SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

TITAN MACHINERY INC.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

TITAN MACHINERY INC.

QUARTERLY REPORT ON FORM 10-Q

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TITAN MACHINERY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share data)


		July 31, 2022		January 31, 2022			July 31, 2023		January 31, 2023

Assets	Assets					Assets
Current Assets	Current Assets					Current Assets
Cash	Cash	$	142,057	$	146,149	Cash	$	52,765	$	43,913
Receivables, net of allowance for expected credit losses	Receivables, net of allowance for expected credit losses	96,369		94,287		Receivables, net of allowance for expected credit losses	119,753		95,844
Inventories, net	Inventories, net	556,383		421,758		Inventories, net	979,427		703,939
Prepaid expenses and other	Prepaid expenses and other	17,736		28,135		Prepaid expenses and other	13,543		25,554

Total current assets	Total current assets	812,545		690,329		Total current assets	1,165,488		869,250
Noncurrent Assets	Noncurrent Assets					Noncurrent Assets
Property and equipment, net of accumulated depreciation	Property and equipment, net of accumulated depreciation	188,964		178,243		Property and equipment, net of accumulated depreciation	252,187		217,782
Operating lease assets	Operating lease assets	51,888		56,150		Operating lease assets	44,241		50,206
Deferred income taxes	Deferred income taxes	2,239		1,328		Deferred income taxes	3,769		1,246
Goodwill	Goodwill	9,535		8,952		Goodwill	31,157		30,622
Intangible assets, net of accumulated amortization	Intangible assets, net of accumulated amortization	11,480		10,624		Intangible assets, net of accumulated amortization	18,354		18,411
Other	Other	1,220		1,041		Other	1,820		1,178
Total noncurrent assets	Total noncurrent assets	265,326		256,338		Total noncurrent assets	351,528		319,445
Total Assets	Total Assets	$	1,077,871	$	946,667	Total Assets	$	1,517,016	$	1,188,695

Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity					Liabilities and Stockholders' Equity
Current Liabilities	Current Liabilities					Current Liabilities
Accounts payable	Accounts payable	$	28,344	$	25,644	Accounts payable	$	41,254	$	40,834
Floorplan payable	Floorplan payable	274,244		135,415		Floorplan payable	595,728		258,372

Current maturities of long-term debt	Current maturities of long-term debt	6,650		5,876		Current maturities of long-term debt	11,174		7,241
Current operating lease liabilities	Current operating lease liabilities	9,465		9,601		Current operating lease liabilities	9,533		9,855
Deferred revenue	Deferred revenue	91,819		134,146		Deferred revenue	63,083		119,845
Accrued expenses and other	Accrued expenses and other	42,856		59,339		Accrued expenses and other	49,360		58,159
Income taxes payable	Income taxes payable	6,289		4,700		Income taxes payable	7,871		3,845
Total current liabilities	Total current liabilities	459,667		374,721		Total current liabilities	778,003		498,151
Long-Term Liabilities	Long-Term Liabilities					Long-Term Liabilities
Long-term debt, less current maturities	Long-term debt, less current maturities	86,500		74,772		Long-term debt, less current maturities	87,052		89,950
Operating lease liabilities	Operating lease liabilities	50,998		55,595		Operating lease liabilities	42,168		48,513
Deferred income taxes	Deferred income taxes	1,991		2,006		Deferred income taxes	9,569		9,563
Other long-term liabilities	Other long-term liabilities	4,438		4,374		Other long-term liabilities	3,543		6,212
Total long-term liabilities	Total long-term liabilities	143,927		136,747		Total long-term liabilities	142,332		154,238
Commitments and Contingencies (Note 15)	Commitments and Contingencies (Note 15)					Commitments and Contingencies (Note 15)
Stockholders' Equity	Stockholders' Equity					Stockholders' Equity
Common stock, par value $.00001 per share, 45,000 shares authorized; 22,695 shares issued and outstanding at July 31, 2022; 22,588 shares issued and outstanding at January 31, 2022		—		—
Common stock, par value $.00001 per share, 45,000,000 shares authorized; 22,863,628 shares issued and outstanding at July 31, 2023; 22,697,761 shares issued and outstanding at January 31, 2023						Common stock, par value $.00001 per share, 45,000,000 shares authorized; 22,863,628 shares issued and outstanding at July 31, 2023; 22,697,761 shares issued and outstanding at January 31, 2023	—		—
Additional paid-in-capital	Additional paid-in-capital	255,188		254,455		Additional paid-in-capital	256,984		256,541
Retained earnings	Retained earnings	225,415		182,916		Retained earnings	343,070		284,784
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(6,326)		(2,172)		Accumulated other comprehensive loss	(3,373)		(5,019)
Total stockholders' equity	Total stockholders' equity	474,277		435,199		Total stockholders' equity	596,681		536,306
Total Liabilities and Stockholders' Equity	Total Liabilities and Stockholders' Equity	$	1,077,871	$	946,667	Total Liabilities and Stockholders' Equity	$	1,517,016	$	1,188,695

See Notes to Condensed Consolidated Financial Statements

TITAN MACHINERY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)


		Three Months Ended July 31,				Six Months Ended July 31,					Three Months Ended July 31,				Six Months Ended July 31,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenue	Revenue									Revenue
Equipment	Equipment	$	375,216	$	272,733	$	731,582	$	548,713	Equipment	$	480,122	$	375,216	$	909,498	$	731,582
Parts	Parts	77,693		65,317		146,255		127,942		Parts	108,510		77,693		205,116		146,255
Service	Service	33,365		29,676		62,887		57,379		Service	42,478		33,365		77,411		62,887
Rental and other	Rental and other	10,269		9,904		16,825		16,300		Rental and other	11,458		10,269		20,174		16,825
Total Revenue	Total Revenue	496,543		377,630		957,549		750,334		Total Revenue	642,568		496,543		1,212,199		957,549
Cost of Revenue	Cost of Revenue									Cost of Revenue
Equipment	Equipment	323,988		240,332		634,222		484,008		Equipment	414,800		323,988		783,062		634,222
Parts	Parts	52,706		46,089		100,015		90,529		Parts	73,086		52,706		138,190		100,015
Service	Service	11,072		9,771		21,832		19,065		Service	14,208		11,072		26,617		21,832
Rental and other	Rental and other	6,078		6,420		10,087		10,737		Rental and other	7,075		6,078		12,351		10,087
Total Cost of Revenue	Total Cost of Revenue	393,844		302,612		766,156		604,339		Total Cost of Revenue	509,169		393,844		960,220		766,156
Gross Profit	Gross Profit	102,699		75,018		191,393		145,995		Gross Profit	133,399		102,699		251,979		191,393
Operating Expenses	Operating Expenses	68,828		57,074		132,980		113,516		Operating Expenses	88,751		68,828		170,066		132,980

Impairment of Intangible and Long-Lived Assets		—		1,498		—		1,498

Income from Operations	Income from Operations	33,871		16,446		58,413		30,981		Income from Operations	44,648		33,871		81,913		58,413
Other Income (Expense)	Other Income (Expense)									Other Income (Expense)
Interest and other income	Interest and other income	873		654		1,365		1,320		Interest and other income	641		873		1,362		1,365
Floorplan interest expense	Floorplan interest expense	(245)		(350)		(499)		(768)		Floorplan interest expense	(2,457)		(245)		(3,729)		(499)
Other interest expense	Other interest expense	(1,349)		(1,118)		(2,545)		(2,222)		Other interest expense	(1,241)		(1,349)		(2,514)		(2,545)
Income Before Income Taxes	Income Before Income Taxes	33,150		15,632		56,734		29,311		Income Before Income Taxes	41,591		33,150		77,032		56,734
Provision for Income Taxes	Provision for Income Taxes	8,191		4,383		14,235		7,515		Provision for Income Taxes	10,270		8,191		18,745		14,235
Net Income	Net Income	$	24,959	$	11,249	$	42,499	$	21,796	Net Income	$	31,321	$	24,959	$	58,287	$	42,499

Earnings per Share:	Earnings per Share:									Earnings per Share:
Basic	Basic	$	1.10	$	0.50	$	1.88	$	0.97	Basic	$	1.38	$	1.10	$	2.56	$	1.88
Diluted	Diluted	$	1.10	$	0.50	$	1.88	$	0.97	Diluted	$	1.38	$	1.10	$	2.56	$	1.88

Weighted Average Common Shares:	Weighted Average Common Shares:									Weighted Average Common Shares:
Basic	Basic	22,387		22,261		22,350		22,209		Basic	22,476		22,387		22,474		22,350
Diluted	Diluted	22,392		22,276		22,357		22,220		Diluted	22,484		22,392		22,480		22,357

See Notes to Condensed Consolidated Financial Statements

TITAN MACHINERY INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


		Three Months Ended July 31,				Six Months Ended July 31,					Three Months Ended July 31,				Six Months Ended July 31,
		2022		2021		2022		2021			2023		2022		2023		2022
Net Income	Net Income	$	24,959	$	11,249	$	42,499	$	21,796	Net Income	$	31,321	$	24,959	$	58,287	$	42,499
Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)									Other Comprehensive Income (Loss)
Foreign currency translation adjustments	Foreign currency translation adjustments	(2,963)		937		(4,153)		(1,441)		Foreign currency translation adjustments	550		(2,963)		1,646		(4,153)
Comprehensive Income	Comprehensive Income	$	21,996	$	12,186	$	38,346	$	20,355	Comprehensive Income	$	31,871	$	21,996	$	59,933	$	38,346

See Notes to Condensed Consolidated Financial Statements

TITAN MACHINERY INC.

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, January 31, 2021 22,553 $ — $ 252,913 $ 116,869 $ 1,499 $ 371,281
Common stock issued on grant of restricted stock and exercise of stock options, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax (33) — (975) — — (975)
Stock-based compensation expense — — 609 — — 609
Net Income — — — 10,547 — 10,547
Other comprehensive loss — — — — (2,379) (2,379)
BALANCE, April 30, 2021 22,520 $ — $ 252,547 $ 127,416 $ (880) $ 379,083
Common stock issued on grant of restricted stock and exercise of stock options, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax 76 — (2) — — (2)
Stock-based compensation expense — — 584 — — 584
Net Income — — — 11,249 — 11,249
Other comprehensive income — — — — 938 938
BALANCE, July 31, 2021 22,596 — 253,129 138,665 58 391,852

See Notes to Condensed Consolidated Financial Statements

TITAN MACHINERY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


		Six Months Ended July 31,					Six Months Ended July 31,
		2022		2021			2023		2022
Operating Activities	Operating Activities					Operating Activities
Net income	Net income	$	42,499	$	21,796	Net income	$	58,287	$	42,499
Adjustments to reconcile net income to net cash provided by operating activities	Adjustments to reconcile net income to net cash provided by operating activities					Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	Depreciation and amortization	10,987		10,602		Depreciation and amortization	14,637		10,987
Impairment		—		1,498

Deferred income taxes	Deferred income taxes	(1,005)		(1,645)		Deferred income taxes	(2,495)		(1,005)
Stock-based compensation expense	Stock-based compensation expense	1,423		1,193		Stock-based compensation expense	1,443		1,423
Noncash interest expense	Noncash interest expense	121		110		Noncash interest expense	129		121

Other, net	Other, net	4,583		5,235		Other, net	3,250		4,583
Changes in assets and liabilities
Receivables, prepaid expenses and other assets		5,444		(12,384)
Changes in assets and liabilities, net of effects of acquisitions						Changes in assets and liabilities, net of effects of acquisitions
Receivables						Receivables	(20,623)		(2,913)
Prepaid expenses and other assets						Prepaid expenses and other assets	7,540		8,357
Inventories	Inventories	(137,708)		(17,166)		Inventories	(263,121)		(137,708)
Manufacturer floorplan payable	Manufacturer floorplan payable	105,415		56,436		Manufacturer floorplan payable	150,906		105,415
Deferred Revenue		(43,530)		(21,063)
Deferred revenue						Deferred revenue	(58,482)		(43,530)
Accounts payable, accrued expenses and other and other long-term liabilities	Accounts payable, accrued expenses and other and other long-term liabilities	(9,182)		(16,051)		Accounts payable, accrued expenses and other and other long-term liabilities	(14,166)		(9,182)

