MANAGEMENT HYPES GUIDANCE, Stock SkyRockets, Insiders Sell, Months Later Miss Guidance by a Miles (click here)
ClearCase of Insider Selling before News was made Public. (Click here)
click: Related Party Transactions Appear to Be Slippery
A co founder of the company who sits on the board is also the underwriter of the public company and receives fees. Adam Smith Investments is an outside entity controlled by this Director and Adam Smith files with SEC as a Promotor.
Compare Holdings from DEF14 Proxy for Tony Christianson in Spring of 2017 vs Spring of 2018.
ACCORDING TO THIS SEC FORM D FILING
Adam Smith re Cherry Tree relationship Adam Smith Fund. According to this SEC Filing Adam Smith is disclosed as a a "PROMOTER"
Company also has a history of Directors leaving. Six of Eight Directors left within a 2 year period.
RELATED PARTY TRANSACTIONS
TITAN's MANAGEMENT OUTSIDE ENTITY BUYS PROPERTY FOR $1.00.
12 acres of commercial land for $1.00.
Dealer Sites LLC is the property ownership company for Titan Machinery, which acquired the property from the city for $1 and will lease it to its operating company, Titan.
link to article:
TITAN SELLS PROPERTY TO DEALER SITES (but there is no SEC disclosure)
Check out this article i found, it is from July 2011. (2 days before the 2nd quarter ended).
I can't find any disclosure of this transaction in any SEC filing though.
*****What's most strange about this transaction is that TITAN purchased the Property in May and then turned around and sold it to Dealer Sites two months later for a profit. While all this real estate is trading hands, The Chairman appears on Jim Cramer's Mad Money hyping the stock and then the Chairman and CEO combined to UNLOAD $14million worth of stock. What a Quarter these guys had. (Q2 ending July 31,2011).
*****What's most strange about this transaction is that TITAN purchased the Property in May and then turned around and sold it to Dealer Sites two months later for a profit. While all this real estate is trading hands, The Chairman appears on Jim Cramer's Mad Money hyping the stock and then the Chairman and CEO combined to UNLOAD $14million worth of stock. What a Quarter these guys had. (Q2 ending July 31,2011).
This is really too close for comfort IMO, considering Dealer Sites LLC is an entity owned in part by TITN top 2 executives. Years ago Dealer Sites was disclosed in TITN SEC documents as being owned by not only top 2 execs of TITN , but also other family relationships as well. In Recent disclosure the wording has changed to only say top 2 execs only have a minority interest and/or less than 10% interest in other disclosure.
6340 E. County Road 101, Shakopee
Price: $2,476,734 Filing date: 7/28/2011
*****Seller: Titan Machinery Inc.***** Buyer: Dealer Sites LLC
Property ID: 271030010
6340 E. County Road 101, Shakopee
Price: $2,450,000 Filing date: 5/31/2011
******Seller: St. Joseph's Equipment Inc. ********Buyer: Titan Machinery Inc.
Property ID: 271030010
6340 E. County Road 101, Shakopee
Price: $2,450,000 Filing date: 5/31/2011
******Seller: St. Joseph's Equipment Inc. ********Buyer: Titan Machinery Inc.
Property ID: 271030010
The purchase of the property from St Joseph's is in the SEC 2Q FY2011 10Q , but the sale to Dealer Sites LLC is not disclosed.
"On May 31, 2011, the Company acquired certain assets of St. Joseph Equipment Inc. The acquired entity consisted of four construction equipment locations in Shakopee, Hermantown and Elk River, Minnesota, and La Crosse, Wisconsin. The acquisition establishes the Company’s first construction equipment store in Wisconsin and allows the Company to have the exclusive Case Construction contract for the entire state of Minnesota and 11 counties in western Wisconsin. The acquisition-date fair value of the total consideration transferred for the dealerships was $17.0 million."
Titan Machinery (NASDAQ: TITN $21.78) filed a Schedule 14A (Definitive
proxy statement) last night with the Securities & Exchange Commission.
·
Certain Transactions
Described
below are transactions and series of similar transactions that have occurred
during fiscal 2013 to which we were a party or are a party in which:
•
the
amounts involved exceeded or will exceed $120,000; and
•
a
director, executive officer, beneficial owner of more than five percent of any
class of our voting securities or any member of their immediate family had or
will have a direct or indirect material interest.
As
of January 31, 2013, we leased real estate for 48 of our 120 stores from
Dealer Sites, LLC, ("Dealer Sites") an entity in which a minority
position was owned by an entity affiliated with David Meyer, our Chairman and
Chief Executive Officer, an entity affiliated with Tony Christianson, one of
our directors, and Peter Christianson, our President and Chief Operating
Officer, and certain of their immediate family members (collectively the
"Related Persons"). The collective equity ownership of the Related
Persons in Dealer Sites was approximately 30% during the first 11 months
of fiscal 2013. Effective December 31, 2012, the collective ownership of
the Related Persons was reduced to approximately 9%, due to a purchase and sale
of equity interests between certain of the Related Persons and other
unaffiliated owners of Dealer Sites. The Company also entered into
sale-leaseback agreements with Dealer Sites from which the Company received
$1.3 million for the year ended January 31, 2013.
