Titan Machinery Closed Week @ $11.42, Where is it Headed Next?

My opinion for the stock is that it heads down below the $5 range. 

The underlying business is shrinking dramatically. IN FY2013 they earned $42 million in net income and FY2015 they reported a loss of $31.5 million.

For the 1st 6 most of FY2016 they have loss ($0.29) , over $ 6 million loss.
Their credit lines were reduced by over $100 million and the covenants of their $150 million Indenture with Wells Fargo has had 6 amendment, the last being made earlier this year "After the company" was non compliant with the terms of the note.

The company faces tighter restrictions on the $WFC note and may be in jeopardy of violating the net income covenant for FY2016 Q3 when they report in December.

Aside from the weak fundamentals crippling the stock , the management has some very suspicious dealings.
Management entered into a long term $100 million contract with an outside entity that Management has an equity interest in. 

A year ago the company filed a 10Q and inflated their assets and understated losses and never deemed it necessary to re file that 10Q.
(by over 50%)

In May of this year the company filed a DEF 14A disclosing that the Founder would continue as President and asked the shareholders for the president to vote their shares via a proxy. After the DEF 14A filing, 4 days later, the founder resigned as President. No DEF 14A was re filed.

Of the 8 directors of the company in May 2015 , 3 have now resigned, including the CEO of CONN who resigned a week ago , effective immediately.

There has been suspicious trading in the stock, specifically around the resignation of the company's original auditor resigned over the 4th of July weekend in 2013.

The company has also had some personal selling (insider selling) after some hyped guidance that pumped up the stock price significantly up at the $29 level. (including an appearance on Jim Cramer's Mad Money.)

In June 2014, after the company reported FY2015Q2 , gave guidance that for the FY2015 ending in less than 6 months, that they would earn close to $1.00 a share in net income for the year ending Jan. 31,2015. Well less than 6 months later they reported a LOSS ($1.51) eps. A huge miss, 

The company is not a growth company any longer and is not profitable any more and should not be trading with a fwd PE 160.

CoFounder Resigns as President Without Any Replacement In Sight

5 Analysts Participate in Questions and Answer Session Of Conference Call

Yesterday TITAN MACHINERY issued a press release with FY2016 Q1 financials followed by the company's conference call.

Analyst at Feltl Doesn't Participate in Conference Call Q & A but Upgrades Stock Immediately

Local Minnesota Analyst Feltl and Company (Brent R. Rystrom, Director of Research) upgraded Titan Machinery shares with a $20.50 price target without knowing who the new president of the Company will be. The company still has not even filed a 10Q yet.
Felti Upgraded shares and gives a price target that is 46% higher from current levels. (According to Felti company's current market cap under $300 million will grow to over $400 million).
Felti says company will go from a ($1.51) loss in FY2015 to a profit of $0.36 for FY2016, but they don't know who the new president will be that will create this dramatic turnaround?????
Feltl and Company makes a market in the securities of Titan Machinery

•  September 10,2012 Feltl’s Rystrom lowered his investment rating on the stock to “buy” from “strong buy” and chopped his price target to $27.75 from $41.44.
• Shares had since declined to a 3 year low under $11

A cofounder of Titan Machinery that sits on the Board of Directors who is also the brother of current president is the chairman of the underwriting firm for Titan that is located in Minnesota called Cherry Tree Investments. This same director was once disclosed as owner of the outside entity of Dealer Sites LLC who recently increased  lease agreements with TITAN from $50 million to over $100 million.

TITAN MACHINERY (NASDAQ: TITN) is one bizarre stock!

TITAN MACHINERY COFOUNDER, Peter Christenson, announced on May 11,2015 that as of June 4,2015  he will no longer be president of the company.

On May 7,2015 Titan Machinery filed a (proxy) DEF 14A with the Securities and Exchange Commission stating that Peter Christianson would be president of the company.

WHAT HAPPEN over a 4 Day period that the CO FOUNDER of the Company changed his mind?

Why would the President of the company resign as president without there being a replacement for his $500,000 a year position?

When interviewed by the press the President said he couldn't comment because the company was in a "Quiet Period" because the company would be reporting FY2016 Q1 financials and after the numbers were released on May 28,2015 (yesterday) the management would then be able to comment.