Net Cash Provided by (Used for) Operating Activities		(20,953)		28,561
Net Cash Used for Operating Activities						Net Cash Used for Operating Activities	(122,695)		(20,953)
Investing Activities	Investing Activities					Investing Activities
Rental fleet purchases	Rental fleet purchases	(6,020)		(8,946)		Rental fleet purchases	(2,690)		(6,020)
Property and equipment purchases (excluding rental fleet)	Property and equipment purchases (excluding rental fleet)	(8,487)		(10,888)		Property and equipment purchases (excluding rental fleet)	(25,347)		(8,487)
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	1,628		420		Proceeds from sale of property and equipment	6,029		1,628
Acquisition consideration, net of cash acquired	Acquisition consideration, net of cash acquired	(7,675)		—		Acquisition consideration, net of cash acquired	(27,935)		(7,675)
Other, net	Other, net	(182)		12		Other, net	(795)		(182)
Net Cash Used for Investing Activities	Net Cash Used for Investing Activities	(20,736)		(19,402)		Net Cash Used for Investing Activities	(50,738)		(20,736)
Financing Activities	Financing Activities					Financing Activities
Net change in non-manufacturer floorplan payable	Net change in non-manufacturer floorplan payable	35,716		(22,731)		Net change in non-manufacturer floorplan payable	185,026		35,716

Proceeds from long-term debt borrowings	Proceeds from long-term debt borrowings	8,415		6,451		Proceeds from long-term debt borrowings	6,503		8,415
Principal payments on long-term debt and finance leases	Principal payments on long-term debt and finance leases	(3,879)		(5,117)		Principal payments on long-term debt and finance leases	(8,701)		(3,879)
Payment of debt issuance costs		—		—

Other, net	Other, net	(689)		(976)		Other, net	(1,009)		(689)
Net Cash Provided by (Used for) Financing Activities		39,563		(22,373)
Net Cash Provided by Financing Activities						Net Cash Provided by Financing Activities	181,819		39,563
Effect of Exchange Rate Changes on Cash	Effect of Exchange Rate Changes on Cash	(1,966)		(192)		Effect of Exchange Rate Changes on Cash	466		(1,966)
Net Change in Cash	Net Change in Cash	(4,092)		(13,406)		Net Change in Cash	8,852		(4,092)
Cash at Beginning of Period	Cash at Beginning of Period	146,149		78,990		Cash at Beginning of Period	43,913		146,149
Cash at End of Period	Cash at End of Period	$	142,057	$	65,584	Cash at End of Period	$	52,765	$	142,057
Supplemental Disclosures of Cash Flow Information	Supplemental Disclosures of Cash Flow Information					Supplemental Disclosures of Cash Flow Information
Cash paid during the period	Cash paid during the period					Cash paid during the period
Income taxes, net of refunds	Income taxes, net of refunds	$	11,116	$	17,378	Income taxes, net of refunds	$	15,215	$	11,116
Interest	Interest	$	2,851	$	2,797	Interest	$	5,377	$	2,851
Supplemental Disclosures of Noncash Investing and Financing Activities	Supplemental Disclosures of Noncash Investing and Financing Activities					Supplemental Disclosures of Noncash Investing and Financing Activities
Net property and equipment financed with long-term debt, finance leases, accounts payable and accrued liabilities	Net property and equipment financed with long-term debt, finance leases, accounts payable and accrued liabilities	$	2,667	$	9,014	Net property and equipment financed with long-term debt, finance leases, accounts payable and accrued liabilities	$	5,175	$	2,667
Long-term debt to acquire finance leases		$	6,776	$	7,454
Net transfer of assets from (to) property and equipment to (from) inventories		$	(2,849)	$	1,269

Net transfer of assets to property and equipment from inventories						Net transfer of assets to property and equipment from inventories	$	(1,232)	$	(2,849)

See Notes to Condensed Consolidated Financial Statements

TITAN MACHINERY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES

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. 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. (the “Company”) are subject to fluctuation due to varying weather patterns, 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, ~~2022~~2023 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, ~~2023.~~2024. The information contained in the consolidated balance sheet as of January 31, ~~2022~~2023 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, ~~2022~~2023 as filed with the SEC.

The Company is engaged in the retail sale, service and rental of agricultural and construction machinery through its stores in the United States and Europe. The Company’s North American stores are located in Colorado, Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, South Dakota, Washington, Wisconsin, and Wyoming and its European stores are located in Bulgaria, Germany, Romania, and Ukraine.

~~Russia/Ukraine Geopolitical Conflict~~

In February, 2022, the ongoing Russia/Ukraine conflict significantly intensified, and the sustained conflict and disruption in the region is ongoing. Titan Machinery Ukraine, LLC ("Titan Machinery Ukraine"), the Company's wholly owned Ukrainian subsidiary, has ten locations throughout Ukraine primarily in western and central Ukraine. The conflict has caused disruptions in our Ukrainian operations, with our revenues for the six-months ended July 31, 2022 down 37.7% from the prior year period. These disruptions have not been material to the Company's consolidated financial statements. However, if the conflict intensifies in western and central Ukraine, it could significantly increase the adverse effect on the Company in future periods.

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 Adopted Accounting Guidance

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2022-04, Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This new standard requires that the buyer in a supplier finance program discloses information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption of this ASU is permitted. Entities must apply the amendments of this ASU retrospectively to all periods in which a balance sheet is presented, with the exception of the amendment on disclosure of rollforward information, which entities only need to apply prospectively. On February 1st, 2023 we adopted ASU No. 2022-04 with no impact to our consolidated financial statements.

The Company has agreements with financial institutions to facilitate the purchase of inventory from designated suppliers under certain terms and conditions. Under these agreements, the Company receives extended payment terms and agrees to pay the financial institution a stated amount of confirmed invoices from its designated suppliers. The Company may incur interest in accordance with the terms of the agreements. Additionally, the Company has no involvement in establishing the terms or conditions of the arrangements between its suppliers and the financial institution.

The amounts outstanding under these agreements as of July 31, 2023 and January 31, 2023 were $42.1 million and $13.0 million, respectively, and are presented as Floorplan payable on the Company's condensed consolidated balance sheet.

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,					Three Months Ended July 31,				Six Months Ended July 31,
		2022		2021		2022		2021			2023		2022		2023		2022
		(in thousands, except per share data)									(in thousands, except per share data)
Numerator:	Numerator:									Numerator:
Net income	Net income	$	24,959	$	11,249	$	42,499	$	21,796	Net income	$	31,321	$	24,959	$	58,287	$	42,499
Allocation to participating securities	Allocation to participating securities	(291)		(156)		(502)		(334)		Allocation to participating securities	(400)		(291)		(689)		(502)
Net income attributable to Titan Machinery Inc. common stockholders	Net income attributable to Titan Machinery Inc. common stockholders	$	24,668	$	11,093	$	41,997	$	21,462	Net income attributable to Titan Machinery Inc. common stockholders	$	30,921	$	24,668	$	57,598	$	41,997
Denominator:	Denominator:									Denominator:
Basic weighted-average common shares outstanding	Basic weighted-average common shares outstanding	22,387		22,261		22,350		22,209		Basic weighted-average common shares outstanding	22,476		22,387		22,474		22,350
Plus: incremental shares from vesting of restricted stock units	Plus: incremental shares from vesting of restricted stock units	5		15		7		11		Plus: incremental shares from vesting of restricted stock units	8		5		6		7
Diluted weighted-average common shares outstanding	Diluted weighted-average common shares outstanding	22,392		22,276		22,357		22,220		Diluted weighted-average common shares outstanding	22,484		22,392		22,480		22,357

Earnings Per Share:	Earnings Per Share:									Earnings Per Share:
Basic	Basic	$	1.10	$	0.50	$	1.88	$	0.97	Basic	$	1.38	$	1.10	$	2.56	$	1.88
Diluted	Diluted	$	1.10	$	0.50	$	1.88	$	0.97	Diluted	$	1.38	$	1.10	$	2.56	$	1.88

~~Revenues are~~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, 2022 Six Months Ended July 31, 2022
Agriculture Construction International Total Agriculture Construction International Total
(in thousands) (in thousands)
Equipment $ 270,472 $ 43,184 $ 61,560 $ 375,216 $ 521,565 $ 87,002 $ 123,015 $ 731,582
Parts 52,548 11,816 13,329 77,693 97,054 23,879 25,322 146,255
Service 24,730 6,302 2,333 33,365 46,683 12,125 4,079 62,887
Other 880 500 246 1,626 1,679 803 451 2,933
Revenue from contracts with customers 348,630 61,802 77,468 487,900 666,981 123,809 152,867 943,657
Rental 326 8,220 97 8,643 522 13,177 193 13,892
Total revenues $ 348,956 $ 70,022 $ 77,565 $ 496,543 $ 667,503 $ 136,986 $ 153,060 $ 957,549


	Three Months Ended July 31, 2022								Six Months Ended July 31, 2022
	Agriculture		Construction		International		Total		Agriculture		Construction		International		Total
	(in thousands)								(in thousands)
Equipment	$	270,472	$	43,184	$	61,560	$	375,216	$	521,565	$	87,002	$	123,015	$	731,582
Parts	52,548		11,816		13,329		77,693		97,054		23,879		25,322		146,255
Service	24,730		6,302		2,333		33,365		46,683		12,125		4,079		62,887
Other	880		500		246		1,626		1,679		803		451		2,933
Revenue from contracts with customers	348,630		61,802		77,468		487,900		666,981		123,809		152,867		943,657
Rental	326		8,220		97		8,643		522		13,177		193		13,892
Total revenue	$	348,956	$	70,022	$	77,565	$	496,543	$	667,503	$	136,986	$	153,060	$	957,549

Unbilled Receivables and Deferred Revenue

Unbilled receivables from contracts with customers amounted to ~~$24.4~~$32.1 million and ~~$17.1~~$19.8 million as of July 31, ~~2022~~2023 and January 31, ~~2022,~~2023, 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 ~~$90.7~~$62.0 million and ~~$132.2~~$118.1 million as of July 31, ~~2022~~2023 and January 31, ~~2022,~~2023, respectively. Our deferred revenue most often increases in the fourth quarter of each fiscal year due to a higher level of customer down payments or prepayments and longer time periods between customer payment and delivery of the equipment asset, and the related recognition of equipment revenue, prior to its seasonal use. During the six months ended July 31, ~~2022~~2023 and ~~2021,~~2022, the Company recognized ~~$105.1~~$107.7 million and ~~$50.8~~$105.1 million, respectively, of revenue that was included in the deferred revenue balance as of January 31, ~~2022~~2023 and January 31, ~~2021,~~2022, respectively. No material amount of revenue was recognized during the six months ended July 31, ~~2022~~2023 or ~~2021~~2022 from performance obligations satisfied in previous periods.

The Company has elected as a practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of service of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for parts installed and services performed. The contracts for which the practical expedient has been applied include (i) equipment revenue transactions, which do not have a stated contractual term but are short-term in nature, and (ii) service revenue transactions, which also do not have a stated contractual term but are generally completed within 30 days. For such service contracts, we recognize revenue at the time we perform the work, in the amount for which we have the right to invoice for services completed to date.

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.