We
also lease one dealership site from C.I. Farm Power Inc., an entity owned
by Mr. Peter Christianson.
The
table below states for fiscal 2013 through the end of the respective lease
terms, the aggregate amount of all periodic minimum lease payments or
installments made or due, including any required or optional payments due at
the conclusion of the respective leases, are as follows:
Lessor
|
Period
|
Aggregate
Payments Made or Due |
||||
Dealer Sites, LLC
|
Fiscal 2013
|
$
|
6,899,000
|
|||
Fiscal 2014, through
January 2028 |
$ |
103,047,000 |
||||
C.I. Farm
Power, Inc.
|
Fiscal 2013
|
$ |
144,000 |
|||
Fiscal 2014, through
July 2013 |
$ |
72,000 |
||||
We
believe the terms of the leases to be commercially reasonable, and are not any
less favorable to us than could be obtained in an arm's length transaction with
an unrelated party.
During
fiscal 2013, Ted Christianson served as our Vice President, Finance and
Treasurer and received total cash compensation of approximately $333,000 and a
restricted stock award of 1,012 shares of our common stock, with a
grant-date fair value of $29,986. Ted Christianson is the brother of Peter
Christianson, our President and Chief Operating Officer, and of Tony
Christianson, a member of our Board of Directors.
35
During
fiscal 2013, Sam Christianson, the son of Peter Christianson, was an employee
of the Company and received total cash compensation of approximately $190,000
pursuant to a standard commission-based plan of compensation that is subject to
annual variation.
Both
of the above identified employees participated in employee benefits plans and
programs available to our other full time employees.
C.I. Construction,
LLC, ("CI") performs construction management services for certain of
the Company's new
store construction projects, shop additions, and existing
facilities remodel projects. CI is owned by Rob Thompson, who is the
brother-in-law of Tony Christianson, a member of our Board of Directors, and
Peter Christianson, a member of our Board of Directors and our President and
Chief Operating Officer. CI is responsible for developing
designs/specifications, drawings, bid packages, advising on the selection of suppliers
and contractors, and overseeing the construction process. CI is also an
authorized reseller of certain building materials that the Company generally
incorporates into its new construction and certain remodeling projects.
CI
receives a fee equal to 4.5% of the construction costs, excluding expenditures
for certain fixtures and fixed assets that the Company originates. CI is also
reimbursed for the labor costs of CI's site supervisors and on-site staff, and
utilities, equipment rental, travel, and other direct costs incurred by CI in
performing the services. CI also receives payment as a reseller of certain
building materials used in its construction projects.
During
fiscal 2013, CI received an aggregate amount of $6.7 million in direct or
indirect payments from the Company for the above construction-related services
and product resales, as well as reimbursement for other construction-related
costs. We do not believe the terms of any of the transactions and agreements
described above are any less favorable to us than could be obtained in an arm's
length transaction with an unrelated party.
During
fiscal 2013, Cherry Tree Companies, LLC, an entity controlled by Tony
Christianson, a member of our Board of Directors, received aggregate
compensation of $173,000, consisting of a one-time payment of $113,000 pursuant
to compensation paid to the underwriters in our April 2012 convertible note
offering and a $5,000 per month payment for consulting services rendered to the
Company. We do not believe the terms of our consulting or underwriter
compensation arrangements with Cherry Tree Companies, LLC were any less
favorable to us than could be obtained in an arm's length transaction with an
unrelated party.
*******If you look below at
the April 2012 DEF Proxy Disclosure and compare it to the 2013 proxy disclosure
above, you'll notice that TITN entered into an additional $50million worth of
lease contracts (bringing total to over $100million) with the entity Dealer
Sites LLC which is an entity that is owned in part to the top 2 Execs at TITN.
What really raises an even bigger Red Flag is that TITN only increased
locations owned by Dealer Sites by 2, 46 to 48 locations, but added over $50
million in leases agreements! there was no disclosure of the additional lease arrangements in
the 10K filed less than 3 weeks ago. did all these lease agreements get done
over the last 3 weeks?
A close look at C&I
Farm Power lease looks fuzzy too. The dates (time frames) don't add up and the
payment has been reduced from (changed) to $216,000 (below '12) down to $72,000
(above '13). Was $144,000 paid to C&I?
2012 DEF14 Proxy
Statement
o
The table below states for fiscal 2012 through the end of
the respective lease terms, the aggregate amount of all periodic payments or
installments made or due, including any required or optional payments due at
the conclusion of the respective leases, are as follows:
Lessor
|
Period
|
Aggregate
Payments Made or Due |
||||
Dealer Sites, LLC
|
Fiscal 2012
|
$
|
6,196,986
|
|||
Fiscal 2013, through
January 2027 |
$
|
51,424,827
|
||||
C.I. Farm
Power, Inc.
|
Fiscal 2012
|
$ |
144,000 |
|||
Fiscal 2013, through
July 2013 |
$
|
216,000
|
||||
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