,032 Cost of revenue 74,573 74,239 147,653 147,390 Gross profit $ 34,649 $ 35,566 $ 67,198 $ 70,642 Gross profit margin 31.7 % 32.4 % 31.3 % 32.4 % Service Revenue $ 48,800 $ 47,268 $ 92,817 $ 92,346 Cost of revenue 17,480 16,144 34,089 32,920 Gross profit $ 31,320 $ 31,124 $ 58,728 $ 59,426 Gross profit margin 64.2 % 65.8 % 63.3 % 64.4 % Rental and other Revenue $ 12,142 $ 11,368 $ 19,993 $ 18,676 Cost of revenue 9,321 8,676 15,686 13,458 Gross profit $ 2,821 $ 2,692 $ 4,307 $ 5,218 Gross profit margin 23.2 % 23.7 % 21.5 % 27.9 % 25 Table of Contents The following table sets forth our statements of operations data expressed as a percentage of total revenue for the periods indicated: Three Months Ended July 31, Six Months Ended July 31, 2025 2024 2025 2024 Revenue Equipment 68.9 % 73.4 % 71.3 % 73.9 % Parts 20.0 % 17.3 % 18.8 % 17.3 % Service 8.9 % 7.5 % 8.1 % 7.3 % Rental and other 2.2 % 1.8 % 1.8 % 1.5 % Total Revenue 100.0 % 100.0 % 100.0 % 100.0 % Total Cost of Revenue 82.9 % 82.3 % 83.8 % 81.5 % Gross Profit Margin 17.1 % 17.7 % 16.2 % 18.5 % Operating Expenses 17.0 % 15.0 % 16.6 % 15.4 % Impairment of Goodwill — % 0.1 % — % — % Impairment of Intangible and Long-Lived Assets 0.1 % 0.1 % 0.1 % 0.1 % Income (Loss) from Operations 0.1 % 2.5 % (0.4) % 3.0 % Other Expense (1.6) % (3.2) % (1.8) % (2.4) % (Loss) Income Before Income Taxes (1.5) % (0.7) % (2.2) % 0.7 % (Benefit) Provision for Income Taxes (0.4) % — % (0.6) % 0.3 % Net (Loss) Income (1.1) % (0.7) % (1.7) % 0.4 % Three Months Ended July 31, 2025 Compared to Three Months Ended July 31, 2024 Consolidated Results Revenue Three Months Ended July 31, Increase/ Percent 2025 2024 (Decrease) Change (dollars in thousands) Equipment $ 376,262 $ 465,233 $ (88,971) (19.1) % Parts 109,222 109,805 (583) (0.5) % Service 48,800 47,268 1,532 3.2 % Rental and other 12,142 11,368 774 6.8 % Total Revenue $ 546,426 $ 633,674 $ (87,248) (13.8) % Total revenue for the second quarter of fiscal 2026 decreased by 13.8%, or $87.2 million, compared to same period last year. The decrease was primarily attributable to challenging industry conditions, including decreases in agricultural commodity prices and projected total crop receipts, which negatively impacted customer sentiment. 26 Table of Contents Three Months Ended July 31, Increase/ Percent 2025 2024 (Decrease) Change (dollars in thousands) Gross Profit Equipment $ 24,856 $ 42,997 $ (18,141) (42.2) % Parts 34,649 35,566 (917) (2.6) % Service 31,320 31,124 196 0.6 % Rental and other 2,821 2,692 129 4.8 % Total Gross Profit $ 93,646 $ 112,379 $ (18,733) (16.7) % Gross Profit Margin Equipment 6.6 % 9.2 % (2.6) % (28.3) % Parts 31.7 % 32.4 % (0.7) % (2.2) % Service 64.2 % 65.8 % (1.6) % (2.4) % Rental and other 23.2 % 23.7 % (0.5) % (2.1) % Total Gross Profit Margin 17.1 % 17.7 % (0.6) % (3.4) % Gross Profit Mix Equipment 26.5 % 38.3 % (11.8) % (30.8) % Parts 37.0 % 31.6 % 5.4 % 17.1 % Service 33.4 % 27.7 % 5.7 % 20.6 % Rental and other 3.1 % 2.4 % 0.7 % 29.2 % Total Gross Profit Mix 100.0 % 100.0 % Gross profit for the second quarter of fiscal 2026 decreased 16.7%, or $18.7 million, compared to the same period last year. Gross profit margin declined to 17.1% in the current quarter compared to 17.7% in the prior year quarter. The decrease was primarily due to lower equipment margins driven by softer retail demand and the Company’s initiatives to manage inventory to targeted levels. Our Company-wide absorption rate increased to 83.1% for the second quarter of fiscal 2026 compared to 80.8% during the same period last year. The increased rate was primarily due to reduced operating expenses and impairment of long lived and intangible assets compared to same period last year. Operating Expenses Three Months Ended July 31, Increase/ Percent 2025 2024 (Decrease) Change (dollars in thousands) Operating Expenses $ 92,661 $ 95,156 $ (2,495) (2.6) % Operating Expenses as a Percentage of Revenue 17.0 % 15.0 % 2.0 % 13.3 % Our operating expenses in the second quarter of fiscal 2026 decreased 2.6% as compared to the same period last year. The decrease was led by lower variable expenses associated with the year-over-year decline in revenue and profitability due to challenging industry fundamentals, as well as management's expense reduction efforts. Operating expenses as a percentage of revenue increased to 17.0% in the second quarter of fiscal 2026 from 15.0% in the second quarter of fiscal 2025. 