Trade 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, 2022 January 31, 2022
(in thousands)
Trade and unbilled receivables from contracts with customers
Trade receivables due from customers $ 37,271 $ 30,041
Unbilled receivables 24,435 17,129
Less allowance for expected credit losses 2,722 1,979
58,984 45,191
Trade receivables due from finance companies 15,096 17,937
Trade and unbilled receivables from rental contracts
Trade receivables 3,832 3,055
Unbilled receivables 1,057 538
Less allowance for expected credit losses 375 469
4,514 3,124
Other receivables
Due from manufacturers 14,556 22,979
Other 3,219 5,056
17,775 28,035
Receivables, net of allowance for expected credit losses $ 96,369 $ 94,287

~~Table of Contents~~


	July 31, 2023		January 31, 2023
	(in thousands)
Trade and unbilled receivables from contracts with customers
Trade receivables due from customers	$	57,220	$	47,298
Unbilled receivables	32,110		19,764
Less allowance for expected credit losses	3,251		3,080
	86,079		63,982

Trade receivables due from finance companies	17,556		11,212

Trade and unbilled receivables from rental contracts
Trade receivables	3,804		3,629
Unbilled receivables	1,076		776
Less allowance for expected credit losses	436		360
	4,444		4,045
Other receivables
Due from manufacturers	10,766		15,007
Other	908		1,598
	11,674		16,605
Receivables, net of allowance for expected credit losses	$	119,753	$	95,844

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


		Agriculture		Construction		International		Total			Agriculture		Construction		International		Total
		(in thousands)									(in thousands)
Balance at January 31, 2022		$	244	$	193	$	1,542	$	1,979
Current expected credit loss provision		79		35		846		960
Balance at January 31, 2023										Balance at January 31, 2023	$	367	$	124	$	2,589	$	3,080
Current expected credit loss (benefit) provision										Current expected credit loss (benefit) provision	(15)		123		244		352
Write-offs charged against allowance	Write-offs charged against allowance	30		97		61		188		Write-offs charged against allowance	143		56		53		252
Credit loss recoveries collected	Credit loss recoveries collected	16		4		—		20		Credit loss recoveries collected	13		1		42		56

Foreign exchange impact	Foreign exchange impact	—		—		(49)		(49)		Foreign exchange impact	—		—		15		15
Balance at July 31, 2022		$	309	$	135	$	2,278	$	2,722
Balance at July 31, 2023										Balance at July 31, 2023	$	222	$	192	$	2,837	$	3,251

The increase in the credit loss provision in the International segment, during the six months ended July 31, 2022, was driven by a $0.7 million bad debt provision placed on the accounts receivables due from customers of Titan Machinery Ukraine, primarily due to the ongoing Russia-Ukraine conflict.

The following table presents impairment losses (recoveries) on receivables arising from sales contracts with customers and receivables arising from rental ~~contracts:~~
Three Months Ended July 31, Six Months Ended July 31,
2022 2021 2022 2021
(in thousands)
Impairment losses (recoveries) on:
Receivables from sales contracts $ 186 $ 222 $ 999 $ 320
Receivables from rental contracts 43 3 32 (30)
$ 229 $ 225 $ 1,031 $ 290

~~NOTE 5 - INVENTORIES~~
July 31, 2022 January 31, 2022
(in thousands)
New equipment $ 325,641 $ 195,775
Used equipment 118,757 128,047
Parts and attachments 109,061 95,890
Work in process 2,924 2,046
$ 556,383 $ 421,758

contracts reflected in Operating Expenses in the Condensed Consolidated Statements of

Operations:


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2022		2023		2022
	(in thousands)
Impairment losses on:
Receivables from sales contracts	$	69	$	186	$	351	$	999
Receivables from rental contracts	71		43		123		32
	$	140	$	229	$	474	$	1,031

NOTE 5 - INVENTORIES


	July 31, 2023		January 31, 2023
	(in thousands)
New equipment	$	598,926	$	369,828
Used equipment	194,730		164,761
Parts and attachments	179,527		164,553
Work in process	6,244		4,797
	$	979,427	$	703,939

NOTE 6 - PROPERTY AND EQUIPMENT


		July 31, 2022		January 31, 2022			July 31, 2023		January 31, 2023
		(in thousands)					(in thousands)
Rental fleet equipment	Rental fleet equipment	$	73,014	$	65,117	Rental fleet equipment	$	77,848	$	75,386
Machinery and equipment	Machinery and equipment	23,769		22,819		Machinery and equipment	31,241		27,220
Vehicles	Vehicles	62,251		58,650		Vehicles	87,816		80,122
Furniture and fixtures	Furniture and fixtures	51,400		50,228		Furniture and fixtures	56,069		53,937
Land, buildings, and leasehold improvements	Land, buildings, and leasehold improvements	129,102		123,323		Land, buildings, and leasehold improvements	169,601		140,773
		339,536		320,137			422,575		377,438
Less accumulated depreciation	Less accumulated depreciation	150,572		141,894		Less accumulated depreciation	170,388		159,656
		$	188,964	$	178,243		$	252,187	$	217,782

The Company includes depreciation expense related to its rental fleet and its trucking fleet, for hauling equipment, in Cost of Revenue, which was ~~$2.0~~$2.2 million and ~~$2.1~~$2.0 million for the three months ended July 31, 2023 and 2022, and ~~2021,~~$3.9 million and $3.5 ~~million and $3.8~~ million for the six months ended July 31, ~~2022~~2023 and ~~2021,~~2022, respectively. All other depreciation expense is included in Operating Expenses, which was ~~$3.6~~$5.2 million and ~~$3.0~~$3.6 million for the three months ended July 31, 2023 and 2022, and ~~2021~~$10.0 million and $7.1 ~~million and $6.0~~ million for the six months ended July 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

The Company reviews its long-lived assets for potential impairment whenever events or circumstances indicate that the carrying value of the long-lived asset (or asset group) may not be recoverable. ~~During~~Due to the ~~three months ended July 31, 2022,~~results of the analyses, the Company ~~identified two such asset groups in the Agriculture segment, and performed an impairment test, and~~ concluded ~~that~~no impairments were necessary, thus no impairment was ~~present, thus the Company did not recognize any impairment~~recognized for the three and six months ended July 31, 2023 and 2022. ~~The Company did recognize impairment~~

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, 2023 and January 31, 2023.


	July 31, 2023						January 31, 2023
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
	(in thousands)						(in thousands)
Customer relationships	$	538	$	(234)	$	304	$	538	$	(180)	$	358
Covenants not to compete	1,133		(333)		800		1,025		(222)		803
	$	1,671	$	(567)	$	1,104	$	1,563	$	(402)	$	1,161

Future amortization expense, as of July 31, 2023, is expected to be as follows:


Fiscal Year Ended January 31,	Amount
	(in thousands)
2024 (remainder)	$	173
2025	325
2026	282
2027	232
2028	92
Thereafter	—
	$	1,104

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, ~~2022:~~2023:
Agriculture Construction Total
(in thousands)
January 31, 2022 $ 10,136 $ 72 $ 10,208
Arising from business combinations 842 — 842
July 31, 2022 $ 10,978 $ 72 $ 11,050


	Agriculture		Construction		Total
	(in thousands)
January 31, 2023	$	17,178	$	72	$	17,250



July 31, 2023	$	17,178	$	72	$	17,250

The following presents changes in the carrying amount of goodwill, by segment, for the six months ended July 31, ~~2022:~~2023:

Agriculture Total
(in thousands)
January 31, 2022 $ 8,952 $ 8,952
Arising from business combinations 583 583
July 31, 2022 $ 9,535 $ 9,535


	Agriculture		International		Total
	(in thousands)
January 31, 2023	$	30,622	$	—	$	30,622
Arising from business combinations	69		471		540
Foreign currency translation	—		(5)		(5)

July 31, 2023	$	30,691	$	466	$	31,157

NOTE 8 - FLOORPLAN PAYABLE/LINES OF CREDIT

As of July 31, ~~2022,~~2023, the Company had floorplan lines of credit totaling ~~$743.0~~$781.0 million, which is primarily comprised of three floorplan lines of credit: (i) a ~~$450.0~~$500.0 million credit facility with CNH Industrial, (ii) a $185.0 million line of credit under the Third Amended and Restated Credit Agreement (the "Bank Syndicate Agreement"), and (iii) a $50.0 million credit facility with DLL Finance LLC. ~~Additionally, the Company amended its CNH Industrial floorplan line of credit as of August 1, 2022, increasing the total available domestic limit to $410 million and overall limit to $500 million.~~

The Company's outstanding balances of floorplan lines of credit as of July 31, ~~2022~~2023 and January 31, ~~2022,~~2023, consisted of the following:


		July 31, 2022		January 31, 2022			July 31, 2023		January 31, 2023
		(in thousands)					(in thousands)
CNH Industrial	CNH Industrial	$	177,983	$	94,054	CNH Industrial	$	318,447	$	177,337
Bank Syndicate Agreement Floorplan Loan	Bank Syndicate Agreement Floorplan Loan	41,000		—		Bank Syndicate Agreement Floorplan Loan	185,000		35,550
DLL Finance	DLL Finance	9,187		8,558		DLL Finance	37,739		9,914
Other outstanding balances with manufacturers and non-manufacturers	Other outstanding balances with manufacturers and non-manufacturers	46,074		32,803		Other outstanding balances with manufacturers and non-manufacturers	54,542		35,571
		$	274,244	$	135,415		$	595,728	$	258,372

~~In anticipation~~As of ~~closing~~July 31, 2023, the ~~Heartland acquisition on August 1, 2022, the Company drew $41.0 million on its Bank Syndicate Floorplan Loan, which had~~interest-bearing U.S. floorplan payables carried a variable interest rate with a range of ~~3.21%~~6.72% to 11.00% compared to a range of 5.94% to 10.25% as of ~~July~~January 31, ~~2022. Generally, all U.S. CNH Industrial and DLL Finance amounts outstanding are non-interest bearing.~~2023. As of July 31, ~~2022,~~2023, foreign floorplan payables carried ~~various~~a variable interest ~~rates primarily ranging from 1.92%~~rate with a range of 5.36% to ~~8.36%~~6.17%, compared to a range of ~~1.40%~~4.16% to ~~6.11%~~4.96% as of January 31, ~~2022.~~2023, on multiple lines of credit. The Company had ~~non-interest bearing~~non-interest-bearing floorplan payables of ~~$210.7~~$360.4 million and ~~$106.8~~$213.0 million, onas of July 31, ~~2022~~2023 and January 31, ~~2022,~~2023, respectively. The Company has a compensating balance arrangement under one of its foreign floorplan credit facilities, which requires a minimum cash deposit to be maintained with the lender in the amount of $5.0 million for the term of the credit facility.

NOTE 9 - LONG TERM DEBT

The following is a summary of long-term debt as of July 31, ~~2022~~2023 and January 31, ~~2022:~~2023:

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 three-month maturities, maturing on the last day of each fiscal quarter. The notional value of outstanding foreign currency contracts as of July 31, 2023 was $5.1 million. There were no outstanding foreign currency contracts as of January 31, 2023.

