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Item 1. Financial Statements

2026-09-03 compared with 2026-06-09 · 192 added, 80 removed, 453 unchanged (38% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share data)

April 30, 2026 January 31, 2026

(in thousands, except share data)

July 31, 2026 January 31, 2026

Current Assets

32 unchanged sentences

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

23,309,167 shares issued and outstanding at April 30, 2026;

23,535,950 shares issued and outstanding at July 31, 2026;

23,363,865 shares issued and outstanding at January 31, 2026

8 unchanged sentences

(in thousands, except per share data)

Three Months Ended April 30,

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

2026 2025 2026 2025

Equipment $ 328,499 $ 376,262 $ 693,153 $ 813,102

12 unchanged sentences

Impairment of Intangible and Long-Lived Assets 592 323 1,094 589

Loss from Operations ( 5,601 ) ( 5,735 )

(Loss) Income from Operations ( 2,271 ) 662 ( 7,873 ) ( 5,074 )

Other Income (Expense)

3 unchanged sentences

Loss Before Income Taxes ( 9,156 ) ( 8,236 ) ( 21,631 ) ( 25,519 )

Provision (Benefit) for Income Taxes 141 ( 4,078 )

(Benefit) Provision for Income Taxes ( 6 ) ( 2,236 ) 135 ( 6,315 )

Net Loss $ ( 9,150 ) $ ( 6,000 ) $ ( 21,766 ) $ ( 19,204 )

9 unchanged sentences

(in thousands)

Three Months Ended April 30,

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

2026 2025 2026 2025

Net Loss $ ( 9,150 ) $ ( 6,000 ) $ ( 21,766 ) $ ( 19,204 )

Other Comprehensive Loss

Other Comprehensive (Loss) Income

Foreign currency translation adjustments ( 854 ) 9,511 ( 1,401 ) 13,172

Comprehensive Loss $ ( 13,163 ) $ ( 9,543 )

Comprehensive (Loss) Income $ ( 10,004 ) $ 3,511 $ ( 23,167 ) $ ( 6,032 )

See Notes to Condensed Consolidated Financial Statements

8 unchanged sentences

Net loss — — — ( 12,616 ) — ( 12,616 )

Other comprehensive income — — — — ( 547 ) ( 547 )

Other comprehensive loss — — — — ( 547 ) ( 547 )

Balance at April 30, 2026 23,309 $ — $ 267,247 $ 293,524 $ 5,706 $ 566,477

Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax 227 — ( 8 ) — — ( 8 )

Stock-based compensation expense — — 1,355 — — 1,355

Net loss — — — ( 9,150 ) — ( 9,150 )

Other comprehensive loss — — — — ( 854 ) ( 854 )

Balance at July 31, 2026 23,536 $ — $ 268,594 $ 284,374 $ 4,852 $ 557,820

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

4 unchanged sentences

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

Other comprehensive loss — — — — 3,661 3,661

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

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

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(in thousands)

Three Months Ended April 30,

Six Months Ended July 31,

Operating Activities

19 unchanged sentences

Proceeds from sale of property and equipment 4,298 3,829

Acquisition consideration, net of cash acquired ( 3,917 ) ( 13,370 )

Proceeds from business divestitures, net 2,030 —

Other, net — 344

Net Cash Provided by (Used for) Investing Activities 1,053 ( 5,234 )

Net Cash Used for Investing Activities ( 3,695 ) ( 24,852 )

Financing Activities

20 unchanged sentences

Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting.

The unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting.

Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements.

2 unchanged sentences

("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 three months ended April 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2027.

Therefore, operating results for the six months ended July 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2027.

The information contained in the consolidated balance sheet as of January 31, 2026 was derived from the audited consolidated financial statements of the Company for the fiscal year then ended.

17 unchanged sentences

Early adoption is permitted.