27 Table of Contents Impairment Charges Three Months Ended July 31, Increase/ Percent 2025 2024 (Decrease) Change (dollars in thousands) Impairment of Goodwill $ — $ 531 $ (531) n/m Impairment of Intangible and Long-Lived Assets $ 323 $ 942 $ (619) (65.7) % *n/m - not meaningful In the second quarter of fiscal 2026, we recognized $0.3 million in impairment expense related to long-lived assets in our Agriculture segment. 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 2025 2024 (Decrease) Change (dollars in thousands) Interest and other income (expense) $ 2,638 $ (7,048) $ 9,686 n/m Floorplan interest expense $ (6,812) $ (9,218) $ (2,406) (26.1) % Other interest expense $ (4,724) $ (3,734) $ 990 26.5 % *n/m - not meaningful Interest and other income (expense) improved in the second quarter of fiscal 2026 compared to the same period last year primarily due to 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 that negatively impacted fiscal 2025 expense. Floorplan interest expense decreased in the second quarter of fiscal 2026 compared to the same period last year due to lower interest-bearing inventory levels as well as a lower variable interest rates. (Benefit) Provision for Income Taxes Three Months Ended July 31, Increase/ Percent 2025 2024 (Decrease) Change (dollars in thousands) (Benefit) Provision for Income Taxes $ (2,236) $ 54 $ (2,290) n/m *n/m - not meaningful Our effective tax rate was 27.1 % and 1.3 % for the three months ended July 31, 2025 and 2024, respectively. The effective tax rate in both periods was impacted by several items, including the vesting of share-based compensation, the mix of domestic and foreign income, and the recognition of valuation allowances on foreign deferred tax assets. 28 Table of Contents Segment Results Certain financial information for our Agriculture, Construction, Europe and Australia business segments is presented below. “Shared Resources” in the table below refers to the various unallocated income/(expense) items that we have retained at the general corporate level. Revenue between segments is immaterial. Three Months Ended July 31, Increase/ Percent 2025 2024 (Decrease) Change (dollars in thousands) Revenue Agriculture $ 345,755 $ 424,036 $ (78,281) (18.5) % Construction 71,987 80,191 (8,204) (10.2) % Europe 98,117 68,149 29,968 44.0 % Australia 30,567 61,298 (30,731) (50.1) % Total $ 546,426 $ 633,674 $ (87,248) (13.8) % (Loss) Income Before Income Taxes Agriculture $ (12,295) $ 635 $ (12,930) n/m Construction (1,216) (4,893) 3,677 75.1 % Europe 5,147 (2,270) 7,417 n/m Australia (2,107) 1,362 (3,469) n/m Segment (Loss) Income Before Income Taxes (10,471) (5,166) (5,305) (102.7) % Shared Resources 2,235 916 1,319 144.0 % Total $ (8,236) $ (4,250) $ (3,986) (93.8) % *n/m - not meaningful Agriculture Agriculture segment revenue for the second quarter of fiscal 2026 decreased 18.5% compared to the same period last year, which was primarily driven by a decrease in equipment revenue. This decrease resulted from challenging industry conditions, such as lower agricultural commodity prices and projected total crop receipts, which negatively affected customer sentiment in the second quarter of fiscal 2026, as compared to the same period in the prior year. Changes in actual or anticipated crop receipts and farmer profitability generally have a direct correlation with the retail demand for equipment. Agriculture segment loss before income taxes for the second quarter of fiscal 2026 was $12.3 million compared to income before income taxes of $0.6 million for the second quarter of fiscal 2025. The decrease in gross profit is primarily due to lower sales, which is being driven by softening demand, and lower equipment margins. The second quarter of fiscal 2025 was also impacted by 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 Construction segment revenue for the second quarter of fiscal 2026 decreased 10.2% compared to the same period last year. Our Construction segment loss before income taxes was $1.2 