As of July 31, 2023 and January 31, 2023, 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, 2023 and 2022. Gains and losses are recognized in Interest and other income in the condensed consolidated statements of operations:


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2022		2023		2022
	(in thousands)
Foreign currency contract gain (loss)	$	21	$	—	$	(39)	$	—

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, ~~2022~~2023 and July 31, ~~2021:~~2022:
Foreign Currency Translation Adjustment Net Investment Hedging Gain Total Accumulated Other Comprehensive Income (Loss)
(in thousands)
Balance, January 31, 2022 $ (4,883) $ 2,711 $ (2,172)
Other comprehensive loss (1,191) — (1,191)
Balance, April 30, 2022 (6,074) 2,711 (3,363)
Other comprehensive income (2,963) — (2,963)
Balance, July 31, 2022 $ (9,037) $ 2,711 $ (6,326)


	Foreign Currency Translation Adjustment		Net Investment Hedging Gain		Total Accumulated Other Comprehensive Income (Loss)
	(in thousands)
Balance, January 31, 2023	$	(7,730)	$	2,711	$	(5,019)
Other comprehensive income (loss)	1,096		—		1,096
Balance, April 30, 2023	(6,634)		2,711		(3,923)
Other comprehensive income (loss)	550				550
Balance, July 31, 2023	$	(6,084)	$	2,711	$	(3,373)

Foreign Currency Translation Adjustment Net Investment Hedging Gain Total Accumulated Other Comprehensive Income (Loss)
(in thousands)
Balance, January 31, 2021 $ (1,212) $ 2,711 $ 1,499
Other comprehensive loss (2,379) — (2,379)
Balance, April 30, 2021 (3,591) 2,711 (880)
Other comprehensive income 938 — 938
Balance, July 31, 2021 $ (2,653) $ 2,711 $ 58


	Foreign Currency Translation Adjustment		Net Investment Hedging Gain		Total Accumulated Other Comprehensive Income (Loss)
	(in thousands)
Balance, January 31, 2022	$	(4,883)	$	2,711	$	(2,172)
Other comprehensive income (loss)	(1,191)		—		(1,191)
Balance, April 30, 2022	(6,074)		2,711		(3,363)
Other comprehensive income (loss)	(2,963)		—		(2,963)
Balance, July 31, 2022	$	(9,037)	$	2,711	$	(6,326)

The Company, as lessee, leases certain of its dealership locations, office space, equipment and vehicles under operating and financing classified leasing arrangements. The Company has elected to not record leases with a lease term at commencement of 12 months or less on the consolidated balance sheet; these leases are expensed on a straight-line basis over the lease term. Many real estate lease agreements require the Company to pay the real estate taxes on the properties during the lease term and require that the Company maintain property insurance on each of the leased premises. These payments are deemed to be variable lease payments as the amounts may change during the term of the lease. Certain leases include renewal options that can extend the lease term for periods of one to ten years. Most real estate leases grant the Company a right of first refusal or other options to purchase the real estate, generally at fair market value, either during the lease term or at its conclusion. In most cases, the Company has not included these renewal and purchase options within the measurement of the right-of-use asset and lease liability. Most often, the Company cannot readily determine the interest rate implicit in the lease and thus applies its incremental borrowing rate to capitalize the right-of-use asset and lease liability. The Company estimates its incremental borrowing rate by incorporating considerations of lease term, asset class and lease currency and geographical market. The Company's lease agreements do not contain any material non-lease components, residual value guarantees or material restrictive covenants.

The Company subleases a small number of real estate assets to third-parties, primarily dealership locations for which it has ceased operations. All sublease arrangements are classified as operating leases.

~~The components of lease expense were as follows:~~
Three Months Ended July 31, Six Months Ended July 31,
Classification 2022 2021 2022 2021
(in thousands) (in thousands)
Finance lease cost:
Amortization of leased assets Operating expenses $ 207 $ 243 $ 415 $ 688
Interest on lease liabilities Other interest expense 45 64 88 152
Operating lease cost Operating expenses and rental and other cost of revenue 3,164 3,735 6,638 7,501
Short-term lease cost Operating expenses 44 66 70 132
Variable lease cost Operating expenses 473 639 1,018 1,252
Sublease income Interest and other income (360) (219) (729) (416)
$ 3,573 $ 4,528 $ 7,500 $ 9,309

~~Right-of-use lease assets and lease liabilities consist of the following:~~
Classification July 31, 2022 January 31, 2022
(in thousands)
Assets
Operating lease assets Operating lease assets $ 51,888 $ 56,150
Finance lease assets(a)
Property and equipment, net of accumulated depreciation 2,442 9,045
Total leased assets $ 54,330 $ 65,195
Liabilities
Current
Operating Current operating lease liabilities $ 9,465 $ 9,601
Finance Accrued expenses and other 554 7,466
Noncurrent
Operating Operating lease liabilities 50,998 55,595
Finance Other long-term liabilities 1,880 1,518
Total lease liabilities $ 62,897 $ 74,180
~~(a)Finance lease assets are recorded net of accumulated amortization of $1.8 million as of July 31, 2022 and $1.7 million as of January 31, 2022.~~

~~Maturities of lease liabilities as of July 31, 2022 are as follows:~~
Operating Finance
Leases Leases Total
Fiscal Year Ended January 31, (in thousands)
2023 (remainder) $ 6,440 $ 400 $ 6,840
2024 12,484 607 13,091
2025 11,943 554 12,497
2026 11,552 460 12,012
2027 10,815 431 11,246
2028 9,394 297 9,691
Thereafter 9,839 343 10,182
Total lease payments 72,467 3,092 75,559
Less: Interest 12,005 657 12,662
Present value of lease liabilities $ 60,462 $ 2,435 $ 62,897

~~The weighted-average lease term and discount rate as of July 31, 2022 are as follows:~~


	~~July 31, 2022~~
~~Weighted-average remaining lease term (years):~~
~~Operating leases~~	~~6.3~~
~~Financing leases~~	~~5.2~~
~~Weighted-average discount rate:~~
~~Operating leases~~	~~6.2~~	%
~~Financing leases~~	~~8.2~~	%

The Company rents equipment to customers, primarily in the Construction segment, on a short-term basis. Our rental arrangements generally do not include minimum, noncancellable periods as the lessee is entitled to cancel the arrangement at any time. Most often, our rental arrangements extend for periods ranging from a few days to a few months. We maintain a fleet of dedicated rental assets within our Construction segment and, within all segments, we may also provide short-term rentals of certain equipment inventory assets. Some rental arrangements may include rent-to-purchase options whereby customers are given a period of time to exercise an option to purchase the related equipment at an established price with any rental payments paid applied to reduce the purchase price.

All of the Company's leasing arrangements as lessor are classified as operating leases. Rental revenue is recognized on a straight-line basis over the rental period. Rental revenue includes amounts charged for loss and damage insurance on rented equipment. In most cases, our rental arrangements include non-lease components, including delivery and pick-up services. The Company accounts for these non-lease components separate from the rental arrangement and recognizes the revenue associated with these components when the service is performed. The Company has elected to exclude from rental revenue all sales, value

added and other taxes collected from our customers concurrent with our rental activities. Rental billings most often occur on a monthly basis and may be billed in advance or in arrears, thus creating unbilled rental receivables or deferred rental revenue amounts. The Company manages the residual value risk of its rented assets by (i) monitoring the quality, aging and anticipated retail market value of our rental fleet assets to determine the optimal period to remove an asset from the rental fleet, (ii) maintaining the quality of our assets through on-site parts and service support and (iii) requiring physical damage insurance of our lessee customers. We primarily dispose of our rental assets through the sale of the asset by our retail sales force.

Revenue generated from leasing activities is disclosed, by segment, in Note 3. 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 sheet, of our Construction segment as of July 31, ~~2022~~2023 and January 31, ~~2022:~~2023:


		July 31, 2022		January 31, 2022			July 31, 2023		January 31, 2023
		(in thousands)					(in thousands)
Rental fleet equipment	Rental fleet equipment	$	73,014	$	65,117	Rental fleet equipment	$	77,848	$	75,386
Less accumulated depreciation	Less accumulated depreciation	25,205		23,501		Less accumulated depreciation	28,494		26,959
		$	47,809	$	41,616		$	49,354	$	48,427

NOTE 1213 - FAIR VALUE MEASUREMENTS

~~The Company also valued certain long-lived~~As of July 31, 2023, the fair value of the Company's foreign currency contracts, which are either assets or liabilities measured at fair value on a ~~non-recurring~~recurring basis, ~~as of January 31, 2022 as part of its long-lived asset impairment testing. The estimated fair value of such assets as of January 31, 2022~~was ~~$3.1 million.Fair value was estimated through~~not material. These foreign currency contracts were valued using a discounted cash flow analysis, which is an income approach, ~~incorporating both~~utilizing readily observable ~~and unobservable~~market data as inputs, ~~and are deemed to be~~which is classified as a Level 32 fair value inputs. The most significant unobservable inputs include forecasted net cash generated from the use of the assets and the discount rate applied to such cash flows to arrive at a fair value estimate. In addition, in certain instances, in the prior year, the Company estimated the fair value of long-lived assets to approximate zero as no future cash flows were assumed to be generated from the use of such assets and the expected value to be realized upon disposition was deemed to be nominal.measurement.

The Company also has financial instruments that are not recorded at fair value in the consolidated balance sheets, including cash, receivables, payables and long-term debt. The carrying amounts of these financial instruments approximated their fair values as of July 31, ~~2022~~2023 and January 31, ~~2022. Fair~~2023. 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, 2022 January 31, 2022
(in thousands)
Carrying amount $ 81,324 $ 63,237
Fair value $ 72,516 $ 68,267


	July 31, 2023		January 31, 2023
	(in thousands)
Carrying amount	$	82,977	$	81,349
Fair value	$	72,939	$	70,434

NOTE 1314 - INCOME TAXES

Our effective tax rate was 24.7% ~~and 28.0%~~ for each of the three months ended July 31, 2023 and 2022 and ~~2021, respectively~~was 24.3% and ~~was~~ 25.1% ~~and 25.6%~~ for the six months ended July 31, ~~2022~~2023 and ~~2021,~~2022, respectively. The effective tax rate for the three and six months ended July 31, ~~2022~~2023 and ~~2021~~2022 were subject to various other factors such as the impact of certain discrete items, mainly the vesting of share-based compensation, the mix of domestic and foreign income, and ~~recognition~~the change of a valuation ~~allowance on~~allowances in certain ~~of our~~ foreign ~~deferred tax assets.~~jurisdictions.

NOTE 1415 - BUSINESS COMBINATIONS

On June 1, 2023, the Company acquired certain assets of Midwest Truck Parts Inc., ("Midwest Truck"). The acquired business consists of one location in Dawson, Minnesota. This location is included in the Company's Agriculture segment. The total consideration transferred for the acquired business was $4.0 million paid in cash, which includes the purchase of the real estate.

On May 1, 2023, the Company, through its German subsidiary, Titan Machinery Deutschland GmbH, acquired certain assets of MAREP GmbH ("MAREP") related to its full-service agriculture dealership business located in Mühlengeez and Radelübbe, Germany. Our acquisition of these assets from MAREP further expands our presence in the German market. The total consideration transferred for the acquired business was $4.4 million paid in cash, which includes the real estate of the Mühlengeez location. These locations are included in the Company's international segment.

On February 1, 2023, the Company acquired certain assets of Pioneer Farm Equipment Co., ("Pioneer Farm Equipment"). The acquired business consists of five agriculture equipment stores in American Falls, Blackfoot, Idaho Falls, Rexburg, and Rupert, Idaho. These locations are included in the Company's Agriculture segment. The total consideration transferred for the acquired business was $19.5 million paid in cash, which includes $9.4 million for the purchase of the real estate.

In connection with the acquisition, the Company acquired from CNH Industrial and certain other manufacturers equipment and parts inventory previously owned by Pioneer Farm Equipment Co. Upon acquiring these inventories, the Company was offered floorplan financing by the manufacturer. In total, the Company acquired inventory and recognized a corresponding liability of $12.7 million. The recognition of these inventories and associated financing liabilities are not included as part of the accounting for the business combination.

On August 1, 2022, the Company acquired all outstanding equity interests of three entities, Heartland Agriculture, LLC, Heartland Solutions, LLC, and Heartland Leveraged Lender, LLC, (collectively referred to as "Heartland Companies") for $94.4 million in cash consideration. The Heartland Companies consist of 12 CaseIH commercial application agriculture locations in the states of Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, South Dakota, Washington, and Wisconsin. The Heartland Companies have been a successful CaseIH commercial application dealer group and our acquisition of these entities provides the Company the opportunity for synergies due to the overlap of our footprints, which will allow us to package deals that will include both commercial application equipment as well as other agricultural and construction equipment to commercial customers within our core footprint. These locations are included in the Company's Agriculture segment. In the most recently completed fiscal year prior to the acquisition, the Heartland Companies generated revenue of approximately $214 million. The Company incurred $1.1 million in acquisition-related expenses in connection with this acquisition, which are included in operating expenses in the condensed consolidated statement of operations.