The company held their conference call yesterday and never commented on why the President decided to step down and the Management never mentioned Who would be replacing him. None of the Analysts on the call cared to ask and no reason was ever disclosed.

It is almost 3 weeks now and Titan Management still has not named a replacement and next Thursday they will have a vacant president seat.

The company reported annual  FY2015 financials for the period ending January 31,2015 last month disclosing a loss of ($1.51) per share for the year. 7 months earlier the company had given guidance that they would earn $1.00 per share in that period.

Yesterday FY2016 Q1 financials were disclosed in an 8k and the company reported a loss for the quarter of $(0.29) per share. (As of 11am this morning no 10Q has yet to be filed with SEC)

3 Mutual funds control 42% of shares outstanding and there has been barely any sellers in the stock recently. The month of May 2015 is the smallest average daily volume in the stock (at 100,000 average shares per day for the month) since June 2010.

The company has be closing stores and revenues have declined dramatically.

Why is this company trading at a $300 million market capitalization and why does Felti believe it is worth over $400 million?

Follow the bouncing ball of related party transactions here.

Will Securities and Exchange Commission Comment On Another Titan Proxy?

What is TITAN Machinery really?

What is TITAN really?

A January 2008 IPO raising approx $60 million. 

January 2011 2.4 Million Shares @ $28.75 

A Spring 2011 Underwriting approx $60 million.

November 20011 500,000 @ $21.68 

A Spring 2012 $150 million Indenture.


Management (& Family) Outside Entities make all the money:

• on leasing property to TITN.

• sales commissions

• underwriting fees

• mgmt sold stock annually

• having expenses, maintenance and fees on their outside entities properties paid by TITAN.

• Brother-in-law generating millions of dollars worth of construction fees (questionable if its even needed)

Titan Machinery President to Step Down and Resign as Director

Does this SHOCKING RESIGNATION HAVE ANYTHING TO DO WITH THE POSSIBLE ILLEGAL INSIDER TRADING 8 WEEKS AGO?

 Titan Machinery Reports $30 million Loss and Directors are Exiting
Founder Peter Christenson To Step Down From Board
**read here to see when house of cards were built

President/Founder Steps Down
After the close last night, Titan Machinery filed an 8K with the Securities and Exchange Commission announcing that the company's  President, Peter Christenson, since 2003 will step down and take a consulting role with the company and continue to earn his $500,000 a year salary. Peter Christenson will also resign as a member of the board of directors. a position he also has held for 12 years..(there is no mention if Mr. Christenson will continue to receive spousal travel benefits).

Proxy Statement
Only 4 days ago Titan Machinery filed a DEF 14 A proxy statement for the upcoming FY2016 annual meeting which is to take place in June. In the proxy disclosure Christenson is disclosed as a board member and president but it is still not clear if shareholders receiving this new proxy will be notified of the sudden resignation in time for the June vote. NO mention of who the new nominee will be for the 9th board seat that will now be vacant.

8K Director Resigns
8 weeks ago another board member since 2003 , James Williams, also announced he will be resigning from the board. That announcement came the same day that management released a preliminary FY2015 warning to the street that the company would lose in excess of $30 million for FY2015.
Mr. Williams is the current Chairman of the Nominating Committee and also a member of the 3 person Audit Committee.

Related Party Transactions (Where all the $ Goes)
In related party transactions, Peter Christian is disclosed as an owner of C.I.Farm Power.

History of Related Party Transactions of Titan Machinery  (Where has All the Money Gone)

New Auditor=Less Disclosure
In the Spring of 2014 the company filed it's first DEF 14 A  using the new auditor Deloitte and Touche. Company stated it no longer was required  to disclose the transactions with the outside entity Dealer Sites LLC that management had held a position in because that equity interest had declined to less than 10%.
Although that disclosure was in the spring of 2014, Dealer Sites LLC continued to receive their mailings to the care of  Titan's treasurer Ted Christianson., although he supposively held less than 10% of such entity.
Dealer Sites LLC is important because less than 2 years ago TITAN increased their contract with Dealer Sites from $50 million to over $100 million and extended it out to 2028. This is prior to closing in excess of 10 location in that same period. There has been no disclosure as to whether any of the stores that have been closed were Dealer Sites lease locations. Titan is responsible for taxes and maintenance of those properties.