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

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial 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,

2026 2025 2026 2025

(in thousands, except per share data)

15 unchanged sentences

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

Three Months Ended April 30, 2026

Three Months Ended July 31, 2026

Agriculture Construction Europe Australia Total

7 unchanged sentences

Total revenue $ 310,234 $ 78,639 $ 66,088 $ 41,423 $ 496,384

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

Six Months Ended July 31, 2026

Agriculture Construction Europe Australia Total

(in thousands)

Equipment $ 445,038 $ 86,286 $ 91,500 $ 70,329 $ 693,153

Parts 140,136 25,299 29,503 15,426 210,364

Service 66,149 13,840 4,726 5,495 90,210

Other 1,987 816 747 438 3,988

Revenue from contracts with customers 653,310 126,241 126,476 91,688 997,715

Rental 1,142 19,861 47 — 21,050

Total revenue $ 654,452 $ 146,102 $ 126,523 $ 91,688 $ 1,018,765

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

Unbilled Receivables and Deferred Revenue

Unbilled receivables from contracts with customers amounted to $ 28.2 million and $ 24.2 million as of April 30, 2026 and January 31, 2026, respectively.

Unbilled receivables from contracts with customers amounted to $ 29.2 million and $ 24.2 million as of July 31, 2026, and January 31, 2026, 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 $ 53.8 million and $ 82.1 million as of April 30, 2026 and January 31, 2026, respectively.

Deferred revenue from contracts with customers amounted to $ 38.4 million and $ 82.1 million as of July 31, 2026 and January 31, 2026, 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, and the related recognition of equipment revenue, prior to its seasonal use.

During the three months ended April 30, 2026 and 2025, the Company recognized $ 49.8 million and $ 61.6 million, respectively, of revenue that was included in the deferred revenue balance as of January 31, 2026 and January 31, 2025, respectively.

No material amount of revenue was recognized during the three months ended April 30, 2026 or 2025 from performance obligations satisfied in previous periods.

During the six months ended July 31, 2026, and 2025, the Company recognized $ 68.4 million and $ 87.8 million, respectively, of revenue that was included in the deferred revenue balance as of January 31, 2026, and January 31, 2025, respectively.

No material amount of revenue was recognized during the six months ended July 31, 2026, or 2025 from performance obligations satisfied in previous periods.

NOTE 4 - RECEIVABLES

6 unchanged sentences

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.

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.

Trade and unbilled receivables from rental contracts are primarily in the United States and are specifically excluded from the accounting guidance in determining an allowance for expected losses.

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, 2026 January 31, 2026

July 31, 2026 January 31, 2026

(in thousands)

22 unchanged sentences

Foreign exchange impact — — ( 39 ) 3 ( 36 )

Balance at April 30, 2026 $ 542 $ 207 $ 1,435 $ 128 $ 2,312

Balance at July 31, 2026 $ 458 $ 181 $ 1,488 $ 131 $ 2,258

Agriculture Construction Europe Australia Total

5 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

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,

2026 2025 2026 2025

(in thousands)

2 unchanged sentences

Receivables from rental contracts 47 27 17 55

$ 209 $ 238 $ 566 $ 446

NOTE 5 - INVENTORIES

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

(in thousands)

5 unchanged sentences

NOTE 6 - PROPERTY AND EQUIPMENT

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

(in thousands)

7 unchanged sentences

$ 360,174 $ 360,983

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 $ 1.8 million and $ 1.9 million for the three months ended April 30, 2026 and 2025, respectively.

All other depreciation expense is included in Operating Expenses in the Condensed Consolidated Statements of Operations, which was $ 6.1 million for both the three months ended April 30, 2026 and 2025 .

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 $ 2.3 million and $ 2.2 million for the three months ended July 31, 2026, and 2025, respectively, and $ 4.2 million and $ 4.1 million for the six months ended July 31, 2026, and 2025, respectively.

All other depreciation expense is included in Operating Expenses in the Condensed Consolidated Statements of Operations, which was $ 6.0 million and $ 6.2 million for the three months ended July 31, 2026 and 2025, respectively , and $ 12.1 million and $ 12.3 million for the six months ended July 31, 2026, and 2025, 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 April 30, 2026 and January 31, 2026:

April 30, 2026 January 31, 2026

The following is a summary of intangible assets with finite lives as of July 31, 2026, and January 31, 2026:

July 31, 2026 January 31, 2026

Cost Accumulated Amortization Net Cost Accumulated Amortization Net

3 unchanged sentences

$ 12,897 $ ( 5,524 ) $ 7,373 $ 12,543 $ ( 4,461 ) $ 8,082

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 both the three months ended April 30, 2026 and 2025.