million for the second quarter of fiscal 2026 compared to $4.9 million in the second quarter of fiscal 2025. The increase in the segment results was primarily due to a $5.1 million non-cash, sale-leaseback finance modification expense that negatively impacted fiscal 2025. The dollar utilization of our rental fleet decreased from 24.7% in the second quarter of fiscal 2025 to 22.4% in the second quarter of fiscal 2026. Europe Europe segment revenue for the second quarter of fiscal 2026 increased 44.0% compared to the same period last year. The increase in revenue resulted from an increase in equipment demand, which was driven by a stronger than expected response to European Union stimulus programs in Romania. Our Europe segment income before income taxes was $5.1 million for the second quarter of fiscal 2026 compared to loss before income taxes $2.3 million in the second quarter of fiscal 2025. The increase in segment pre-tax income was primarily the result of increased equipment sales as noted above. 29 Table of Contents Australia Australia segment revenue for the second quarter of fiscal 2026 decreased 50.1% compared to the same period last year. The decrease was driven by the normalization of sprayer deliveries in fiscal 2026 after having caught up on a multi-year backlog of deliveries during fiscal 2025. Our Australia segment loss before income taxes was $2.1 million for the second quarter of fiscal 2026 compared to income before income taxes of $1.4 million in the second quarter 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, unallocated balances may occur. Shared Resources income before income taxes was $2.2 million for the second quarter of fiscal 2026 compared to $0.9 million for the same period last year. 30 Table of Contents Six Months Ended July 31, 2025 Compared to Six Months Ended July 31, 2024 Consolidated Results Revenue Six Months Ended July 31, Increase/ Percent 2025 2024 (Decrease) Change (dollars in thousands) Equipment $ 813,102 $ 933,322 $ (120,220) (12.9) % Parts 214,851 218,032 (3,181) (1.5) % Service 92,817 92,346 471 0.5 % Rental and other 19,993 18,676 1,317 7.1 % Total Revenue $ 1,140,763 $ 1,262,376 $ (121,613) (9.6) % Total revenue for the first six months of fiscal 2026 decrease by 9.6%, or $121.6 million, compared to same period last year. The decrease was primarily attributable to challenging industry conditions, including decreases in agricultural commodity prices and projected total crop receipts, which negatively impacted customer sentiment. Gross Profit Six Months Ended July 31, Increase/ Percent 2025 2024 (Decrease) Change (dollars in thousands) Gross Profit Equipment $ 54,347 $ 98,846 $ (44,499) (45.0) % Parts 67,198 70,642 (3,444) (4.9) % Service 58,728 59,426 (698) (1.2) % Rental and other 4,307 5,218 (911) (17.5) % Total Gross Profit $ 184,580 $ 234,132 $ (49,552) (21.2) % Gross Profit Margin Equipment 6.7 % 10.6 % (3.9) % (36.8) % Parts 31.3 % 32.4 % (1.1) % (3.4) % Service 63.3 % 64.4 % (1.1) % (1.7) % Rental and other 21.5 % 27.9 % (6.4) % (22.9) % Total Gross Profit Margin 16.2 % 18.5 % (2.3) % (12.4) % Gross Profit Mix Equipment 29.4 % 42.2 % (12.8) % (30.3) % Parts 36.4 % 30.2 % 6.2 % 20.5 % Service 31.8 % 25.4 % 6.4 % 25.2 % Rental and other 2.4 % 2.2 % 0.2 % 9.1 % Total Gross Profit Mix 100.0 % 100.0 % Gross profit decreased 21.2%, or $49.6 million, for the first six months of fiscal 2026, as compared to the same period last year. Gross profit margin also decreased to 16.2% in the first six months of fiscal 2026 from 18.5% in the same period last year. The decrease was primarily due to lower equipment margins driven by softer retail demand and the Company’s initiatives to manage inventory to targeted levels. For the first six months of fiscal 2026, the Company-wide absorption rate was 79.3%, consistent with 79.0% for the first six months of fiscal 2025. 