Titan Machinery Inc.

For the period ended Jul 31, 2026. Filed Sep 3, 2026.

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jul 31, 2026 · Filed Sep 3, 2026

TITN$22.14+4.2%Stored close · as of Nov 6, 2026

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Contents

Item 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share data)

	July 31, 2026	January 31, 2026
Assets
Current Assets
Cash	$29,508	$28,164
Receivables, net of allowance for expected credit losses	113,173	127,031
Inventories, net	931,502	903,085
Prepaid expenses and other	26,463	31,700
Total current assets	1,100,646	1,089,980
Noncurrent Assets
Property and equipment, net of accumulated depreciation	360,174	360,983
Operating lease assets	47,664	47,197
Deferred income taxes	988	1,327
Goodwill	67,161	65,583
Intangible assets, net of accumulated amortization	51,322	51,233
Other	593	625
Total noncurrent assets	527,902	526,948
Total Assets	$1,628,548	$1,616,928
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$41,046	$35,156
Floorplan payable	623,567	553,754
Current maturities of long-term debt	25,887	21,410
Current operating lease liabilities	4,029	4,084
Deferred revenue	38,656	82,311
Accrued expenses and other	84,510	75,248
Total current liabilities	817,695	771,963
Long-Term Liabilities
Long-term debt, less current maturities	147,489	158,565
Operating lease liabilities	46,659	46,050
Finance lease liabilities	36,754	42,140
Deferred income taxes	10,957	10,151
Other long-term liabilities	11,174	8,761
Total long-term liabilities	253,033	265,667
Commitments and Contingencies
Stockholders' Equity
Common stock, par value $.00001 per share, 45,000,000 shares authorized; 23,535,950 shares issued and outstanding at July 31, 2026; 23,363,865 shares issued and outstanding at January 31, 2026	—	—
Additional paid-in-capital	268,594	266,905
Retained earnings	284,374	306,140
Accumulated other comprehensive income	4,852	6,253
Total stockholders' equity	557,820	579,298
Total Liabilities and Stockholders' Equity	$1,628,548	$1,616,928

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

	Three Months Ended July 31,		Six Months Ended July 31,
	2026	2025	2026	2025
Revenue
Equipment	$328,499	$376,262	$693,153	$813,102
Parts	106,612	109,222	210,364	214,851
Service	46,442	48,800	90,210	92,817
Rental and other	14,831	12,142	25,038	19,993
Total Revenue	496,384	546,426	1,018,765	1,140,763
Cost of Revenue
Equipment	300,503	351,406	636,660	758,755
Parts	74,287	74,573	146,678	147,653
Service	18,311	17,480	35,608	34,089
Rental and other	10,886	9,321	18,139	15,686
Total Cost of Revenue	403,987	452,780	837,085	956,183
Gross Profit	92,397	93,646	181,680	184,580
Operating Expenses	94,076	92,661	188,459	189,065
Impairment of Intangible and Long-Lived Assets	592	323	1,094	589
(Loss) Income from Operations	(2,271)	662	(7,873)	(5,074)
Other Income (Expense)
Interest and other income (expense)	1,171	2,638	2,473	2,149
Floorplan interest expense	(3,664)	(6,812)	(7,216)	(13,338)
Other interest expense	(4,392)	(4,724)	(9,015)	(9,256)
Loss Before Income Taxes	(9,156)	(8,236)	(21,631)	(25,519)
(Benefit) Provision for Income Taxes	(6)	(2,236)	135	(6,315)
Net Loss	$(9,150)	$(6,000)	$(21,766)	$(19,204)
Loss Per Share:
Basic	$(0.40)	$(0.26)	$(0.95)	$(0.85)
Diluted	$(0.40)	$(0.26)	$(0.95)	$(0.85)
Weighted Average Common Shares:
Basic	22,961	22,764	22,906	22,717
Diluted	22,961	22,764	22,906	22,717

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	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) Income
Foreign currency translation adjustments	(854)	9,511	(1,401)	13,172
Comprehensive (Loss) Income	$(10,004)	$3,511	$(23,167)	$(6,032)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