Future amortization expense, as of April 30, 2026, 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 $ 1.0 million and $ 0.9 million for the six months ended July 31, 2026, and 2025, respectively.

Future amortization expense, as of July 31, 2026, is expected to be as follows:

Fiscal Year Ending January 31,

3 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, 2026:

The following is a summary of the changes in indefinite-lived intangible assets, by segment, for the six months ended July 31, 2026:

Agriculture Construction Australia Total

2 unchanged sentences

Foreign currency translation — — 798 798

April 30, 2026 $ 18,154 $ 72 $ 25,660 $ 43,886

The following presents changes in the carrying amount of goodwill, by segment, for the three months ended April 30, 2026:

July 31, 2026 $ 18,154 $ 72 $ 25,723 $ 43,949

The following presents changes in the carrying amount of goodwill, by segment, for the six months ended July 31, 2026:

Agriculture Australia Total

1 unchanged sentence

January 31, 2026 $ 39,220 $ 26,363 $ 65,583

Arising from business combinations 407 — 407

Adjustment to business combinations completed in prior year — 310 310

Foreign currency translation — 861 861

April 30, 2026 $ 39,220 $ 27,466 $ 66,686

July 31, 2026 $ 39,627 $ 27,534 $ 67,161

NOTE 8 - FLOORPLAN PAYABLE/LINES OF CREDIT

As of April 30, 2026, 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, 2026, 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) $ 874.0 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) $ 67.5 million credit facility with DLL Finance LLC (“DLL Finance”).

The Company's outstanding balances of floorplan lines of credit as of April 30, 2026 and January 31, 2026, consisted of the following:

April 30, 2026 January 31, 2026

The Company's outstanding balances of floorplan lines of credit as of July 31, 2026 and January 31, 2026, consisted of the following:

July 31, 2026 January 31, 2026

(in thousands)

4 unchanged sentences

$ 623,567 $ 553,754

As of April 30, 2026, the interest-bearing floorplan payables carried a variable interest rate with a range of 3.52 % to 8.50 % compared to a range of 3.83 % to 8.50 % as of January 31, 2026.

The Company had non-interest-bearing floorplan payables of $ 332.4 million and $ 266.8 million, as of April 30, 2026 and January 31, 2026, respectively.

As of July 31, 2026, the interest-bearing floorplan payables carried a variable interest rate with a range of 3.80 % to 8.50 % compared to a range of 3.83 % to 8.50 % as of January 31, 2026.

The Company had non-interest-bearing floorplan payables of $ 351.7 million and $ 266.8 million, as of July 31, 2026 and January 31, 2026, respectively.

NOTE 9 - LONG TERM DEBT

The following is a summary of the Company's long-term debt as of April 30, 2026 and January 31, 2026:

Description Maturity Dates Interest Rates April 30, 2026 January 31, 2026

The following is a summary of the Company's long-term debt as of July 31, 2026 and January 31, 2026:

Description Maturity Dates Interest Rates July 31, 2026 January 31, 2026

(in thousands)

2 unchanged sentences

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

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

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

22,396 25,290

10 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 $ 34.4 million and $ 29.6 million as of April 30, 2026 and January 31, 2026, respectively.

As of April 30, 2026 and January 31, 2026, the fair value of the Company's outstanding derivative instruments was not material.

The notional value of outstanding foreign currency contracts was $ 33.5 million and $ 29.6 million as of July 31, 2026 and January 31, 2026, respectively.

As of July 31, 2026 and January 31, 2026, 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, 2026 and 2025.

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, 2026 and 2025.

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,

2026 2025 2026 2025

(in thousands)

Foreign currency contract (loss) gain $ ( 943 ) $ ( 2,046 )

Foreign currency contract gain (loss) $ 645 $ ( 140 ) $ ( 298 ) $ ( 2,186 )

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, 2026 and 2025:

The following is a summary of the changes in accumulated other comprehensive income (loss), by component, for the six month periods ended July 31, 2026 and 2025:

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

3 unchanged sentences

Balance, April 30, 2026 2,995 2,711 5,706

Other comprehensive loss ( 854 ) — ( 854 )

Balance, July 31, 2026 $ 2,141 $ 2,711 $ 4,852

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

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, 2026 and January 31, 2026:

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

(in thousands)

3 unchanged sentences

NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS

As of April 30, 2026, 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, 2026, 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, 2026 and January 31, 2026.