MAY 2014 Dealer Sites LLC address on tax bill was same as Titan Machinery  But in the April 10K and DEF 14 A in April 2014 the disclosure stated Dealer Sites LLC relationship with Titan Management no longer needed to be disclosed.

As of Spring 2015 mailings for Dealer Sites LLC are being sent to the firm C.T.  Corporations Systems.
Titan is disclosed as 1 of 250 companies that also has disclosure of that same address that CT Corporation states under Dealer Sites LLC.

Dealer Sites LLC disclosure from 2007

"Leases

We (TITAN MACHINERY) lease real estate for 24 of our 34 stores from entities affiliated with Messrs. Meyer, Tony Christianson and/or Peter Christianson. We lease three dealership sites from Meyer Family Limited Partnership, for which Mr. Meyer serves as general partner and of which certain members of Mr. Meyer’s immediate family are limited partners; 18 dealership sites from Dealer Sites, LLC, an entity affiliated by common ownership with Mr. Meyer and Tony Christianson, who collectively owned 40% of Dealer Sites, LLC as of January 31, 2007, and for which Ted Christianson, our Vice President, Finance and Treasurer, serves as president and Mr. Meyer serves as an officer; the site for our Fargo outlet store from C.I. Farm Power, an entity affiliated by common ownership with Peter Christianson; one dealership site from Padre Partnership, an entity affiliated by common ownership with Peter Christianson, who is also the general partner; and one dealership site from Landco LLC, an entity affiliated by common ownership with Peter Christianson and Mr. Meyer."

Hanky Panky Note #4786

•  
  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:
  http://siouxcityjournal.com/news/local/govt-and-politics/titan-machinery-to-add-employees-under-city-agreement/article_376e30f6-7f2a-5c73-8327-657b1bbe3231.html
  

General Counsel/Corp. Compliance Officer/Secretary

Does the corporate Compliance Officer Need to be disclosed in SEC filings as an Officer of the Company? Should his Holdings be disclosed as well? I looked but I couldn't find Steve Noack name. It might be somewhere but I surely didn't find it.

• Steve Noack, North Dakota Supreme Court Lawyer

•  Steve Noack mentioned as a Secretary
• Steve Noack mentioned as Secretary
•  Steve Noack, who serves as general counsel for Titan

ASSUMED NAME
Who is Aurora Distributing and Why did Titan Machinery  create this assumed name the day prior to FY 2015 3rd quarter closed?

•  3. List the name and complete street address of all persons conducting business under the above Assumed Name, OR if an entity, provide the legal corporate, LLC, or Limited Partnership name and registered office address:
  Titan Machinery Inc.
  644 East Beaton Drive
  West Fargo, ND 58078

Mutual Fund Trading

In February 2015 Fidelity, an institution which held over 5% of shares outstanding  increased their holding in an afternoon trade of 805,000 shares. What is strange is that Titan common stock averages about 100,00 shares a day and this unusual block was traded in what appears to be one transaction. Who sold those shares? How was the trade orchestrated? Its peculiar because nearly 85% of shares outstanding are so tightly held by a handful of insiders and institutions, so how would a person or an entity have such a block of stock and then sell it without disclosing that their new position (balance) has been reduced?

Suspicious trading/Auditor Resignation
It was less than 2 years ago that the company's original auditor abruptly resigned after the FY2014 shareholder meeting which coincided with very suspicious trading activity of Titan Machinery's common stock prior to the Fourth of July market holiday.
5 months after the Accounting Firm resigned the Securities and Exchange Division of Corporate Finance filed the following comment letter to Titan Machinery .

More Suspicious Trading March 2015
After close on March 9th Titan released disappointing warning that year end numbers would be disappointing and the shares were halted after hours. Titan Machinery (NASDAQ: TITN) suspiciously traded down 6% that day while the overall markets were all higher.


Wells Fargo Changes the Rules
The Titan Machinery Bonds are another can of worms.

Most OverPriced Stock Titan Machinery Files Proxy Statement

 On April 10,2013 TITN filed an annual report (10K).

click to enlarge Statistics:

TITAN's formula for increasing GROSS PROFIT by approximately $64 million year over year (23% increase.) was by:

•  allowing SG&A to increase by $53 million, ($247 million for year)
• RECEIVABLES to increase by $39 million, 
•  Interest Expenses to increase by $14 million, 
• and debt increasing by $267 million.