On April 1, 2022, the Company acquired certain assets of Mark's Machinery, Inc. The acquired business consisted of two agricultural equipment stores in Wagner and Yankton, South Dakota. These locations are included in the Company's Agriculture segment. The total cash consideration transferred for the acquired business was $7.7 million.

In connection with the acquisition, the Company acquired from CNH Industrial and certain other manufacturers equipment and parts inventory previously owned by Mark's Machinery, Inc. Upon acquiring ~~such~~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 $3.2 million. The recognition of these inventories and the associated financing liabilities are not included as part of the accounting for the business combination.

On December 1, 2021, the Company acquired certain assets of Jaycox Implement, Inc. The acquired business consisted of three agricultural equipment stores in Worthington and Luverne, Minnesota and Lake Park, Iowa. These locations are included in the Company's Agriculture segment. The total cash consideration transferred for the acquired business was $28.2 million. The Company completed the real estate purchase on December 31, 2021 for a purchase price of $5.5 million, which was partially financed with long-term debt and the remainder was paid in cash.

In connection with the acquisition, the Company acquired from CNH Industrial and certain other manufacturers equipment and parts inventory previously owned by Jaycox Implement, Inc. 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 $5.3 million. The recognition of these inventories and the associated financing liabilities are not included as part of the accounting for the business combination.

Purchase Price Allocation

Each of the above acquisitions ~~has~~have been accounted for under the acquisition method of accounting, which requires the Company to estimate the acquisition date fair value of the assets acquired and liabilities assumed. ~~As of~~The purchase price allocation for all business combinations completed in the six months ended July 31, ~~2022,~~2023 are preliminary as we finalize the valuation of our intangible assets acquired. The purchase price allocations for all business combinations completed in fiscal ~~years~~year 2023 ~~and 2022~~ are ~~preliminary.~~complete. The following table presents the ~~aggregate~~ purchase price allocations for all acquisitions completed during the fiscal year ended January 31, ~~2022~~2023 and the ~~period~~six months ended July 31, ~~2022:~~

July 31, 2022 January 31, 2022
(in thousands)
Assets acquired:
Cash $ 1 $ 4
Receivables 478 1,197
Inventories 3,386 13,780
Prepaid expenses and other 66 47
Property and equipment 4,088 8,236
Intangible assets 917 4,121
Goodwill 583 7,519
9,519 34,904
Liabilities assumed:
Deferred revenue 1,844 1,261
Net assets acquired $ 7,675 $ 33,643
Goodwill recognized by segment:
Agriculture $ 583 $ 7,519
Goodwill expected to be deductible for tax purposes $ 583 $ 7,519
2023:




	July 31, 2023		January 31, 2023
	(in thousands)
Assets acquired:
Cash	$	4	$	1,584
Receivables	885		9,485
Inventories	11,237		106,890
Prepaid expenses and other	—		668
Property and equipment	16,659		24,292
Operating lease assets	148		3,928
Intangible assets	—		8,017
Goodwill	540		21,670
Other	$	110	—
	29,583		176,534

Liabilities assumed:
Accounts payable	—		18,547
Floorplan payable	—		31,699
Current operating lease liabilities	58		541
Deferred revenue	1,499		7,039
Accrued expenses and other	—		3,523
Long-term debt	—		4,591
Operating lease liabilities	91		3,387
Other long-term liabilities	—		5,152

	1,648		74,479
Net assets acquired	$	27,935	$	102,055

Goodwill recognized by segment:
Agriculture	$	69	$	21,670

International	$	471	$	—
Goodwill expected to be deductible for tax purposes	$	540	$	21,670

The recognition of goodwill in the above business combinations arose from the acquisition of an assembled workforce and anticipated synergies expected to be realized. For the ~~Mark's Machinery acquisition~~business combinations completed during the six months ended July 31, 2023, the Company recognized a non-competition intangible asset of $0.1 million ~~and~~in its International segment, which will be amortized over a ~~distribution rights intangible asset of $0.8 million.~~three year period. For the ~~Jaycox acquisition~~business combinations completed during the fiscal year ended January 31, 2023, the Company recognized a non-competition intangible asset of ~~$0.1~~$0.8 million and a ~~distribution rights~~customer relationship intangible asset of ~~$3.9~~$0.2 million. ~~The non-competition assets will be amortized over periods ranging from three to five years.~~ The distribution rights assets are indefinite-lived intangible assets not subject to amortization. The Company estimated the fair value of the intangible assets using a multi-period excess earnings model, which is an income approach. Acquisition related costs for the six month period ended July 31, 2023 amounted to $0.5 million, ~~for the period ended July 31, 2022,~~ primarily related to the ~~Heartland acquisition, and acquisition~~O'Connors, see Subsequent Event Note 18, acquisition. Acquisition related costs amounted to $1.1 million for the ~~period~~fiscal year ended January 31, ~~2022, were not material.~~2023. All ~~acquisition related~~acquisition-related costs have been expensed as incurred and recognized as Operating Expenses in the condensed consolidated statements of operations.

Pro Forma Information

The following summarized unaudited pro forma condensed statement of operations information for the three months ended July 31, 2023 and 2022, assumes that the Heartland Companies acquisition occurred as of February 1, 2021. The Company prepared the following summarized unaudited pro forma financial results for comparative purposes only. The summarized unaudited pro forma information may not be indicative of the results that would have occurred had the Company completed the acquisition as of February 1, 2021 or that will be attained in the future.


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2022		2023		2022
	(in thousands)
Total Revenues	$	642,568	$	561,194	$	1,212,199	$	1,117,622
Net Income	$	31,321	$	27,523	$	58,287	$	51,904

NOTE 1516 - CONTINGENCIES

The Company is engaged in legal proceedings incidental to the normal course of business. Due to their nature, such 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, it is the Company's opinion 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.

NOTE 1617 - SEGMENT INFORMATION

The Company has three reportable segments: Agriculture, Construction and International. 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.

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


		Three Months Ended July 31,				Six Months Ended July 31,					Three Months Ended July 31,				Six Months Ended July 31,
		2022		2021		2022		2021			2023		2022		2023		2022
		(in thousands)				(in thousands)					(in thousands)				(in thousands)
Revenue	Revenue									Revenue
Agriculture	Agriculture	$	348,956	$	219,364	$	667,503	$	448,915	Agriculture	$	469,069	$	348,956	$	892,266	$	667,503
Construction	Construction	70,022		80,943		136,986		149,550		Construction	82,863		70,022		154,860		136,986
International	International	77,565		77,323		153,060		151,869		International	90,636		77,565		165,073		153,060
Total	Total	$	496,543	$	377,630	$	957,549	$	750,334	Total	$	642,568	$	496,543	$	1,212,199	$	957,549

Income (Loss) Before Income Taxes	Income (Loss) Before Income Taxes									Income (Loss) Before Income Taxes
Agriculture	Agriculture	$	24,895	$	12,067	$	41,344	$	23,292	Agriculture	$	33,029	$	24,895	$	57,181	$	41,344
Construction	Construction	3,923		2,815		7,132		2,953		Construction	5,156		3,923		9,689		7,132
International	International	5,870		430		10,195		3,238		International	5,568		5,870		11,952		10,195
Segment income before income taxes	Segment income before income taxes	34,688		15,312		58,671		29,483		Segment income before income taxes	43,753		34,688		78,822		58,671
Shared Resources	Shared Resources	(1,538)		320		(1,937)		(172)		Shared Resources	(2,162)		(1,538)		(1,790)		(1,937)
Total	Total	$	33,150	$	15,632	$	56,734	$	29,311	Total	$	41,591	$	33,150	$	77,032	$	56,734

July 31, 2022 January 31, 2022
(in thousands)
Total Assets
Agriculture $ 559,722 $ 481,190
Construction 196,085 157,846
International 175,921 155,275
Segment assets 931,728 794,311
Shared Resources 146,143 152,356
Total $ 1,077,871 $ 946,667


	July 31, 2023		January 31, 2023
	(in thousands)
Total Assets
Agriculture	$	985,419	$	788,265
Construction	224,478		187,739
International	242,177		170,647
Segment assets	1,452,074		1,146,651
Shared Resources	64,942		42,044
Total	$	1,517,016	$	1,188,695

NOTE 1718 - SUBSEQUENT EVENTS

On ~~July 8, 2022,~~August 29, 2023, the Company entered into a definitive purchase agreement to acquire ~~three entities, Heartland Agriculture, LLC, Heartland Solutions, LLC, and Heartland Leverage Lender, LLC, collectively, the "Heartland Companies"~~J.J. O’Connor & Sons Pty. Ltd. ("O’Connors"), which ~~operate a twelve store~~operates 15 CaseIH ~~commercial application agriculture~~ dealership ~~complex .~~locations and one parts center in the states of New South Wales, South Australia, and Victoria in Southeastern Australia. In its most recently completed fiscal year ended ~~December 31, 2021, Heartland Companies~~June 30, 2023, O’Connors generated revenue of approximately ~~$214~~$258 million. The Company ~~closed~~plans to close on the acquisition ~~on August 1, 2022 with cash~~in the fourth quarter of calendar 2023. The consideration ~~transferred of $94.5 million. The Company primarily used cash on hand for the funding of the~~paid is estimated to be $63 million, subject to final working capital and other purchase price ~~and drew down on the floorplan loan with the Bank Syndicate for the remaining balance.~~

closing adjustments. The acquisition will be accounted for in accordance with Accounting Standards Codification ("ASC") Topic 805, "Business Combinations". As

The Company plans to fund the acquisition ~~was completed subsequent to July 31, 2022,~~with cash on hand and additional indebtedness under the ~~consolidated financials statements do not include the results or the financial position~~floorplan and working capital loans of the ~~Heartland Companies. Because~~Bank Syndicate. On September 1, 2023, the Company ~~has not completed~~entered into Amendment No. 3 to the ~~work of~~Third Amended and Restated Credit Agreement with the ~~purchase price allocation needed under ASC 805,~~Bank Syndicate, the ~~initial accounting for~~amendment increased the ~~business combination was incomplete at~~Floorplan loan capacity from $185 million to $250 million and the time of the issuance of the financial statements, therefore, the Company did not include all of the information regarding the effect of the business combination as permitted by ASC 805-10-50-4 and ASC 805-30-50-3.Revolver loan capacity from $65 million to $75 million.

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, ~~2022.~~2023.

We own and operate a network of full service agricultural and construction equipment stores in the United States and Europe. Based upon information provided to us by CNH Industrial N.V. or its U.S. subsidiary CNH Industrial America, LLC, we are the largest retail dealer of Case IH 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 three reportable segments: Agriculture, Construction and International. 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 onon February ~~2022~~2023 U.S. Department of Agriculture publications, the estimate of net farm income for calendar year ~~2022~~2023 indicated an approximate ~~4.5%~~15.9% decrease as compared to calendar year ~~2021,~~2022, and an approximate ~~25.1%~~15.5% increase in net farm income for calendar year ~~2021~~2022 as compared to calendar year ~~2020.~~2021.