The carrying amounts of these financial instruments approximated their fair values as of July 31, 2026 and January 31, 2026.

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, 2026 January 31, 2026

July 31, 2026 January 31, 2026

(in thousands)

2 unchanged sentences

NOTE 14 - INCOME TAXES

The effective tax rate was 1.1 % and 23.6 % for the three months ended April 30, 2026 and 2025, respectively.

The effective tax rate was 0.1 % and 27.1 % for the three months ended July 31, 2026 and 2025, respectively.

The effective tax rate was 0.6 % and 24.7 % for the six months ended July 31, 2026 and 2025, respectively.

The effective tax rate is subject to variation due to impact of several items, mainly the mix of domestic and foreign income and the impact of the recognition of valuation allowance on our domestic and foreign deferred tax assets.

In the three months ended April 30, 2026, the Company recorded a valuation allowance of $0.7 million on the Company's Australian subsidiary due to the presence of historical losses and the Company’s expected future sources of taxable income.

In the first quarter of fiscal 2027, the Company recorded a valuation allowance of $ 0.7 million on the Company's Australian subsidiary due to the presence of historical losses and the Company’s expected future sources of taxable income.

NOTE 15 - BUSINESS COMBINATIONS

On July 30, 2026, the Company acquired certain assets of KanEquip, Inc.

(“KanEquip”).

This acquired New Holland agriculture dealership consists of one agriculture equipment store in Syracuse, Nebraska.

This acquisition occurred within the Company’s Agriculture segment.

The total consideration transferred for the acquired assets was $ 3.9 million paid in cash, which included the real estate for the Syracuse, Nebraska agriculture equipment store.

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

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

In total, the Company acquired inventory and recognized a corresponding financing liability of $ 3.7 million.

The recognition of these inventories and the associated financing liabilities are not included as part of the accounting for the acquisition of certain KanEquip assets.

This acquisition is not considered material to the Company's overall consolidated financial results during the three or six months ended July 31, 2026, and has been included in the Condensed Consolidated Financial Statements from the date of the acquisition.

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

2 unchanged sentences

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.

The total consideration transferred for the acquired business was $ 13.4 million paid in cash, which included the real estate for the Brookings, South Dakota agriculture equipment store.

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

1 unchanged sentence

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 recognition of these inventories and the associated financing liabilities are not included as part of the accounting for the acquisition of certain Farmers Implement assets.

On October 1, 2025, the Company acquired Bellevue Machinery within its Australia segment.

2 unchanged sentences

This acquisition now allows the Company to sell the CaseIH and New Holland brands at six of the Company’s 15 locations in Australia.

The total consideration transferred for the acquired business was $ 6.4 million paid in cash, which included the real estate.

These acquisitions are not considered material to the overall consolidated financial statements during the year ended January 31, 2026 and have been included in the Condensed Consolidated Financial Statements from the date of the acquisitions.

The total consideration transferred for the acquired business was $ 6.4 million paid in cash.

These acquisitions are not considered material to the Company's overall consolidated financial results during the year ended January 31, 2026, and have been included in the Condensed Consolidated Financial Statements from the date of the acquisitions.

NOTE 16 - CONTINGENCIES

3 unchanged sentences

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

The Company has been named a co-defendant in a court case filed in Colorado district court, arising out of an accident that occurred during the transportation of a piece of Company owned equipment by an independent third-party contractor motor carrier.

A reasonable estimate of the possible loss or range of loss cannot be made at this time.

Management believes the range

of reasonable possible losses, net of insurance recoveries, will not have a material effect on our results of operations or financial condition.

The Company was named a co-defendant in a court case filed in Colorado district court arising out of an accident that occurred during the transportation of a piece of Company-owned equipment by an independent third-party contractor motor carrier.

Subsequent to quarter end and prior to the filing of this Quarterly Report on Form 10-Q, the plaintiffs and the Company agreed to a settlement of this matter, subject to final approval by the district court.