(above statistics may explain why company increased authorized shares outstanding from 30 million to 50 million shares.)

My work is recognized

This guy makes a serious case that this company is, umm, furry. (@gfnnstock)newsgrade.blogspot.com/2013/04/titan-…
— Roddy Boyd (@BoydRoddy) April 28, 2013

 

I've got to hand it to $GFFNStock (Tom Renna): He's been warning on $TITN for quite awhile http://t.co/Fso3e4laAg Also not a fan of $SSYS
— Herb Greenberg (@herbgreenberg) May 24, 2013

Following key words are what caught my eye, especially since these hats are worn by 4 or 5 execs:
3 Brothers, A Son, A Brother-In-Law, COO, Chairman, Founder, Commission, Managing Director of Underwriter, Owner of Construction Company, Unsecured loans, LEASE Arrangements with Top 3 Execs outside Entities, Real Estate Sale between TITN and Top two Execs Outside Entity, Private Jet, Consulting fees, underwriting fees....(oh yeah, the time Chairman went on Mad Money and then sold shares )



A. 10 K Highlights of Weak Fundamentals
B. Roddy Boyd Recognizes my Work
C.Certain Related Party Transactions
D.Insider Selling after Making Hyped Up Projections (missed by a mile)
E.Increase Of Authorized Shares
F.CNH AMERICA Floor Debt Plan
G.Property sold to Entity owned by Top 2 Execs.without disclosure
H.Property Ownership Company owned by Top 2 Execs outside entity.
I.Brother-in-law Construction Company building multi-million dollars worth of buildings.
J.OLD INVENTORY list (108 page document), not sure how if its obsolete yet.
K.History of Negative Operational Cash Flow
L.Private Jet
M.$150 million convertible note disclosure. (using best scenario vs. worse scenario in disclosure)
N.Immediate Family Members: commissions, raises, fees, consulting agreements
O.Cash Advance Business offering loans to Bad Credit/No Credit borrowers
P.Variable Interest on Debt
Q.Interest Expense
R.The Mystery of brother Ted Christianson disclosure (former CFO, now Treasurer)
S.Auditor's History

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 

  •  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

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).

  
   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.
  

  from StarTribune:

  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
  
  

  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."

  
   I'd like to know if this sale contributed to the income statement for FY2012 in any way. Wells Fargo raised the $150 million Indenture based on the FY2012 financial disclosure, but I don't see any record of this transaction in any SEC disclosure?
  Why did Wells Fargo do a Convertible Indenture @ $43 a share?
  
  Why did they sell the property anyway? Wouldn't they then have to start leasing it from Dealer Sites? 
  

  
  

  
  
  

  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:

  http://siouxcityjournal.com/news/local/govt-and-politics/titan-machinery-to-add-employees-under-city-agreement/article_376e30f6-7f2a-5c73-8327-657b1bbe3231.html
  
  

   Who is financing the construction costs for the executives?
  

  Is it the same company that finances TITN and how much are they lending?

  I would not be surprised if it is 100% supported by high lease payments from TITN.

  So this facility is easily worth $3,000,000.00?

  
  
  

  Brother-In-Law's Construction Company Building, Building, Building...
  • C & I Construction website features TITAN building on home page(top)http://www.ciconstruction.com/
  
  
  • contractor C & I contractors for the dealer site property (feb.2013)
  http://www.bismarck.org/DocumentCenter/View/18992
  
  
  
  
  • State of the art (titn) facilities (property is own my Dealer Sites LLC (which is partially owned by top 2 executives of TITN) and a lot of inventory on the property is paid for through CNH America Loans. TITN pays interest on loans. I wonder if CNH is loading up TITN with tractors to help make CNH’s revenue numbers?
  • I’d also be interested in the relationship of the Construction company and Dealer Sites LLC.
  
  
  http://www.ciconstruction.com/our-portfolio/featured-projects/titan-machinery
  http://www.ciconstruction.com/our-portfolio/featured-projects/titan-machinery-src
  
  
  
  

  List of Inventory 

  TITAN advertises in an 108 pagedocument. The new Tractors (2013 models) are state of the art (technology). I wonder why anyone would purchase used equipment that is almost obsolete with all the new products being introduced to market?
  
