Friday morning Titan Machinery filed with the Securities & Exchange Commission its
annual report (10K) for Fiscal year 2014 for the period ending January 31,2014.
- FY 2014 Net Income declined 79% from $42 million in FY 2013 to $8.8 million for FY 2014.
- Titan's cash position declined to $74 million from $125 million in FY 2013.
(Total Liabilities are over $1.1 billion)
In the Footnote Exhibit 10.53 terms of Titan Machinery's $150 million convertible note with Wells Fargo is disclosed with Amendments that were made on April 3,2014.
(Note Titan's 1st Quarter of FY 2015 ends in less than 3 weeks. Thursday April 10th announced that they would be closing 7 construction sore and 1 agriculture location and the company will be taking a $4.2 million pre-tax charge, or $0.12 per diluted share, associated with the Company’s realignment that it expects to be realized in the first quarter of fiscal 2015.)
1.1.6 Effective
as of the Third Amendment Effective Date, Section 6.12(a) of the Credit
Agreement is hereby deleted in its entirety and the following is
substituted therefor:
(a) Consolidated Net Leverage Ratio.
Borrower shall maintain, (a) as at the end of each Fiscal Period
ending April 30, 2014 through the Fiscal Period ending October 31, 2014,
a Consolidated Net Leverage Ratio not greater than 3.25 : 1.00, and (b)
as at the end of each Fiscal Period from and after the Fiscal Period
ending January 31, 2015, a Consolidated Net Leverage Ratio not greater
than 3.00 : 1.00.
1.1.7 Section 6.12(b) of the Credit Agreement is hereby deleted in its entirety and the following is substituted therefor:
(b) Consolidated Fixed Charge Coverage Ratio.
Borrower shall maintain, as at the end of each Fiscal Period, a
Consolidated Fixed Charge Coverage Ratio not less than 1.25 : 1.00.
1.1.8 The following is hereby inserted in the Credit Agreement as Section 6.12(c):
(c) Consolidated Net Income. Borrower
shall maintain, (a) as at the end of each Fiscal Period ending January
31, 2014 through the Fiscal Period ending October 31, 2014, for the
period consisting of the four consecutive Fiscal Periods ending on such
date, a Consolidated Net Income of not less than $5,000,000.00, and (b)
as at the end of each Fiscal Period from and after the Fiscal Period
ending January 31, 2015, for the period consisting of the four
consecutive Fiscal Periods ending on such date, a Consolidated Net
Income of not less than $10,000,000.00. For purposes of this Section
6.12(c) only, (a) for all Fiscal Periods through the Fiscal Period
ending October 31, 2014, the One-Time Impairment Charge (net of the tax
benefit to the extent already included in the determination of
Consolidated Net Income) shall be excluded from the calculation of
Consolidated Net Income, and (b) for all Fiscal Periods through the
Fiscal Period ending October 31, 2014 for that portion of the One-Time
Restructuring Charge incurred in the Fiscal Period ending January 31,
2014, and through the Fiscal Period January 31, 2015 for that portion of
the One-Time Restructuring Charge incurred in the Fiscal Period ending
April 30, 2014, the One-Time Restructuring Charge (net of the tax
benefit to the extent already included in the determination of
Consolidated Net Income) shall be excluded from the calculation of
Consolidated Net Income.
3rd Quarter 10Q Footnote 10.2 Wells Fargo
1.1.5 Effective
as of October 31, 2013, Sections 6.12(a) and (b) of the Credit
Agreement are hereby deleted in their entirety and the following are
substituted therefor:
(a) Consolidated Net Leverage Ratio.
Borrower shall maintain, (a) as at the end of the Fiscal Period ending
October 31, 2013, a Consolidated Net Leverage Ratio not greater than
3.75 : 1.00, (b) as at the end of each Fiscal Period beginning with the
Fiscal Period ending January 31, 2014 through the Fiscal Period ending
October 31, 2014, a Consolidated Net Leverage Ratio not greater than
3.50 : 1.00, (c) as at the end of the Fiscal Period ending January 31,
2015, a Consolidated Net Leverage Ratio not greater than 3.25 : 1.00,
and (d) as at the end of each Fiscal Period from and after the Fiscal
Period ending April 30, 2015, a Consolidated Net Leverage Ratio not
greater than 3.00 : 1.00.
