titn-20250430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File No. 001-33866

TITAN MACHINERY INC.

(Exact name of registrant as specified in its charter)


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

644 East Beaton Drive

West Fargo, ND 58078-2648

(Address of Principal Executive Offices)

Registrant’s telephone number (701) 356-0130

Securities registered pursuant to Section 12(b) of the Act:


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

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 ☒

As of June 2, 2025, 23,084,569 shares of Common Stock, $0.00001 par value, of the registrant were outstanding.

Table of Contents

TITAN MACHINERY INC.

QUARTERLY REPORT ON FORM 10-Q

Table of Contents


		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 (Loss)	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	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
ITEM 4.	CONTROLS AND PROCEDURES	27
PART II.	OTHER INFORMATION	28
ITEM 1.	LEGAL PROCEEDINGS	28
ITEM 1A.	RISK FACTORS	28
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	28
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	28
ITEM 4.	MINE SAFETY DISCLOSURES	28
ITEM 5.	OTHER INFORMATION	28
ITEM 6.	EXHIBITS	28
Exhibit Index		29
Signatures		30

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TITAN MACHINERY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share data)


	April 30, 2025		January 31, 2025

Assets
Current Assets
Cash	$	21,514	$	35,898
Receivables, net of allowance for expected credit losses	124,007		119,814
Inventories, net	1,099,394		1,108,672
Prepaid expenses and other	27,903		28,244


Total current assets	1,272,818		1,292,628
Noncurrent Assets
Property and equipment, net of accumulated depreciation	376,917		379,690
Operating lease assets	29,222		27,935
Deferred income taxes	7,664		2,552
Goodwill	61,608		61,246
Intangible assets, net of accumulated amortization	48,300		48,306
Other	1,158		1,581
Total noncurrent assets	524,869		521,310
Total Assets	$	1,797,687	$	1,813,938

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$	49,268	$	37,166
Floorplan payable	769,613		755,698

Current maturities of long-term debt	11,354		10,920
Current operating lease liabilities	5,879		5,747
Deferred revenue	57,829		91,933
Accrued expenses and other	61,975		59,492

Total current liabilities	955,918		960,956
Long-Term Liabilities
Long-term debt, less current maturities	153,900		157,767
Operating lease liabilities	26,586		25,588
Finance lease liabilities	44,279		44,894
Deferred income taxes	8,959		8,818
Other long-term liabilities	2,601		1,838
Total long-term liabilities	236,325		238,905
Commitments and Contingencies
Stockholders' Equity
Common stock, par value $.00001 per share, 45,000,000 shares authorized; 23,085,586 shares issued and outstanding at April 30, 2025; 23,124,768 shares issued and outstanding at January 31, 2025	—		—
Additional paid-in-capital	263,007		262,097
Retained earnings	347,110		360,314
Accumulated other comprehensive income	(4,673)		(8,334)
Total stockholders' equity	605,444		614,077
Total Liabilities and Stockholders' Equity	$	1,797,687	$	1,813,938

See Notes to Condensed Consolidated Financial Statements

Table of Contents

TITAN MACHINERY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)


	Three Months Ended April 30,
	2025		2024
Revenue
Equipment	$	436,840	$	468,089
Parts	105,629		108,226
Service	44,017		45,079
Rental and other	7,850		7,309
Total Revenue	594,336		628,703
Cost of Revenue
Equipment	407,349		412,239
Parts	73,080		73,151
Service	16,609		16,776
Rental and other	6,363		4,782
Total Cost of Revenue	503,401		506,948
Gross Profit	90,935		121,755
Operating Expenses	96,404		99,158

Impairment of Intangible and Long-Lived Assets	266		—

(Loss) Income from Operations	(5,735)		22,597
Other Income (Expense)
Interest and other (expense) income	(488)		(288)
Floorplan interest expense	(6,526)		(7,064)
Other interest expense	(4,533)		(2,459)
(Loss) Income Before Income Taxes	(17,282)		12,786
(Benefit) Provision for Income Taxes	(4,078)		3,345
Net (Loss) Income	$	(13,204)	$	9,441

(Loss) Earnings per Share:
Basic	$	(0.58)	$	0.41
Diluted	$	(0.58)	$	0.41

Weighted Average Common Shares:
Basic	22,669		22,542
Diluted	22,669		22,546

See Notes to Condensed Consolidated Financial Statements

Table of Contents

TITAN MACHINERY INC.

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

(in thousands)


	Three Months Ended April 30,
	2025		2024
Net (Loss) Income	$	(13,204)	$	9,441
Other Comprehensive (Loss) Income
Foreign currency translation adjustments	3,661		(4,525)
Comprehensive (Loss) Income	$	(9,543)	$	4,916

See Notes to Condensed Consolidated Financial Statements

Table of Contents

TITAN MACHINERY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

(in thousands)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	Shares Outstanding	Amount
Balance at January 31, 2025	23,125	$	—	$	262,097	$	360,314	$	(8,334)	$	614,077
Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax	(39)	—		(681)		—		—		(681)
Stock-based compensation expense	—	—		1,591		—		—		1,591
Net loss	—	—		—		(13,204)		—		(13,204)
Other comprehensive income	—	—		—		—		3,661		3,661
Balance at April 30, 2025	23,086	$	—	$	263,007	$	347,110	$	(4,673)	$	605,444


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	Shares Outstanding	Amount
Balance at January 31, 2024	22,848	$	—	$	258,657	$	397,225	$	1,760	$	657,642
Common stock issued on grant of restricted stock, net of restricted stock forfeitures and restricted stock withheld for employee withholding tax	(30)	—		(794)		—		—		(794)
Stock-based compensation expense	—	—		837		—		—		837
Net income	—	—