  
  
  
   10K discloses top 2 Execs both raised annual salaries from $330k to $500k.
  
  
  
  
    Make sure this Nominee gets elected,

 Mr. Tony Christianson has been a director since January 2003 and was a founder of Titan Machinery LLC. Since 1981, Mr. Christianson has been the Chairman of Cherry Tree Companies...
 Considering Cherry Tree did underwriting for the $150 million Convertible Note in 2012. http://www.cherrytree.com/news/releasearchive/titan_0412.htm

 Capital Resources (from 10K) 

Our ability to service our debt will depend upon our ability to generate the necessary cash. This will depend on our future acquisition activity, operating performance, general economic conditions, and financial, competitive, business and other factors, some of which are beyond our immediate control. Based on our current operational performance, we believe our cash flow from operations, available cash and available borrowings under the existing credit facilities will adequately provide our liquidity needs for, at a minimum, the next 12 months. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available under the credit facilities with the Wells Fargo Bank Syndicate and CNH Capital in amounts sufficient to allow us to service our indebtedness and to meet our other commitments. If we are unable to generate sufficient cash flow from operations or to obtain sufficient future borrowings, we may be required to seek one or more alternatives such as refinancing or restructuring our indebtedness, selling material assets or operations or seeking to raise additional debt or equity capital. We cannot assure you that we will be able to succeed with one of these alternatives on commercially reasonable terms, if at all. In addition, if we pursue strategic acquisitions, we may require additional equity or debt financing to consummate the transactions, and we cannot assure you that we will succeed in obtaining this financing on favorable terms or at all. If we incur additional indebtedness to finance any of these transactions, this may place increased demands on our cash flow from operations to service the resulting increased debt. Our existing debt agreements contain restrictive covenants that may restrict our ability to adopt any of these alternatives. Any non-compliance by us under the terms of our debt agreements could result in an event of default which, if not cured, could result in the acceleration of our debt.

  NOTE 13—CAPITAL STRUCTURE

 The Company amended its certificate of incorporation on June 1, 2012, providing the Company with the authority to issue 50,000,000 shares of $0.00001 par value stock, consisting of 45,000,000 shares of common stock and 5,000,000 shares classified as undesignated. Prior to June 1, 2012, the Company had the authority to issue 30,000,000 shares of $0.00001 par value stock, consisting of 25,000,000 shares of common stock and 5,000,000 shares classified as undesignated. 

PRIVATE JET

A $500 million market cap company with an interest in a private JET
Agreement with Officer: Your employment will be based at the Company’s headquarters in Fargo, North Dakota. Of course, regular travel will be required in the course of performing your duties and responsibilities as President and Chief Operating Officer. Pursuant to the Company’s applicable policies, this travel may include use of aircraft in which the Company has an ownership interest.  