Common Stock · Additional Paid-In Capital · Retained Earnings · Accumulated Other Comprehensive Income (Loss) · Total Stockholders' Equity
Shares Outstanding · Amount
Balance at January 31, 2026	23,364	$—	$266,905	$306,140	$6,253	$579,298
Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax	(55)	—	(959)	—	—	(959)
Stock-based compensation expense	—	—	1,301	—	—	1,301
Net loss	—	—	—	(12,616)	—	(12,616)
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
Shares Outstanding · Amount
Balance at January 31, 2025	23,125	$—	$262,097	$360,314	$(8,334)	$614,077
Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax	(39)	—	(681)	—	—	(681)
Stock-based compensation expense	—	—	1,591	—	—	1,591
Net loss	—	—	—	(13,204)	—	(13,204)
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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended July 31,
	2026	2025
Operating Activities
Net loss	$(21,766)	$(19,204)
Adjustments to reconcile net loss to net cash (used for) provided by operating activities
Depreciation and amortization	18,487	18,329
Impairment	1,094	589
Deferred income taxes	719	(8,826)
Stock-based compensation expense	2,656	2,990
Noncash interest expense	503	494
Noncash lease expense	2,352	2,583
Other, net	(1,479)	(3,864)
Changes in assets and liabilities, net of effects of acquisitions
Receivables	15,269	(4,199)
Prepaid expenses and other assets	(1,522)	6,304
Inventories	(35,839)	(2,929)
Manufacturer floorplan payable	28,343	100,638
Deferred revenue	(43,934)	(51,417)
Accounts payable, accrued expenses and other and other long-term liabilities	10,054	8,406
Net Cash (Used for) Provided by Operating Activities	(25,063)	49,894
Investing Activities
Property and equipment purchases (excluding rental fleet)	(6,106)	(15,655)
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 Used for Investing Activities	(3,695)	(24,852)
Financing Activities
Net change in non-manufacturer floorplan payable	39,573	(19,633)
Proceeds from long-term debt borrowings	—	1,460
Principal payments on long-term debt and finance leases	(8,172)	(11,077)
Other, net	(968)	(711)
Net Cash Provided by (Used for) Financing Activities	30,433	(29,961)
Effect of Exchange Rate Changes on Cash	(331)	1,696
Net Change in Cash	1,344	(3,223)
Cash at Beginning of Period	28,164	35,898
Cash at End of Period	$29,508	$32,675
Supplemental Disclosures of Cash Flow Information
Cash paid during the period
Income taxes, net of refunds	$(2,599)	$559
Interest	$15,758	$22,023
Supplemental Disclosures of Noncash Investing and Financing Activities
Net change in property and equipment included in long-term debt, leases, accounts payable and accrued liabilities	$503	$(2,341)
Net transfer of assets to property and equipment from inventories	$(10,341)	$336

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 -BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. The quarterly operating results for Titan Machinery Inc. ("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, 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. These Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, as filed with the SEC on March 31, 2026.

Nature of Business

The Company is engaged in the retail sale, service and rental of agricultural and construction machinery through its stores in the United States, Europe, and Australia. The Company’s North American stores are located in Colorado, Idaho, Iowa, Kansas, Minnesota, Nebraska, North Dakota, South Dakota, Wisconsin and Wyoming. Internationally, the Company's European stores are located in Bulgaria, Romania and Ukraine and the Company's Australian stores are located in New South Wales, South Australia, and Victoria in Southeastern Australia.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, particularly related to realization of inventory, impairment of long-lived assets, goodwill, or indefinite lived intangible assets, collectability of receivables, and income taxes.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material accounts, transactions and profits between the consolidated companies have been eliminated in consolidation.

Recently issued accounting pronouncements not yet adopted

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in ASU 2024-03 require public entities to disclose specified information about certain costs and expenses. Additionally, in January 2025, FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to clarify the effective date of ASU 2024-03. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated 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 July 31,		Six Months Ended July 31,
	2026	2025	2026	2025
(in thousands, except per share data)
Numerator:
Net loss	$(9,150)	$(6,000)	$(21,766)	$(19,204)
Allocation to participating securities	—	—	—	—
Net loss attributable to Titan Machinery Inc. common stockholders	$(9,150)	$(6,000)	$(21,766)	$(19,204)
Denominator:
Basic weighted-average common shares outstanding	22,961	22,764	22,906	22,717
Plus: incremental shares from vesting of restricted stock units	—	—	—	—
Diluted weighted-average common shares outstanding	22,961	22,764	22,906	22,717
Loss Per Share:
Basic	$(0.40)	$(0.26)	$(0.95)	$(0.85)
Diluted	$(0.40)	$(0.26)	$(0.95)	$(0.85)
Anti-dilutive shares excluded from diluted weighted-average common shares outstanding:
Restricted stock units	11	15	11	15

NOTE 3 -REVENUE

Revenue is recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to collect in exchange for those goods or services. Sales, value added and other taxes collected from our customers concurrent with our revenue activities are excluded from revenue.