For the second quarter of fiscal ~~2023,~~2024, our net income was ~~$25.0~~$31.3 million, or ~~$1.10~~$1.38 per diluted share, compared to a fiscal ~~2022~~2023 second quarter net income of ~~$11.2~~$25.0 million, or ~~$0.50~~$1.10 per diluted share. Our adjusted diluted earnings per share was $1.10 for the second quarter of fiscal 2023, compared to $0.56 for the second quarter of fiscal 2022. See the Non-GAAP Financial Measures section below for a reconciliation of adjusted diluted earnings per share to diluted earnings per share, the most comparable GAAP financial measure. Significant factors impacting the quarterly comparisons were:

•Revenue in the second quarter of fiscal ~~2023~~2024 increased by ~~31.5%~~29.4% compared to the second quarter of fiscal ~~2022. Total~~2023. The revenue increase was led by additional revenue resulting from the acquisitions of the Heartland Companies and Pioneer Farm Equipment, in August 2022 and February 2023, respectively. In addition, total Company ~~same store~~same-store sales also increased ~~32.1%~~by 12.1% compared to the prior year second ~~quarter. Same store~~quarter (for a description of how we compute same-store sales, ~~increased in each~~see discussion under Results of ~~our three reporting segments.~~Operations),

•Gross profit in the second quarter of fiscal ~~2023~~2024 increased ~~36.9%~~29.9% compared to the second quarter of fiscal ~~2022.~~2023. The increase in gross profit was primarily the result of ~~strong equipment~~increased sales ~~and equipment gross profit margins increasing~~due to ~~13.7% in~~ the ~~second quarter of fiscal 2023 from 11.9% in the second quarter of fiscal 2022.~~

•~~Gross profit was also positively impacted by strong parts sales, increasing by 30.0% from the prior year period,~~aforementioned acquisitions and strong ~~parts gross profit margins, which increased to 32.2% in the second quarter of fiscal 2023 from 29.4% in the second quarter of fiscal 2022.~~same-store sales.

Equipment availability of certain product categories continues to be ~~challenging~~constrained as supply chain disruptions ~~throughout 2021~~ and ~~continuing into 2022, along with increased domestic and global demand for equipment inventory,~~labor shortages have caused many manufacturers to be unable to ~~produce enough equipment to~~ meet demand. ~~Many manufacturers~~Meanwhile, customer demand has remained strong, driven by favorable agriculture fundamentals. This has caused certain product categories to be supplied on an allocation basis with abnormally long lead times. While we continue to experience less than desired shipments of certain product categories, primarily high-horsepower tractors and self-propelled sprayers, there are other product categories for which we have partially built equipment at their factories waiting for certain parts and components in order to finish production and ship the equipment to dealers. The timing as to the receipt of those parts and components may move completion of that equipment and the resulting delivery to the end customer from quarter to quarter or in some cases, year to year, thereby potentially impacting when we arebeen able to receive ~~the~~enough inventory ~~enter into sales transactions with our customers,~~to meet demand and recognize the revenue. These supply chain issues are further complicated by labor shortages including the ongoing strike at the CNH Industrial plants in Racine, Wisconsin and Burlington, Iowa, as well as the recent announcement by CNH Industrial that it will be implementing an equipment allocation methodology to determine production slots starting in late calendar year 2022. All of these factors may limit our ability to match customer demand on certain products in fiscal 2024.also have stock available for sale. We will continue to work with our manufacturers to source ~~future inventory~~the high demand equipment to fulfill as much customer demand as possible.

Russian-Ukrainian Conflict

~~Since~~In February 2022, Russian military forces invaded Ukraine, and although the ~~onset~~length, impact, and outcome of the ~~active~~ongoing conflict in ~~February 2022, most of Titan Machinery Ukraine's customers have been able~~Ukraine is highly unpredictable, this conflict has led, and could continue to ~~continue their work, although at a reduced capacity~~lead, to significant market and ~~schedule. The Company's business systems~~other disruptions, including instability in financial markets, supply chain interruptions, political and social instability, and increases in cyberattacks. We are actively monitoring the situation in Ukraine ~~have continued to function but could be negatively impacted in the future. Some of Titan Machinery Ukraine's back office employees have~~

~~been able to relocate outside of Ukraine~~ and ~~continue to work, while the customer support and sales teams have remained in Ukraine.~~assessing its impact on our business. For the six months ended July 31, ~~2022,~~2023, Titan Machinery Ukraine's revenues are down approximately ~~37.7%~~13.6% from the prior year period.

As of July 31, ~~2022,~~2023, the Company had total assets of ~~$33.1~~$33.5 million in Ukraine. The physical assets (e.g. inventory and fixed assets) are almost exclusively located in central and western areas of the country. Total assets in Ukraine as of January 31, ~~2022,~~2023, was ~~$32.7~~$27.4 million.

~~The situation is highly complex and continues to evolve.~~

If the Company cannot provide efficient and uninterrupted services to its customers, this could worsen the conflict's adverse effect on the Company's operations and business in Ukraine. In addition, the Company's ability to maintain adequate liquidity for our operations in Ukraine is dependent on a number of factors, including Titan Machinery Ukraine's revenue and earnings, which have been and could continue to be significantly impacted by the conflict. Further, any ~~additional military movement back into central and western Ukraine~~major breakdown or closure of utility services, any major threat to civilians in ~~those areas~~our footprint, disruption of commodity exports from Ukraine, or international banking disruption could materially impact the operations and liquidity of Titan Machinery Ukraine.

On August 29, 2023, the Company entered into a definitive purchase agreement to acquire J.J. O’Connor & Sons Pty. Ltd. ("O’Connors"), which operates 15 CaseIH dealership locations and one parts center in the states of New South Wales, South Australia, and Victoria in Southeastern Australia. In its most recently completed fiscal year ended June 30, 2023, O’Connors generated revenue of approximately $258 million. The Company plans to close on the acquisition in the fourth quarter of calendar 2023. The consideration paid is estimated to be $63 million, subject to final working capital and other purchase price closing adjustments. The acquisition will be accounted for in accordance with Accounting Standards Codification ("ASC") Topic 805, "Business Combinations".

The Company plans to fund the acquisition with cash on hand and additional indebtedness under the floorplan and working capital loans of the Bank Syndicate. On September 1, 2023, the Company entered into Amendment No. 3 to the Third Amended and Restated Credit Agreement with the Bank Syndicate, the amendment increased the Floorplan loan capacity from $185 million to $250 million and the Revolver loan capacity from $65 million to $75 million.

On June 1, 2023, the Company acquired certain assets of Midwest Truck. The acquired business consists of one location in Dawson, Minnesota. This location is included in the Company's Agriculture segment. The total consideration transferred for the acquired business was $4.0 million paid in cash which includes the purchase of the real estate.

On May 1, 2023, the Company, through its German Subsidiary, Titan Machinery Deutschland GmbH, acquired certain assets of MAREP related to its full-service agriculture dealership businesses located in Mühlengeez and Radelübbe,Germany. Our acquisition of these assets from MAREP further expands our presence in the German market. The total consideration transferred for the acquired business was $4.4 million paid in cash, which includes the real estate of the Mühlengeez location. These locations are included in the Company's international segment.

On February 1, 2023, the Company acquired certain assets of Pioneer Farm Equipment. The acquired business consists of five agriculture equipment stores in American Falls, Blackfoot, Idaho Falls, Rexburg, and Rupert, Idaho. These locations are included in the Company's Agriculture segment. The total consideration transferred for the acquired business was $19.5 million paid in cash, which includes $9.4 million for the purchase of the real estate.

In connection with the acquisition, the Company acquired from CNH Industrial and certain other manufacturers equipment and parts inventory previously owned by Pioneer Farm Equipment. Upon acquiring these inventories, the Company was offered floorplan financing by the manufacturer. In total, the Company acquired inventory and recognized a corresponding liability of $12.7 million. The recognition of these inventories and associated financing liabilities are not included as part of the accounting for the business combination.

On August 1, 2022, the Company acquired all outstanding equity interests of three entities, Heartland Agriculture, LLC, Heartland Solutions, LLC, and Heartland Leveraged Lender, LLC, (collectively referred to as "Heartland Companies") for ~~$94.5~~$94.4 million in cash consideration. The Heartland Companies consist of twelve CaseIH commercial application agriculture locations, in Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, South Dakota, Washington, and Wisconsin. The Heartland Companies have been a successful CaseIH commercial application dealer group and our acquisition of these entities provides the Company the opportunity for synergies due to the overlap of our footprints, which will allow us to package deals that will include both commercial application equipment as well as other agricultural and construction equipment to commercial customers within our core footprint. The Heartland Companies are included in the Agriculture segment. In the most recent completed fiscal year prior to the acquisition, the Heartland Companies generated revenue of approximately $214 million.

On April 1, 2022, the Company acquired certain assets of Mark's Machinery, Inc. The acquired business consisted of two agricultural equipment stores in Wagner and Yankton, South Dakota. These locations are included in ~~our~~the Company's Agriculture segment. In its most recent fiscal year prior to the acquisition, Mark's Machinery, Inc. generated revenue of approximately $34.0 million. The total cash consideration paid for the acquired business was $7.7 ~~million.~~

On December 1, 2021, the Company acquired certain assets of Jaycox Implement, Inc. The acquired business consisted of three agricultural equipment stores in Worthington and Luverne, Minnesota and Lake Park, Iowa. These locations are included in our Agriculture segment. In its most recent fiscal year, Jaycox Implement, Inc. generated revenue of approximately $91 million. The total cash consideration paid for the acquired business was $33.6 million.

The Company is in the process of converting to a new Enterprise Resource Planning ("ERP") application. The new ERP application is expected to provide data-driven and mobile-enabled sales and support tools to improve employee efficiency and deliver an enhanced customer experience. The Company integrated one pilot store on the new ERP system in the second quarter of fiscal 2021 and also integrated the five stores acquired through the Jaycox Implement and Mark's Machinery acquistions in December 2021 and April 2022, respectively. In June, the Company began thehas implemented a phased roll-out ~~integrating three existing location~~plan to integrate all of its domestic stores to the new ERP. We will continue ~~our~~the phased ~~roll-out to the~~rollout until all remaining domestic locations ~~over~~have been transitioned to the ~~second half of fiscal 2023 and continue into fiscal 2024.~~new ERP.

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, ~~2022.~~2023. There have been no changes in our critical accounting policies and estimates since January 31, ~~2022.~~2023.

Results of Operations

The results presented below include the operating results of any 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.

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. Stores that do not meet the criteria for same-store classification are described as excluded stores throughout this Results of Operations section.

Comparative financial data for each of our four sources of revenue are expressed below.


		Three Months Ended July 31,						Six Months Ended July 31,							Three Months Ended July 31,						Six Months Ended July 31,
		2022			2021			2022			2021				2023			2022			2023			2022
		(dollars in thousands)						(dollars in thousands)							(dollars in thousands)						(dollars in thousands)
Equipment	Equipment													Equipment
Revenue	Revenue	$	375,216		$	272,733		$	731,582		$	548,713		Revenue	$	480,122		$	375,216		$	909,498		$	731,582
Cost of revenue	Cost of revenue	323,988			240,332			634,222			484,008			Cost of revenue	414,800			323,988			783,062			634,222
Gross profit	Gross profit	$	51,228		$	32,401		$	97,360		$	64,705		Gross profit	$	65,322		$	51,228		$	126,436		$	97,360
Gross profit margin	Gross profit margin	13.7		%	11.9		%	13.3		%	11.8		%	Gross profit margin	13.6		%	13.7		%	13.9		%	13.3		%
Parts	Parts													Parts
Revenue	Revenue	$	77,693		$	65,317		$	146,255		$	127,942		Revenue	$	108,510		$	77,693		$	205,116		$	146,255
Cost of revenue	Cost of revenue	52,706			46,089			100,015			90,529			Cost of revenue	73,086			52,706			138,190			100,015
Gross profit	Gross profit	$	24,987		$	19,228		$	46,240		$	37,413		Gross profit	$	35,424		$	24,987		$	66,926		$	46,240
Gross profit margin	Gross profit margin	32.2		%	29.4		%	31.6		%	29.2		%	Gross profit margin	32.6		%	32.2		%	32.6		%	31.6		%
Service	Service													Service
Revenue	Revenue	$	33,365		$	29,676		$	62,887		$	57,379		Revenue	$	42,478		$	33,365		$	77,411		$	62,887
Cost of revenue	Cost of revenue	11,072			9,771			21,832			19,065			Cost of revenue	14,208			11,072			26,617			21,832
Gross profit	Gross profit	$	22,293		$	19,905		$	41,055		$	38,314		Gross profit	$	28,270		$	22,293		$	50,794		$	41,055
Gross profit margin	Gross profit margin	66.8		%	67.1		%	65.3		%	66.8		%	Gross profit margin	66.6		%	66.8		%	65.6		%	65.3		%
Rental and other	Rental and other													Rental and other
Revenue	Revenue	$	10,269		$	9,904		$	16,825		$	16,300		Revenue	$	11,458		$	10,269		$	20,174		$	16,825
Cost of revenue	Cost of revenue	6,078			6,420			10,087			10,737			Cost of revenue	7,075			6,078			12,351			10,087
Gross profit	Gross profit	$	4,191		$	3,484		$	6,738		$	5,563		Gross profit	$	4,383		$	4,191		$	7,823		$	6,738
Gross profit margin	Gross profit margin	40.8		%	35.2		%	40.0		%	34.1		%	Gross profit margin	38.3		%	40.8		%	38.8		%	40.0		%