During the quarter ended July 31, 2026, the Company has recorded an accrual for its estimate of the probable loss associated related to the settlement.

The Company expects insurance recoveries to offset the settlement amount in full, excluding the applicable insurance retention amount.

This expectation of insurance recovery was also accrued during the quarter ended July 31, 2026.

The resolution of this matter did not have, and is not expected to have, a material effect on the Company's financial position results of operations or cash flows.

NOTE 17 - BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

5 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,

2026 2025 2026 2025

(in thousands) (in thousands)

United States $ 388,873 $ 417,742 $ 800,554 $ 874,258

3 unchanged sentences

Long-lived assets

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

(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, 2026

Three Months Ended July 31, 2026

(in thousands)

15 unchanged sentences

1,802 1,454 343 687

Segment (loss) income before taxes $ ( 3,294 ) $ 404 $ ( 1,325 ) $ ( 3,440 ) $ (7,655)

Shared Resources unallocated expense ( 1,501 )

Loss before taxes $ ( 9,156 )

Depreciation and amortization $ 4,175 $ 2,842 $ 809 $ 953

Capital expenditures $ 3,430 $ 96 $ 586 $ 206 $ 4,318

Shared Resources capital expenditures (3)

Total Capital expenditures $ 3,563

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

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

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

Three Months Ended July 31, 2025

(in thousands)

Agriculture Construction Europe Australia Total

Equipment $ 235,657 $ 42,363 $ 77,880 $ 20,362 $ 376,262

Parts 73,216 13,011 16,070 6,925 109,222

Service 35,156 7,219 3,440 2,985 48,800

Rental and other 1,726 9,394 727 295 12,142

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

Cost of Revenue

Equipment $ 228,867 $ 38,937 $ 65,364 $ 18,238

Parts 48,822 9,075 11,861 4,816

Service 12,490 2,270 1,750 971

Rental and other 1,655 6,926 500 238

Operating expense 59,492 13,572 12,150 7,397

Impairment charge (1)

Floorplan interest expense 4,371 1,226 639 503

Other segment expense (income), net (2)

2,030 1,197 706 511

Segment (loss) income before taxes $ ( 12,295 ) $ ( 1,216 ) $ 5,147 $ ( 2,107 ) $ (10,471)

Shared Resources unallocated expense 2,235

Loss before taxes $ ( 8,236 )

Depreciation and amortization $ 4,262 $ 2,668 $ 890 $ 851

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

Shared Resources capital expenditures (3)

Total Capital expenditures $ 7,667

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

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

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

Six Months Ended July 31, 2026

(in thousands)

Agriculture Construction Europe Australia Total

Equipment $ 445,038 $ 86,286 $ 91,500 $ 70,329 $ 693,153

Parts 140,136 25,299 29,503 15,426 210,364

Service 66,149 13,840 4,726 5,495 90,210

Rental and other 3,129 20,677 794 438 25,038

$ 654,452 $ 146,102 $ 126,523 $ 91,688 $ 1,018,765

Cost of Revenue

Equipment $ 415,060 $ 75,557 $ 81,231 $ 64,812

Parts 95,553 18,002 22,113 11,010

Service 25,991 4,820 2,697 2,100

Rental and other 3,037 14,130 526 446

Operating expense 114,687 28,897 21,069 16,595

Impairment charge (1)

Floorplan interest expense 5,579 1,993 439 739

Other segment expense (income), net (2)

3,876 2,885 ( 219 ) 1,207

Segment loss before taxes $ ( 9,475 ) $ ( 207 ) $ ( 2,258 ) $ ( 5,221 ) $ (17,161)

6 unchanged sentences

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

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

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

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

Three Months Ended April 30, 2025

Six Months Ended July 31, 2025

(in thousands)

23 unchanged sentences

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

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

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

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

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

(in thousands)

12 unchanged sentences

(in thousands)

Balance, January 31, 2026 $ 1,741

Balance as of January 31, 2026 $ 1,741

Exit costs incurred and charged to expense

Employee termination benefits paid ( 1,221 )

Balance, April 30, 2026 $ 654

Balance as of July 31, 2026 $ 520

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