 NOTE 11—OPERATING LEASES AND RELATED PARTY TRANSACTIONS

 During the year ended January 31, 2013, the Company leased buildings from Dealer Sites, LLC ("Dealer Sites"), an entity in which a minority position was owned by an entity affiliated with David Meyer, the Company's Chairman and Chief Executive Officer, an entity affiliated with Tony Christianson, one of the Company's directors, Peter Christianson, the Company's President and Chief Operating Officer, and other Meyer and Christianson family members. As of January 31, 2013, total related party ownership in Dealer Sites was less than 10%. The Company leased buildings pursuant to 48 different operating lease agreements from Dealer Sites, LLC ("Dealer Sites") and one building pursuant to operating leases from C.I. Farm Power, Inc., a company affiliated with Peter Christianson, as of January 31, 2013. Rent expense for leases with related parties totaled $7.0 million, $6.3 million and $5.3 million for the years ended January 31, 2013, 2012 and 2011, respectively. The leases expire on various dates between July 2013 and January 2028, contain purchase options based on fair values at the time of purchase, and provide that the lessee pay all property taxes, utilities, insurance and all expenses necessary for the general maintenance of the respective buildings. The Company also entered into sale-leaseback agreements with Dealer Sites from which the Company received $1.3 million and $6.8 million for the years ended January 31, 2013 and 2012, respectively. The Company also leases 84 additional buildings under operating lease agreements with unrelated parties and leases office equipment and vehicles under various operating lease agreements. The leases expire at various dates through January 2028. Rent and lease expense under all operating leases totaled $17.3 million, $13.1 million and $9.8 million during the years ended January 31, 2013, 2012 and 2011, respectively. Certain leases have fluctuating minimum lease payments. The Company recognizes lease expense on a straight-line basis over the expected term of the lease. Approximate minimum future lease payments are as follows: Years ending January 31, Amount (in thousands) 2014 $ 18,996 2015 17,472 2016 15,388 2017 14,138 2018 13,486 Thereafter 91,312 $ 170,792 The Company utilizes C.I. Construction, an entity owned by the brother-in-law of Peter Christianson and Tony Christianson, to perform construction management services for its building and leasehold improvement projects. Payments to C.I. Construction, which include cost reimbursements of certain building supplies and other construction costs, totaled $6.7 million, $3.2 million and $0.7 million for the years ended January 31, 2013, 2012 and 2011, respectively. During the year ended January 31, 2013, the Company also paid a total of $0.2 million to Cherry Tree & Associates, LLC, an entity affiliated with Tony Christianson, primarily for services related to the Convertible Notes offering.

Click to Wells Fargo $150 Indenture disclosure with SEC 
"The effective interest rate of the liability

component for the period ended January 31,

2013 was equal to 7.00%"

TITN had $124 million in cash as of Jan. 31,2013. If they didn't receive the $150 indenture last April from Wells Fargo, would they even be in business today? 
(It also helped that the Managing Partner of the underwriter is not only a founder and a director of TITN, but his brother is the COO of TITN.

• TITAN advertises the convertible price in their best case scenario of 3,474,000 shares @ $43.17 , but in my opinion I believe they should also advertise the worse case convertible of 4,184,230 shares @ $35.84 per share. 

"The initial conversion rate for the Notes is 23.1626 shares of Company common stock per $1,000 principal amount of notes, and is subject to certain adjustments as set forth in the Indenture".

"Pursuant to the Indenture, the Company has agreed not to make distributions on its common stock or take any other action that would result in an adjustment to the conversion rate of the Notes if, following such adjustment, the conversion rate would exceed 27.8980 shares per $1,000 principal amount of Notes"

IMMEDIATE FAMILY MEMBERS 

Immediate Family Members are Employees of the Company

        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.

---

        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.

Construction Management Services

        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.

Consulting Agreement

        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.

Titan Machinery (the credit card company?)

http://fastapprovecashnow.com/titan-machinery-inc-west-fargo-n-d-metal-construction-news.html

"Titan Machinery Inc West Fargo N D Metal Construction News",  $200-$1000 Payday advances throughout Quick Moment.
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Titan Machinery Inc West Fargo N D Metal Construction News.

INTEREST EXPENSE

• TITN paid nearly $23 million in INTEREST EXPENSE for the year 10K 2013. (that's over $1 a share in servicing debt.)

they only paid interest on the indenture for quarters 2,3, & 4, because they borrowed the money approx. april 30th at end of Q1 2013.

vs. FY2012 they spent less than $10 million in interest expense. that's over 125%increase.

the quarter that ended yesterday Q1 2014 , will have higher interest expense than Q1 2013 because the interest expense on the indenture will show up and last yr Q1 this expense wasn't there.
Let's say interest expense for Q1 2014 is the same as Q4 2013, that will be nearly $8million (conservatively). that will be almost a $0.40 cent share hit against EPS.

Q1 2013 interest expense was $3.6 million (about $0.17 a share hit on EPS)

• MAY 1,2013 TITAN will have first interest payment due on $150million indenture due. That will be an approximate **$5.6 million in interest for the FY2013 2nd Quarter numbers for the period ending July 31,2013 that are due out the first week of September.  

** this will be in addition to all other interest payments (Other debts and Floor Plan debt interest payments).

This company is a classic roll up model of weak companies, all looking for an exit strategy. Roll ups are okay if there is an economy of scale (critical mass). But this company increases their Selling & General Administrative Expenses at the almost the same proportion that they increase sales.
SGA increased to $247 million for the year FY2013 up from $194 million in FY2012. that's a 27% increase. Meanwhile, Gross Profit only increased 23% year over year and sales increased over the same period only 32%. (a mere 5 % higher).