31 Table of Contents Operating Expenses Six Months Ended July 31, Increase/ Percent 2025 2024 (Decrease) Change (dollars in thousands) Operating Expenses $ 189,065 $ 194,314 $ (5,249) (2.7) % Operating Expenses as a Percentage of Revenue 16.6 % 15.4 % 1.2 % 7.8 % Our operating expenses for the first six months of fiscal 2026 decreased $5.2 million as compared to same period last year. The decrease was led by lower variable expenses associated with the year-over-year decline in revenue and profitability due to challenging industry fundamentals, as well as management's expense reduction efforts. Operating expenses as a percentage of revenue increased to 16.6% in the first six months of fiscal 2026 from 15.4% in the first six months of fiscal 2025. Impairment Charges Six Months Ended July 31, Increase/ Percent 2025 2024 (Decrease) Change (dollars in thousands) Impairment of Goodwill $ — $ 531 $ (531) n/m Impairment of Intangible and Long-Lived Assets $ 589 $ 942 $ (353) (37.5) % *n/m = Not Meaningful In the first six months of fiscal 2026, we recognized $0.6 million in impairment expense related to long-lived assets in our Agriculture segment. In the for the first six months 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 2025 2024 (Decrease) Change (dollars in thousands) Interest and other income (expense) $ 2,149 $ (7,335) $ 9,484 n/m Floorplan interest expense (13,338) (16,282) (2,944) 18.1 % Other interest expense (9,256) (6,193) 3,063 (49.5) % *n/m = Not Meaningful Interest and other income (expense) improved in the first six months of fiscal 2026 compared to the same period last year primarily due to 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 which negatively impacted fiscal 2025 expense. Floorplan interest expense decreased in the first six months of fiscal 2026 compared to the same period last year due to lower interest-bearing inventory levels. Provision (Benefit) for Income Taxes Six Months Ended July 31, Increase/ Percent 2025 2024 Decrease Change (dollars in thousands) Provision for Income Taxes $ (6,315) $ 3,399 $ (9,714) n/m *n/m = Not Meaningful Our effective tax rate was 24.7% and 39.8% for the six months ended July 31, 2025 and 2024, respectively. The effective tax rate in both periods was impacted by discrete items, including the vesting of share-based compensation, the mix of domestic and foreign income, and the recognition of valuation allowances on foreign deferred tax assets. 32 Table of Contents Segment Results Certain financial information for our Agriculture, Construction, Europe and Australia 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 2025 2024 (Decrease) Change (dollars in thousands) Revenue Agriculture $ 730,141 $ 871,721 $ (141,580) (16.2) % Construction 144,117 151,683 (7,566) (5.0) % Europe 191,975 133,254 58,721 44.1 % Australia 74,530 105,718 (31,188) (29.5) % Total $ 1,140,763 $ 1,262,376 $ (121,613) (9.6) % (Loss) Income Before Income Taxes Agriculture $ (25,075) $ 13,680 $ (38,755) n/m Construction (5,393) (4,625) (768) (16.6) % Europe 9,857 (919) 10,776 n/m Australia (2,669) 876 (3,545) n/m Segment Income Before Income Taxes (23,280) 9,012 (32,292) n/m Shared Resources (2,239) (477) (1,762) n/m Total $ (25,519) $ 8,535 $ (34,054) n/m *n/m = Not Meaningful Agriculture Agriculture segment revenue for the first six months of fiscal 2026 decreased 16.2% compared to the same period last year. The revenue decrease was due to a same-store sales decrease of 16.4% during the first six months of fiscal 2026 as compared to the prior year period. The same-store sales decrease was due to a decrease in equipment revenue resulting from challenging industry conditions, such as decreases in agricultural commodity prices and projected total crop receipts, which negatively affected customer sentiment in fiscal 2026, as compared to the same period in the prior year. Changes in actual or anticipated crop receipts and farmer profitability generally have a direct correlation with retail demand for equipment. Agriculture segment loss before income taxes was $25.1 million for the first six months of fiscal 2026 compared to income before income taxes $13.7 million over the first six months of fiscal 2025. The decrease in gross profit is primarily due to lower sales, which is being driven by softening demand, and lower equipment margins. The fiscal 2025 period was also impacted by 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 Construction segment revenue for the first six months of fiscal 2026 decreased 5.0% compared to the same period last year. Our Construction segment loss before income taxes was $5.4 million for the first six months of fiscal 2026 compared to $4.6 million income before income taxes in the first six months of fiscal 2025. The decrease in segment results was primarily related to lower equipment margins compared to same period last year. The fiscal 2025 period was also impacted by a $5.1 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. Additionally, the dollar utilization of our rental fleet decreased from 23.2% in the first six months of fiscal 2025 to 21.2% in the first six months of fiscal 2026. 