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

	Three Months Ended July 31, 2026
	Agriculture	Construction	Europe	Australia	Total
(in thousands)
Equipment	$203,878	$47,146	$47,617	$29,858	$328,499
Parts	70,674	12,289	15,494	8,155	106,612
Service	33,826	6,855	2,681	3,080	46,442
Other	1,095	509	347	330	2,281
Revenue from contracts with customers	309,473	66,799	66,139	41,423	483,834
Rental	761	11,840	(51)	—	12,550
Total revenue	$310,234	$78,639	$66,088	$41,423	$496,384

	Three Months Ended July 31, 2025
	Agriculture	Construction	Europe	Australia	Total
(in thousands)
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
Other	1,091	424	525	295	2,335
Revenue from contracts with customers	345,120	63,017	97,915	30,567	536,619
Rental	635	8,970	202	—	9,807
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 $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 $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 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

The Company provides an allowance for expected credit losses on its nonrental receivables. To measure the expected credit losses, receivables have been grouped based on shared credit risk characteristics as shown in the table below.

Trade and unbilled receivables from contracts with customers have credit risk and the allowance is determined by applying expected credit loss percentages to aging categories based on historical experience that are updated each quarter. The rates may also be adjusted to the extent future events are expected to differ from historical results. In addition, the allowance is adjusted based on information obtained by continued monitoring of individual customer credit.

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. 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.

	July 31, 2026	January 31, 2026
(in thousands)
Trade and unbilled receivables from contracts with customers
Trade receivables due from customers	$42,112	$55,078
Unbilled receivables	29,246	24,179
Less allowance for expected credit losses	(2,258)	(2,093)
	69,100	77,164
Short-term receivables due from finance companies	11,003	19,227
Trade and unbilled receivables from rental contracts
Trade receivables	5,420	3,987
Unbilled receivables	1,613	928
Less allowance for expected credit losses	(559)	(545)
	6,474	4,370
Other receivables
Due from manufacturers	11,166	24,312
Other	15,430	1,958
	26,596	26,270
Receivables, net of allowance for expected credit losses	$113,173	$127,031

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

	Agriculture	Construction	Europe	Australia	Total
(in thousands)
Balance at January 31, 2026	$515	$199	$1,277	$102	$2,093
Current expected credit loss provision	90	13	413	33	549
Write-offs charged against allowance	(161)	(48)	(163)	(7)	(379)
Credit loss recoveries collected	14	17	—	—	31
Foreign exchange impact	—	—	(39)	3	(36)
Balance at July 31, 2026	$458	$181	$1,488	$131	$2,258

	Agriculture	Construction	Europe	Australia	Total
(in thousands)
Balance at January 31, 2025	$605	$209	$1,132	$48	$1,994
Current expected credit loss provision	86	28	257	70	441
Write-offs charged against allowance	(239)	(71)	—	(28)	(338)
Credit loss recoveries collected	24	8	4	—	36
Foreign exchange impact	—	—	139	5	144
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 July 31,		Six Months Ended July 31,
	2026	2025	2026	2025
(in thousands)
Impairment losses (recoveries) on:
Receivables from sales contracts	$162	$211	$549	$391
Receivables from rental contracts	47	27	17	55
	$209	$238	$566	$446

NOTE 5 -INVENTORIES

	July 31, 2026	January 31, 2026
(in thousands)
New equipment	$551,922	$489,944
Used equipment	194,945	235,217
Parts and attachments	177,179	173,794
Work in process	7,456	4,130
	$931,502	$903,085

NOTE 6 -PROPERTY AND EQUIPMENT

	July 31, 2026	January 31, 2026
(in thousands)
Rental fleet equipment	$77,664	$70,694
Machinery and equipment	39,328	38,542
Vehicles	113,120	115,592
Furniture and fixtures	31,155	30,581
Land, buildings, and leasehold improvements	292,761	289,744
	554,028	545,153
Less accumulated depreciation	(193,854)	(184,170)
	$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 $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