 INSIDER SELLING:

• On June 9,2011 Chairman David Meyer appeared on Jim Cramer's MAD MONEY  and touted TITAN MACHINERY's future. Thirty days later DAVID MEYER SOLD 300,000 shares @ $27.80 and received proceeds of $8,340.00.00 and CEO Peter Christianson sold 200,000 shares $27.80 for proceeds of $5.56 million. Weeks later Dealer Sites LLC, an entity owned by Meyer and the Christianson brothers would purchase $2.4 million property from Titan Machinery. (and then Titan would begin to lease that property from Dealer Sites LLC.) There is no SEC disclosure regarding this transaction that took place 2 days before the 2nd quarter 2011 closed, I was able to find it in property records (see link further down).

•  IN DECEMBER 2012, President & CEO, Peter Christianson stated on the conference call (from the Seeking Alpha Transcript):

" We expect our annual net income attributable to common stockholders to be in the range of $44.1 million to $48.3 million resulting in an earnings per diluted share range of $2.10 to $2.30.."   Three weeks later Peter Christianson sold 50,000 shares of TITN @ $24.52 and received proceeds of $1.2 million.

•  The underwriter Cherry Tree (owned by director Tony Christianson, the brother of CEO) raised $150 million indenture offering in April of 2012) followed on June 2012 TITAN gave the following guidance in a press release:   

  "Net income attributable to common stockholders is expected to be in the range of $53.8 million to $58.0 million, resulting in earnings per diluted share range of $2.55 to $2.75". In July 2012 director Tony Christianson and director Irwin James both sold shares of TITAN (TITN) in the market place above $30 per share. 

CFO (Brother 3) turned Treasurer No Longer in Disclosure

Ted Christianson, there is too much to type about the third brother Ted Christianson. TITAN disclosed he was CFO and then approximately April 11,2011 he was no longer CFO. (NO 8-K filed)
In April 2012 he was disclosed as the treasurer of the company in the Indenture disclosure.
Titan from time to time discloses his holdings, salaries, fees and relationship to the company since April 2011.

Auditor: 

Eide Bailly LLP . following link I found on internet about Eide Bailly, it does not name an issuer.

 Another link to a February 2013 Securities & Exchange Commission charge against a partner of EB with issuer Life Partners (ticker:LPHI.)

A link to a July 2012 Suit of Racketeer Influenced and Corrupt Organizations.

E&B is also the auditor for High Plains Gas, Inc. (ticker: HPGS)

http://www.startribune.com/business/136975313.html

http://goingconcern.com/post/eide-bailly-finds-accounting-firm-who-loves-it-who-it-warts-ponzi-scheme-exposure-and-all

http://www.idahostatesman.com/2012/07/19/2194828/accounting-firm-eide-bailly-accused.html

http://www.courthousenews.com/2012/04/04/45311.htm

Summary: What is TITAN MACHINERY business?

Selling & General Administrative Expenses for FY2013 was $247,000,000.00

Titan leases property from the top executive's (outside entity) properties. CNH Machinery loads up the property with inventory and charges Titan interest on the inventory, called Floor Plan debt (approximately $1 billion). Titan salesman are paid commissions for selling inventory. Law firm and CPA firm needs to get paid to maintain listing as a public company. What is really left for the shareholder? Right now there is about $120 million in cash and approximately $1 billion in debt. 

• A January 2008 IPO raising approx $60 million.

• A Spring 2011 Underwriting approx $60 million.

• A Spring 2012 $150 million Indenture.

• Company recently approved increasing authorized shares outstanding from 30 million to 50 million.

Management (& Family) Outside Entities make all the money:

• on leasing property to TITN.
• sales commissions
• underwriting fees
• selling stock annually
• having expenses, maintenance and fees on their outside entities properties paid by TITAN. 
• Brother-in-law generating millions of dollars worth of construction fees (questionable if its even needed).

 (highlighted red boldface italics were done by me for purposes of this post to add emphasis to risks) .....................................................................................................................

Click to Equities Research PREVIOUS COVERAGE: TITAN WARNING AT $30 in April 2013