33 Table of Contents Europe Europe segment revenue for the first six months of fiscal 2026 increased 44.1% compared to the same period last year. The increase in revenue resulted from an increase in equipment demand, which was driven by a strong response to European Union stimulus programs in Romania. Our Europe segment income before income taxes was $9.9 million for the first six months of fiscal 2026 compared to loss before income taxes of $0.9 million for the same period last year. The increase in segment pre-tax income was primarily the result of increased equipment sales as noted above. Australia Australia segment revenue for the first six months of fiscal 2026 decreased 29.5% compared to the same period last year. The decrease was driven by the normalization of sprayer deliveries in fiscal 2026 after having caught up on a multi-year backlog of deliveries during fiscal 2025. Our Australia segment loss before income taxes was $2.7 million for the second quarter of fiscal 2026 compared to income before income taxes of $0.9 million in the second quarter 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 $2.2 million for the first six months of fiscal 2026 compared to $0.5 million for the same period last year. 34 Table of Contents Liquidity and Capital Resources Sources of Liquidity Our primary sources of liquidity are cash reserves, cash generated from operations, and borrowings under our floorplan and other credit facilities. We expect these sources of liquidity to be sufficient to fund our working capital requirements, acquisitions, capital expenditures and other investments in our business, service our debt, pay our tax and lease obligations and other commitments and contingencies, and meet any seasonal operating requirements for the foreseeable future. However, our borrowing capacity under our floorplan and other credit facilities is dependent on compliance with various covenants as further described in the “Risk Factors” section and Note 8, Floorplan Payable/Lines of Credit, to our Condensed Consolidated Financial Statements contained in our Annual Report on Form 10-K for fiscal 2025. Floorplan and Working Capital Payable Credit Facilities and Equipment Inventory As of July 31, 2025, 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, a $390.0 million floorplan payable line and a $110.0 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 was 1.7 times for the rolling 12 month period ended July 31, 2024 and July 31, 2025. Our equity in equipment inventory, which reflects the portion of our equipment inventory balance that is not financed by floorplan payables, decreased to 16.9% as of July 31, 2025 from 25.9% as of January 31, 2025. Adequacy of Capital Resources Our primary uses of cash have been to fund our operating activities, including the purchase of inventories and providing for other working capital needs, meeting our debt service requirements, making payments due under our various leasing arrangements, funding capital expenditures, including rental fleet assets, and funding acquisitions. 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. During fiscal 2025, we received various letters from CNH and DLL Finance that waived the consolidated fixed charge coverage ratio covenant for the periods through January 31, 2026, and therefore as of July 31, 2025, we were not subject to this financial covenant under our CNH and DLL Finance credit agreements. We were also 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, 2025. 