Finite-Lived Intangible Assets

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 July 31, 2026, and January 31, 2026:

	July 31, 2026			January 31, 2026
	Cost	Accumulated Amortization	Net	Cost	Accumulated Amortization	Net
(in thousands) · (in thousands)
Covenants not to compete	$804	$(619)	$185	$805	$(539)	$266
Customer relationships	12,093	(4,905)	7,188	11,738	(3,922)	7,816
	$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 three months ended July 31, 2026, and 2025. 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,

Amount
(in thousands)
2027 (remainder)	$950
2028	1,789
2029	1,702
2030	1,675
2031	1,257
	$7,373

Indefinite-Lived Intangible Assets

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 six months ended July 31, 2026:

	Agriculture	Construction	Australia	Total
(in thousands)
January 31, 2026	$18,154	$72	$24,925	$43,151
Foreign currency translation	—	—	798	798
July 31, 2026	$18,154	$72	$25,723	$43,949

Goodwill

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

	Agriculture	Australia	Total
(in thousands)
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
July 31, 2026	$39,627	$27,534	$67,161

NOTE 8 -FLOORPLAN PAYABLE/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 July 31, 2026 and January 31, 2026, consisted of the following:

	July 31, 2026	January 31, 2026
(in thousands)
CNH	$469,462	$448,942
Bank Syndicate Agreement floorplan loan	58,884	25,545
DLL Finance	30,155	32,280
Other outstanding balances with manufacturers and non-manufacturers	65,066	46,987
	$623,567	$553,754

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 July 31, 2026 and January 31, 2026:

Description	Maturity Dates	Interest Rates	July 31, 2026	January 31, 2026
(in thousands)
Mortgage loans, secured	Various through May 2039	2.3% to 7.5%	$138,531	$142,356
Sale-leaseback financing obligations	December 2028 to December 2030	6.1% to 6.2%	9,434	9,561
Vehicle loans, secured	Various through June 2031	2.1% to 7.6%	22,396	25,290
Other	October 2026 to September 2028	5.8% to 6.7%	3,015	2,768
Total debt			173,376	179,975
Less: current maturities			(25,887)	(21,410)
Long-term debt			$147,489	$158,565

NOTE 10 - DERIVATIVE INSTRUMENTS

The Company holds derivative instruments for the purpose of minimizing exposure to fluctuations in foreign currency exchange rates to which the Company is exposed in the normal course of its operations.

From time to time, the Company uses foreign currency forward contracts to hedge the effects of fluctuations in exchange rates on outstanding intercompany loans. The Company does not formally designate and document such derivative instruments as hedging instruments; however, the instruments are an effective economic hedge of the underlying foreign currency exposure. Both the gain or loss on the derivative instrument and the offsetting gain or loss on the underlying intercompany loan are recognized in earnings immediately, thereby eliminating or reducing the impact of foreign currency exchange rate fluctuations on net income. The Company's foreign currency forward contracts generally have one-month to three-month maturities. 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 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 July 31,		Six Months Ended July 31,
	2026	2025	2026	2025
(in thousands)
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 six month periods ended July 31, 2026 and 2025:

	Foreign Currency Translation Adjustment	Net Investment Hedging Gain	Total Accumulated Other Comprehensive Income (Loss)
(in thousands)
Balance, January 31, 2026	$3,542	$2,711	$6,253
Other comprehensive loss	(547)	—	(547)
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)
(in thousands)
Balance, January 31, 2025	$(11,045)	$2,711	$(8,334)
Other comprehensive income	3,661	—	3,661
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

As Lessor

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 July 31, 2026 and January 31, 2026:

	July 31, 2026	January 31, 2026
(in thousands)
Rental fleet equipment	$77,664	$70,694
Less accumulated depreciation	(25,319)	(25,020)
	$52,345	$45,674

NOTE 13 -FAIR VALUE OF FINANCIAL INSTRUMENTS

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 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:

	July 31, 2026	January 31, 2026
(in thousands)
Carrying amount	$163,942	$170,414
Fair value	$151,354	$157,764

NOTE 14 -INCOME TAXES

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 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

Fiscal 2027

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.