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,
2022 2021 2022 2021
Revenue
Equipment 75.6 % 72.2 % 76.4 % 73.1 %
Parts 15.6 % 17.3 % 15.3 % 17.1 %
Service 6.7 % 7.9 % 6.6 % 7.6 %
Rental and other 2.1 % 2.6 % 1.7 % 2.2 %
Total Revenue 100.0 % 100.0 % 100.0 % 100.0 %
Total Cost of Revenue 79.3 % 80.1 % 80.0 % 80.5 %
Gross Profit Margin 20.7 % 19.9 % 20.0 % 19.5 %
Operating Expenses 13.9 % 15.1 % 13.9 % 15.1 %
Income from Operations 6.8 % 4.4 % 6.1 % 4.1 %
Other Income (Expense) (0.1) % (0.2) % (0.2) % (0.2) %
Income Before Income Taxes 6.7 % 4.1 % 5.9 % 3.9 %
Provision for Income Taxes 1.6 % 1.2 % 1.5 % 1.0 %
Net Income 5.0 % 3.0 % 4.4 % 2.9 %


	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2022		2023		2022
Revenue
Equipment	74.7	%	75.6	%	75.0	%	76.4	%
Parts	16.9	%	15.6	%	16.9	%	15.3	%
Service	6.6	%	6.7	%	6.4	%	6.6	%
Rental and other	1.8	%	2.1	%	1.7	%	1.7	%
Total Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Total Cost of Revenue	79.2	%	79.3	%	79.2	%	80.0	%
Gross Profit Margin	20.8	%	20.7	%	20.8	%	20.0	%
Operating Expenses	13.8	%	13.9	%	14.0	%	13.9	%


Income from Operations	6.9	%	6.8	%	6.8	%	6.1	%
Other Expense	(0.5)	%	(0.1)	%	(0.4)	%	(0.2)	%
Income Before Income Taxes	6.5	%	6.7	%	6.4	%	5.9	%
Provision for Income Taxes	1.6	%	1.6	%	1.5	%	1.5	%
Net Income	4.9	%	5.0	%	4.8	%	4.4	%

Three Months Ended July 31, ~~2022~~2023 Compared to Three Months Ended July 31, ~~2021~~2022

Consolidated Results

Revenue


		Three Months Ended July 31,				Increase/		Percent			Three Months Ended July 31,				Increase/		Percent
		2022		2021		(Decrease)		Change			2023		2022		(Decrease)		Change
		(dollars in thousands)									(dollars in thousands)
Equipment	Equipment	$	375,216	$	272,733	$	102,483	37.6	%	Equipment	$	480,122	$	375,216	$	104,906	28.0	%
Parts	Parts	77,693		65,317		12,376		18.9	%	Parts	108,510		77,693		30,817		39.7	%
Service	Service	33,365		29,676		3,689		12.4	%	Service	42,478		33,365		9,113		27.3	%
Rental and other	Rental and other	10,269		9,904		365		3.7	%	Rental and other	11,458		10,269		1,189		11.6	%
Total Revenue	Total Revenue	$	496,543	$	377,630	$	118,913	31.5	%	Total Revenue	$	642,568	$	496,543	$	146,025	29.4	%

Total revenue for the second quarter of fiscal 2024 was 29.4% or $146.0 million higher than the second quarter of fiscal 2023 driven primarily by our recent acquisitions of the Heartland Companies and Pioneer Farm Equipment completed in August 2022 and February 2023, respectively, as well as an increase in Company-wide same-store sales of 12.1%. Strong same-store sales were primarily driven by equipment sales, which benefited from improved availability of inventory in certain product categories and the sustained high demand of both agriculture and construction equipment.

Total revenue for the second quarter of fiscal 2023 was 31.5% or $118.9 million higher than the second quarter of fiscal 2022 driven primarily by an increase in Company-wide same-store sales of 32.1% and our acquistions of Jaycox Implement and Mark's Machinery, completed in December 2021 and April 2022, respectively. The same-store sales increase was primarily driven by favorable commodity prices, higher net farm income and increased construction activity in our footprint.


		Three Months Ended July 31,						Increase/			Percent			Three Months Ended July 31,						Increase/			Percent
		2022			2021			(Decrease)			Change			2023			2022			(Decrease)			Change
		(dollars in thousands)												(dollars in thousands)
Gross Profit	Gross Profit												Gross Profit
Equipment	Equipment	$	51,228		$	32,401		$	18,827		58.1	%	Equipment	$	65,322		$	51,228		$	14,094		27.5	%
Parts	Parts	24,987			19,228			5,759			30.0	%	Parts	35,424			24,987			10,437			41.8	%
Service	Service	22,293			19,905			2,388			12.0	%	Service	28,270			22,293			5,977			26.8	%
Rental and other	Rental and other	4,191			3,484			707			20.3	%	Rental and other	4,383			4,191			192			4.6	%
Total Gross Profit	Total Gross Profit	$	102,699		$	75,018		$	27,681		36.9	%	Total Gross Profit	$	133,399		$	102,699		$	30,700		29.9	%
Gross Profit Margin	Gross Profit Margin												Gross Profit Margin
Equipment	Equipment	13.7		%	11.9		%	1.8		%	15.1	%	Equipment	13.6		%	13.7		%	(0.1)		%	(0.7)	%
Parts	Parts	32.2		%	29.4		%	2.8		%	9.5	%	Parts	32.6		%	32.2		%	0.4		%	1.2	%
Service	Service	66.8		%	67.1		%	(0.3)		%	(0.4)	%	Service	66.6		%	66.8		%	(0.2)		%	(0.3)	%
Rental and other	Rental and other	40.8		%	35.2		%	5.6		%	15.9	%	Rental and other	38.3		%	40.8		%	(2.5)		%	(6.1)	%
Total Gross Profit Margin	Total Gross Profit Margin	20.7		%	19.9		%	0.8		%	4.0	%	Total Gross Profit Margin	20.8		%	20.7		%	0.1		%	0.5	%
Gross Profit Mix	Gross Profit Mix												Gross Profit Mix
Equipment	Equipment	49.9		%	43.2		%	6.7		%	15.5	%	Equipment	49.0		%	49.9		%	(0.9)		%	(1.8)	%
Parts	Parts	24.3		%	25.6		%	(1.3)		%	(5.1)	%	Parts	26.6		%	24.3		%	2.3		%	9.5	%
Service	Service	21.7		%	26.5		%	(4.8)		%	(18.1)	%	Service	21.2		%	21.7		%	(0.5)		%	(2.3)	%
Rental and other	Rental and other	4.1		%	4.7		%	(0.6)		%	(12.8)	%	Rental and other	3.2		%	4.1		%	(0.9)		%	(22.0)	%
Total Gross Profit Mix	Total Gross Profit Mix	100.0		%	100.0		%						Total Gross Profit Mix	100.0		%	100.0		%

Gross profit for the second quarter of fiscal ~~2023~~2024 increased ~~36.9%~~29.9% or ~~$27.7~~$30.7 million, as compared to the same period last year. Gross profit margin also improved slightly to ~~20.7%~~20.8% in the current quarter from ~~19.9%~~20.7% in the prior year quarter. The increase in gross profit margin was primarily due to ~~stronger~~a shift to higher margin parts sales relative to equipment ~~margins, which were positively~~sales. Equipment gross profit was impacted in the prior year by ~~a healthy inventory, favorable end market conditions, and~~ a $2.6 million benefit recognized on the expected achievement of annual manufacturer incentive ~~programs. The increase~~programs, which is not included in ~~equipment margins, was partially offset by~~ the ~~gross profit mix shift, to lower margin equipment sales relative to parts, service, and rental sales.~~results for the second quarter of fiscal 2024.

Our Company-wide absorption rate — which is calculated 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 floorplan payables and rental fleet debt — ~~increased~~decreased to ~~90.6%~~88.9% for the second quarter of fiscal ~~2023~~2024 compared to ~~86.2%~~90.6% during the same period last year, ~~as the increase in gross profit from parts, rental fleet, and service~~due to increased floorplan interest expense in the second quarter of fiscal ~~2023 combined with lower floorplan interest expenses more than offset~~2024 compared to the ~~increase in operating expenses during the period.~~same period last year.

Operating Expenses


		Three Months Ended July 31,						Increase/			Percent			Three Months Ended July 31,						Increase/			Percent
		2022			2021			(Decrease)			Change			2023			2022			(Decrease)			Change
		(dollars in thousands)												(dollars in thousands)
Operating Expenses	Operating Expenses	$	68,828		$	57,074		$	11,754		20.6	%	Operating Expenses	$	88,751		$	68,828		$	19,923		28.9	%
Operating Expenses as a Percentage of Revenue	Operating Expenses as a Percentage of Revenue	13.9		%	15.1		%	(1.2)		%	(7.9)	%	Operating Expenses as a Percentage of Revenue	13.8		%	13.9		%	(0.1)		%	(0.7)	%

Our operating expenses in the second quarter of fiscal ~~2023~~2024 increased ~~20.6%~~28.9% as compared to the second quarter of fiscal ~~2022.~~2023. The increase in operating expenses was primarily the result of the additional operating expenses due to acquisitions that have taken place in the past year as well as an increase in variable expenses associated with increased sales. Operating expenses as a percentage of revenue decreased to 13.8% in the second quarter of fiscal 2024 from 13.9% in the second quarter of fiscal ~~2023 from 15.1% in the second quarter of fiscal 2022.~~2023. The decrease in operating expenses as a percentage of revenue was due to the increase in total revenue in the second quarter of fiscal ~~2023,~~2024, as compared to the second quarter of fiscal ~~2022,~~2023, which positively affected our ability to leverage our fixed operating costs.

~~Impairment Charges~~
Three Months Ended July 31, Increase/ Percent
2022 2021 (Decrease) Change
(dollars in thousands)
Impairment of Intangible and Long-Lived Assets — 1,498 (1,498) 100.0 %


	Three Months Ended July 31,				Increase/		Percent
	2023		2022		(Decrease)		Change
	(dollars in thousands)
Interest and other income	$	641	$	873	$	(232)	(26.6)	%
Floorplan interest expense	(2,457)		(245)		2,212		n/m
Other interest expense	(1,241)		(1,349)		(108)		(8.0)	%

~~We did not recognize any impairment charges~~The increase in floorplan interest expense for the second quarter of fiscal ~~2023. In the second quarter of fiscal 2022, we recognized $1.5 million of impairment charges on certain intangible and long-lived assets in our International segment.~~

~~Other Income (Expense)~~
Three Months Ended July 31, Increase/ Percent
2022 2021 (Decrease) Change
(dollars in thousands)
Interest and other income $ 873 $ 654 $ 219 33.5 %
Floorplan interest expense (245) (350) (105) (30.0) %
Other interest expense (1,349) (1,118) 231 20.7 %

~~Interest and other income increased by $0.2 million in the second quarter of fiscal 2023,~~2024 as compared to the second quarter of fiscal 2022, due to increased sublease rental income of facilities that were divested in January 2022. The decrease in floorplan interest expense of 30.0% was due to decreased levels of interest bearing inventory in the International segment. The increase in other interest expense2023 was primarily due to ~~increased fixed rate, long term debt from real estate purchases throughout~~a higher level of interest-bearing inventory in the second quarter of fiscal ~~2022.~~2024.