(b) Consolidated Fixed Charge Coverage Ratio.
Borrower shall maintain, (a) as at the end of each Fiscal Period
beginning with the Fiscal Period ending October 31, 2013 through the
Fiscal Period ending January 31, 2014, a Consolidated Fixed Charge
Coverage Ratio not less than 1.15 : 1.00, (b) as at the end of each
Fiscal Period beginning with the Fiscal Period ending April 30, 2014
through the Fiscal Period ending October 31, 2014, a Consolidated Fixed
Charge Coverage Ratio not less than 1.20 : 1.00, and (c) as at the end
of each Fiscal Period from and after the Fiscal Period ending
January 31, 2015, a Consolidated Fixed Charge Coverage Ratio not less
than 1.25 : 1.00.
SECTION 6.12 FINANCIAL COVENANTS.
(a) Consolidated Net Leverage Ratio.
Borrower shall maintain, (a) as at the end of each Fiscal Period
beginning with the Fiscal Period ending January 31, 2012 through the
Fiscal Period ending January 31, 2014, a Consolidated Net Leverage Ratio
not greater than 3.00 : 1.00, and (b) as at the end of each Fiscal
Period from and after the Fiscal Period ending April 30, 2014, a
Consolidated Net Leverage Ratio not greater than 2.50 : 1.00.
(b) Consolidated Fixed Charge Coverage Ratio.
Borrower shall maintain, as at the end of each Fiscal Period ending
after the Closing Date, a Consolidated Fixed Charge Coverage Ratio not
less than 1.25 : 1.00 for the then trailing twelve month period.
******definitions from original indenture:
“Consolidated Fixed Charge Coverage Ratio”
means, as of the last day of a fiscal quarter, for the period
consisting of the four consecutive Fiscal Periods ending on such date,
subject to Section 1.02(h), the ratio of: (a) the sum for such period of (without duplication): (i) Consolidated EBITDAR; minus (ii) all payments in cash for taxes related to income made by Borrower and its Subsidiaries; minus
(iii) Capital Expenditures actually made in cash by Borrower and its
Subsidiaries (net of any insurance proceeds, condemnation awards or
proceeds relating to any financing with respect to such expenditures); minus (iv) Restricted Payments paid in cash by Borrower; to (b) of: (i) Consolidated Interest Expense; plus (ii) Consolidated Rent Expense; plus (iii) without duplication, all current maturities of long-term Debt (including with respect to Debt that is a capital lease).
“Consolidated Interest Expense”
means, for any period, for Borrower and its Subsidiaries on a
consolidated basis, the sum of (without duplication): (a) all interest,
premium payments, debt discount, fees, charges and related expenses in
connection with borrowed money (including capitalized interest) or in
connection with the deferred purchase price of assets during such
period; plus (b) all payments made under interest rate Swap
Contracts during such period to the extent not included in clause (a) of
this definition; minus (c) all payments received under interest rate Swap Contracts during such period; plus (d)
the portion of rent expense with respect to such period under capital
leases that is treated as interest in accordance with GAAP.
“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of: (a) Consolidated Total Liabilities; to (b) Consolidated Tangible Net Worth.
“Consolidated Net Income”
means for any period, the sum of net income (or loss) for such period
of the Borrower and its Subsidiaries on a consolidated basis determined
in accordance with GAAP, but excluding any income of any Person if such
Person is not a Subsidiary, except that the Borrower’s direct or
indirect equity in the net income of any such person for such period
shall be included in such Consolidated Net Income in accordance with
GAAP.
“Consolidated Net Leverage Ratio”
means, as of any date of determination, the ratio of: (a) the sum of
(i) Consolidated Total Liabilities, minus (ii) the amount by which Cash
Equivalents held by Borrower and its Subsidiaries as of such date of
determination exceed $30,000,000; to (b) Consolidated Tangible Net Worth.
“Consolidated Rent Expense”
means for such period, total rental expenses attributable to operating
leases of the Borrower and its Subsidiaries for real property on a
consolidated basis.
component for the period ended January 31,2013 was equal to 7.00%"
Date of Offering : April 18,2012
Amount of Debt: $150 million Convertible