Fiscal 2026

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 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. 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 acquisition of certain Farmers Implement assets.

On October 1, 2025, the Company acquired Bellevue Machinery within its Australia segment. This acquired New Holland agriculture dealership complex consists of two locations in the cities of Swan Hill and Warracknabeal, in the State of Victoria. Immediately upon acquisition, these locations were merged into the locations already owned by the Company in the same cities. 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.

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

The Company is engaged in legal proceedings incidental to the normal course of business. Due to their nature, these legal proceedings involve inherent uncertainties, including but not limited to, court rulings, negotiations between affected parties and governmental intervention. Based upon the information available to the Company and discussions with legal counsel, the Company expects that the outcome of these various legal actions and claims will not have a material impact on its financial position, results of operations or cash flows. These matters, however, are subject to many uncertainties, and the outcome of any matter is not predictable.

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

The Company hasfour reportable segments: Agriculture, Construction, Europe and Australia. Revenue between segments is immaterial. The Company retains various unallocated income/(expense) items and assets at the general corporate level, which the Company refers to as “Shared Resources” in the table below. Shared Resources assets primarily consist of cash and property and equipment.

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

	Revenue
	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
Australia	41,423	30,567	91,688	74,530
Other international countries	66,088	98,117	126,523	191,975
	$496,384	$546,426	$1,018,765	$1,140,763

	Long-lived assets
	July 31, 2026	January 31, 2026
(in thousands)
United States	$365,469	$365,986
Australia	27,819	27,833
Other international countries	15,133	14,965
	$408,421	$408,784

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

(in thousands)
Agriculture · Construction · Europe · Australia · Total
Revenue
Equipment	$203,878	$47,146	$47,617		$29,858	$328,499
Parts	70,674	12,289	15,494		8,155	106,612
Service	33,826	6,855	2,681		3,080	46,442
Rental and other	1,856	12,349	296		330	14,831
	$310,234	$78,639	$66,088		$41,423	$496,384
Cost of Revenue
Equipment	$188,478	$41,231	$42,613		$28,181
Parts	48,263	8,753	11,457		5,814
Service	13,154	2,388	1,538		1,231
Rental and other	1,717	8,671	241		257
Operating expense	57,218	14,682	10,571		8,377
Impairment charge (1)	144	25	423		—
Floorplan interest expense	2,752	1,031	227		316
Other segment expense (income), net (2)	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)				(755)
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.

(in thousands)
Agriculture · Construction · Europe · Australia · Total
Revenue
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)	323	—	—		—
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)				1,004
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.

(in thousands)
Agriculture · Construction · Europe · Australia · Total
Revenue
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)	144	25	925		—
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)
Shared Resources unallocated expense				(4,470)
Loss before taxes				$(21,631)
Depreciation and amortization	$8,341	$5,199	$1,698		$1,886
Capital expenditures	$4,491	$233	$1,035		$488	$6,247
Shared Resources capital expenditures (3)				(141)
Total Capital expenditures				$6,106
(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.

(in thousands)
Agriculture · Construction · Europe · Australia · Total
Revenue
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)	589	—	—		—
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)				4,913
Total Capital expenditures				$15,655
(1) Impairment charge related to long-lived assets.
(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.

	Total Assets
	July 31, 2026	January 31, 2026
(in thousands)
Agriculture	$877,098	$916,988
Construction	267,842	229,079
Europe	208,493	214,823
Australia	231,935	227,659
Shared Resources assets (1)	$43,180	$28,379
	$1,628,548	$1,616,928
(1) Agriculture and Construction cash balances are held at Shared Resources.

NOTE 18 - GERMANY LIQUIDATION AND REALIGNMENT COSTS

In November 2025, to better align the Company's cost structure and business in certain markets, the Company signed definitive agreements to divest its CNH distribution rights in Germany through two separate asset sale transactions with the existing New Holland dealers in the region. These transactions support CNH’s dual-brand strategy and align with the Company’s ongoing focus to enhance returns on invested capital.

A reconciliation of the beginning and ending exit cost liability balance, which is included in Accrued expenses and other in the Condensed Consolidated Balance Sheets, is as follows:

	Amount
(in thousands)
Balance as of January 31, 2026	$1,741
Exit costs incurred and charged to expense
Employee termination benefits paid	(1,221)
Balance as of July 31, 2026	$520

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