Provision for Income Taxes
Three Months Ended July 31, Increase/ Percent
2022 2021 (Decrease) Change
(dollars in thousands)
Provision for Income Taxes $ 8,191 $ 4,383 $ 3,808 86.9 %


	Three Months Ended July 31,				Increase/		Percent
	2023		2022		(Decrease)		Change
	(dollars in thousands)
Provision for Income Taxes	$	10,270	$	8,191	$	2,079	25.4	%

Our effective tax rate was 24.7% for each of the three months ended July 31, 2023 and ~~28.0%~~July 31, 2022. The effective tax rates for the three months ended July 31, 2023 and 2022 and July 31, 2021, respectively, and was 25.1% and 25.6% for the six months ended July 31, 2022 and 2021, respectively. The effective tax rate for each of the six months ended July 31, 2022 and 2021 iswere subject to ~~variation due to~~various factors such as the impact of certain discrete items, mainly the vesting of share-based compensation and the mix of domestic and foreign ~~income and recognition of a valuation allowance on certain of our foreign deferred tax assets.~~income.

Certain financial information for our Agriculture, Construction and International 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			Three Months Ended July 31,				Increase/		Percent
		2022		2021		(Decrease)		Change			2023		2022		(Decrease)		Change
		(dollars in thousands)									(dollars in thousands)
Revenue	Revenue									Revenue
Agriculture	Agriculture	$	348,956	$	219,364	$	129,592	59.1	%	Agriculture	$	469,069	$	348,956	$	120,113	34.4	%
Construction	Construction	70,022		80,943		(10,921)		(13.5)	%	Construction	82,863		70,022		12,841		18.3	%
International	International	77,565		77,323		242		0.3	%	International	90,636		77,565		13,071		16.9	%
Total	Total	$	496,543	$	377,630	$	118,913	31.5	%	Total	$	642,568	$	496,543	$	146,025	29.4	%

Income Before Income Taxes	Income Before Income Taxes									Income Before Income Taxes
Agriculture	Agriculture	$	24,895	$	12,067	$	12,828	106.3	%	Agriculture	$	33,029	$	24,895	$	8,134	32.7	%
Construction	Construction	3,923		2,815		1,108		39.4	%	Construction	5,156		3,923		1,233		31.4	%
International	International	5,870		430		5,440		n/m		International	5,568		5,870		(302)		(5.1)	%
Segment Income Before Income Taxes	Segment Income Before Income Taxes	34,688		15,312		19,376		126.5	%	Segment Income Before Income Taxes	43,753		34,688		9,065		26.1	%
Shared Resources	Shared Resources	(1,538)		320		(1,858)		n/m		Shared Resources	(2,162)		(1,538)		(624)		(40.6)	%
Total	Total	$	33,150	$	15,632	$	17,518	112.1	%	Total	$	41,591	$	33,150	$	8,441	25.5	%

Agriculture segment revenue for the second quarter of fiscal ~~2023~~2024 increased ~~59.1%~~34.4% compared to the second quarter of fiscal ~~2022.~~2023. The higher revenue was driven primarily by the recent acquisitions of the Heartland Companies and Pioneer Farm Equipment, completed in August 2022 and February 2023, respectively, as well as an increase in same-store sales in our Agriculture segment of ~~45.7% and our acquistions of Jaycox Implement and Mark's Machinery, completed in December 2021 and April 2022, respectively. The~~10.0%. Strong same-store sales ~~increase was~~were primarily driven by ~~favorable commodity prices~~equipment sales, which benefited from improved inventory availability of inventory in certain product categories and ~~higher net farm income.~~the sustained high demand of equipment.


Delaware						45-0357838
(State or Other Jurisdiction of Incorporation or Organization)						(IRS Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	TITN	The Nasdaq Stock Market LLC


		Page No.
PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2120
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3633
ITEM 4.	CONTROLS AND PROCEDURES	3633
PART II.	OTHER INFORMATION	3734
ITEM 1.	LEGAL PROCEEDINGS	3734
ITEM 1A.	RISK FACTORS	3734
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3734
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	3734
ITEM 4.	MINE SAFETY DISCLOSURES	3734
ITEM 5.	OTHER INFORMATION	3734
ITEM 6.	EXHIBITS	3734
Exhibit Index		3835
Signatures		3936


Description	Description	Maturity Dates	Interest Rates	July 31, 2022		January 31, 2022		Description	Maturity Dates	Interest Rates	July 31, 2023		January 31, 2023
				(in thousands)							(in thousands)
Mortgage loans, secured	Mortgage loans, secured	Various through May 2039	2.1% to 5.1%	$	69,834	$	57,801	Mortgage loans, secured	Various through May 2039	2.1% to 7.3%	$	69,682	$	68,689
Sale-leaseback financing obligations	Sale-leaseback financing obligations	Various through December 2030	3.4% to 10.3%	11,826		12,382		Sale-leaseback financing obligations	Various through December 2030	3.4% to 10.3%	10,658		11,252

Vehicle loans, secured	Vehicle loans, secured	Various through September 2027	2.1% to 4.3%	11,490		10,465		Vehicle loans, secured	Various through May 2029	2.1% to 6.8%	13,295		12,659

Other								Other	Various through July 2039	3.6%	4,591		4,591
Total debt	Total debt			93,150		80,648		Total debt			98,226		97,191
Less: current maturities	Less: current maturities			6,650		5,876		Less: current maturities			11,174		7,241
Long-term debt, net	Long-term debt, net			$	86,500	$	74,772	Long-term debt, net			$	87,052	$	89,950


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	Shares Outstanding	Amount
BALANCE, January 31, 2021	22,553	$	—	$	252,913	$	116,869	$	1,499	$	371,281
Common stock issued on grant of restricted stock and exercise of stock options, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax	(33)	—		(975)		—		—		(975)
Stock-based compensation expense	—	—		609		—		—		609
Net Income	—	—		—		10,547		—		10,547
Other comprehensive loss	—	—		—		—		(2,379)		(2,379)
BALANCE, April 30, 2021	22,520	$	—	$	252,547	$	127,416	$	(880)	$	379,083
Common stock issued on grant of restricted stock and exercise of stock options, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax	76	—		(2)		—		—		(2)
Stock-based compensation expense	—	—		584		—		—		584
Net Income	—	—		—		11,249		—		11,249
Other comprehensive income	—	—		—		—		938		938
BALANCE, July 31, 2021	22,596	—		253,129		138,665		58		391,852


		Three Months Ended July 31, 2021								Six Months Ended July 31, 2021									Three Months Ended July 31, 2023								Six Months Ended July 31, 2023
		Agriculture		Construction		International		Total		Agriculture		Construction		International		Total			Agriculture		Construction		International		Total		Agriculture		Construction		International		Total
		(in thousands)								(in thousands)									(in thousands)								(in thousands)
Equipment	Equipment	$	156,408	$	54,020	$	62,305	$	272,733	$	325,664	$	98,832	$	124,217	$	548,713	Equipment	$	352,533	$	53,697	$	73,892	$	480,122	$	678,193	$	99,155	$	132,150	$	909,498
Parts	Parts	40,742		11,928		12,647		65,317		80,425		24,036		23,481		127,942		Parts	82,246		12,537		13,727		108,510		151,793		26,202		27,121		205,116
Service	Service	21,150		6,585		1,941		29,676		40,904		12,954		3,521		57,379		Service	32,526		7,347		2,605		42,478		58,793		13,683		4,935		77,411
Other	Other	758		490		188		1,436		1,478		855		281		2,614		Other	1,235		588		193		2,016		2,402		948		552		3,902
Revenue from contracts with customers	Revenue from contracts with customers	219,058		73,023		77,081		369,162		448,471		136,677		151,500		736,648		Revenue from contracts with customers	468,540		74,169		90,417		633,126		891,181		139,988		164,758		1,195,927
Rental	Rental	306		7,920		242		8,468		444		12,873		369		13,686		Rental	529		8,694		219		9,442		1,085		14,872		315		16,272
Total revenues		$	219,364	$	80,943	$	77,323	$	377,630	$	448,915	$	149,550	$	151,869	$	750,334
Total revenue																		Total revenue	$	469,069	$	82,863	$	90,636	$	642,568	$	892,266	$	154,860	$	165,073	$	1,212,199


		Three Months Ended July 31,				Six Months Ended July 31,
	Classification	2022		2021		2022		2021
		(in thousands)				(in thousands)
Finance lease cost:
Amortization of leased assets	Operating expenses	$	207	$	243	$	415	$	688
Interest on lease liabilities	Other interest expense	45		64		88		152
Operating lease cost	Operating expenses and rental and other cost of revenue	3,164		3,735		6,638		7,501
Short-term lease cost	Operating expenses	44		66		70		132
Variable lease cost	Operating expenses	473		639		1,018		1,252
Sublease income	Interest and other income	(360)		(219)		(729)		(416)
		$	3,573	$	4,528	$	7,500	$	9,309


	Operating		Finance
	Leases		Leases		Total
Fiscal Year Ended January 31,	(in thousands)
2023 (remainder)	$	6,440	$	400	$	6,840
2024	12,484		607		13,091
2025	11,943		554		12,497
2026	11,552		460		12,012
2027	10,815		431		11,246
2028	9,394		297		9,691
Thereafter	9,839		343		10,182
Total lease payments	72,467		3,092		75,559
Less: Interest	12,005		657		12,662
Present value of lease liabilities	$	60,462	$	2,435	$	62,897


No.						Description

~~2.1~~10.1						Amendment No. 1 to Securities Purchase Agreement, dated as of July 28, 2022, by and among Titan Machinery Inc.; Heartland Agriculture, LLC; Gordon Glade, Jeff Keller, Robert Caldwell and Michael Stopkotte; Michael Anderson, Barb Anderson, David Clare, Scott Reins, Shawn Sterling, The Constance Kent Revocable Trust and Lenco Enterprises, LLC; and Robert Caldwell, solely in his capacity as Seller Representative.

~~2.2~~						~~Amendment No. 1 to Securities Purchase Agreement, dated as of July 29, 2022, by and among~~ ~~Titan Machinery Inc.;~~ ~~Heartland Leverage Lender, LLC; Gordon Glade, Jeff Keller and Robert Caldwell; and Robert Caldwell, solely in his capacity as Seller Representative~~.

~~10.1~~						Amendment, dated August 1, 2022, to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement, dated November 13, 2007, by and between Titan Machinery Inc. and CNH Industrial Capital America LLC

~~10.2~~						~~Agreement to Grant Commercial Application Equipment Distribution Rights, dated as of August 1, 2022, by and between CNH Industrial America LLC and Titan Machinery Inc.~~

~~10.3~~						~~Form of CaseIH Agriculture Equipment Sales and Service Agreement between CNH Industrial America LLC and Titan Machinery Inc.~~

~~10.4~~						~~Revision 1 to the Case IH Agricultural Equipment Sales and Service Agreement between CNH Industrial America LLC and Titan Machinery Inc.~~

~~10.5~~						~~Joinder~~3 to Third Amended and Restated Credit Agreement, dated ~~as of August 31, 2022,~~September 1, 2023, by and among Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC, ~~and~~ Bank of America, N.A.

~~10.6~~						~~Joinder to Third Amended~~, as administrative agent, and ~~Restated Guaranty and Security Agreement, dated as of August 31, 2022, by and among Titan Machinery Inc., Heartland Agriculture, LLC, Heartland Ag Kansas, LLC and Bank of America, N.A.~~the lenders party there to.

31.1						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1						Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2						Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101						Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended July 31, ~~2022,~~2023, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements.

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


Dated:	September ~~8, 2022~~7, 2023
		TITAN MACHINERY INC.


		By	/s/ ~~Mark Kalvoda~~Robert Larsen
			~~Mark Kalvoda~~Robert Larsen
			Chief Financial Officer
			(Principal Financial Officer)