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 operating results were to create the likelihood of a future covenant violation, we would continue to work with our lenders on an appropriate modification or amendment to our financing arrangements. Cash Flow Cash Flow Provided by (Used for) Operating Activities Net cash provided by operating activities was $49.9 million for the first six months of fiscal 2026, compared to net cash used for operating activities of $47.4 million for the six months ended July 31, 2024. The change in cash from operating activities was primarily attributable to changes in inventory and a changing mix in floorplan financing, which was partially offset by a decrease in net income for the first six months of fiscal 2026 compared to the prior year period. Cash Flow Used for Investing Activities Net cash used for investing activities was $24.9 million for the first six months of fiscal 2026, compared to $21.5 million for the first six months of fiscal 2025. The increase in net cash used for investing activities was primarily due to the Farmers Implement and Irrigation acquisition in the second quarter of fiscal 2026 and partially offset by the decrease of purchases of property and equipment compared to the prior year period. Cash Flow (Used for) Provided by Financing Activities Net cash used for financing activities was $30.0 million for the first six months of fiscal 2026 compared to net cash provided by financing activities of $62.4 million for the first six months of fiscal 2025. The change in cash from financing activities was primarily driven by lower non-manufacturing floorplan payables during the first six months of fiscal 2026. 35 Table of Contents Information Concerning Off-Balance Sheet Arrangements As of July 31, 2025, 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. FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Forward-looking statements are contained in this Quarterly Report on Form 10-Q, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in our Annual Report on Form 10-K for the year ended January 31, 2025, and in other materials filed by the Company with the SEC (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 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. These statements are based upon the current beliefs and expectations of our management. These forward-looking statements involve important risks and uncertainties that could significantly affect anticipated results or outcomes in the future and, accordingly, actual results or outcomes may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, our ability to reduce inventory levels and improve profitability, the impact of the Russia-Ukraine conflict on our Ukrainian operations, our ability to successfully integrate and realize growth opportunities and synergies in connection with the O'Connors acquisition, the risk that we have assumed unforeseen or other liabilities in connection with the O'Connors acquisition, the impact of those conditions and obligations imposed on us under the CaseIH dealer agreements entered into in connection with our acquisition of the Heartland companies' commercial application equipment business, our substantial dependence on CNH, including CNH's ability to design, manufacture and allocate inventory to our stores in quantities necessary to satisfy our customer's demands, disruptions of supply chains and associated impacts on the Company's supply vendors and their ability to provide the Company with sufficient and timely inventory to meet customer demand, adverse market conditions in the agricultural and construction equipment industries, and those matters identified and discussed under the section titled “Risk Factors” in our Annual Report on Form 10-K for fiscal 2025. In addition to those matters, there may exist additional risks and uncertainties not currently known to us or that we currently deem to be immaterial that may materially adversely affect our business, financial condition or results of operations and may cause results to differ materially from those contained in any forward-looking statement. Other than as required by applicable law, we disclaim any obligation to update such risks and uncertainties or to publicly announce results of revisions to any of the forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect future events or developments. 36 Table of Contents