Showing posts with label TITN. Show all posts
Showing posts with label TITN. Show all posts

Friday, June 8, 2018

Titan Machinery Files 10Q Sending Stock to New YTD Low





Securities and Exchange Commission Division of Corporate Finance has commented on Titan Machinery's past Filings, IS it time for them to return? 
Is it Time for FINRA and SEC to start looking at the unusual trading ahead of news in the stock of Titan?
    Titan Machinery laid off 14% of their American workers and closed 15 locations in last year to cut costs. Why did they pay one landlord in April 2018 $3 million to terminate a lease? Would it not have been in the best interest of the shareholders to keep the location? Who was the landlord of that location? was it a related party transaction? who was responsible for signing that lease and when was it signed and what was the term of that lease?
Why didn't they sell the 15 locations? Were all 15 locations worthless? If one location cost $3 million to terminate a lease does that mean all 100 locations are worthless? The company has purchased over 50 acquisitions over last two decades and are closing the stores instead of selling the stores. The company only has $50 million in cash and $395 million in current liabilities as of April 30,2018. But with the Wells Fargo Indenture due May 1,2019, the $68 million note is now moved from long term debt and needs to be added to the current liability of $395 million.


          


 In the Annual Report (10K) there is no mention that the company is in risk of going bankrupt but instead says if they violate covenants that they "would work with lenders" 
 
In 2017 the CEO said company was closing 15 locations to cut cost and laid off a significant amount of employees. This is what Wall Street wanted to hear and the stock SkyRocketed. The CEO sold over $2 million worth of stock with some sales above $21. While the COO has sold 26% of his position at $24 a share. Makes one wonder if the real reason for the store closings was for the stock to go up so they could ring their personal cash registers. The CFO was granted 149% performance Bonus for FY2018 year end.
Also during FY2018 the co-founder of the company who abruptly resigned as the President received the balance of $700,000 of his severance package. (There was no mention whether he and his spouse will still have use of aircraft company has an ownership.)
   Titan Machinery disclosed in their 10Q yesterday for the first time that Equipment revenue is made up of NonCash Consideration of equipment trade ins. How did the NonCash Consideration values contribute to the improved profit margins on the equipment sales figure? Why didn't Deloitte want this disclosed in the past? Was all the Inventory recently liquidated at auctions for a fraction on the dollar originally booked as NonCash Consideration when it was originally accepted in trade ins? what values were given on the trade-ins and how over priced were those assets inflated?  How did the NonCash Considerations effect the BONUSES and Stock Grants that were received by the Officers of the company as reward for reaching Sales milestones over the years. Note: In most recent 10K, The officers received 149% Bonuses.
      TItan Machinery Current Liabilities increased from $320 to $390 million. The Wells Fargo Indenture due May 1,2019 is approximately $70 million and the company only has $50 million cash. Titan generated negative operational cash flow of Negative $27 million in Q1. a decrease of $68 million vs Fy2018 Q1 . with negative cash flow the co may need to Raise Capital via a Debt Underwriting or an equity raise. The interest from more debt will eat any chance of a profit and additional shares thru an issuance of more stock will dilute shareholders.
In its most recent 10Q Titan Machinery disclosed for the first time that they use non cash consideration to account for equipment revenue.
This practice has never been disclosed before.
The company prior to Q filing a week earlier made a press release touting their dramatically improved equipment profit margins.
I question whether the co used non cash consideration to account for equipment revenue in the past? If so, I question the accuracy of prior filings.  The company reported nearly $2 billion in equipment revenue in the past and now equipment rev is less than $1 billion annually.
In the last 18 months the company has had to LIQUIDATE USED EQUIPMENT inventory at a fraction on the dollar to generate enough cash to pay debt and pay off the severance agreement  to their co founder who abruptly resigned as president after a DEF14 A was filed.
If the Used Equipment in the past was accounted for as non cash consideration, is it possible that those trade in values were seriously inflated to record higher revenue at the time, only to have those trade ins eventually sold for discounts at auctions?
there are plenty of other questionable disclosures that i have found and I have included them in my report (there are many links within the report) https://newsgrade.blogspot.com/2018/06/titan-machinery-files-10q-sending-stock.html









Also note, the company admitted that they inflated assets and under reported losses by 50% in a 10Q, but never restated the 10Q.
There are many related party transactions in the disclosure through out the years. Specifically $100 million worth of leases with an outside entity that management has (had) an equity stake in.  
In the company's most recent DEF14A there is a new STOCK OWNERSHIP guideline for Officers and directors stating that the officers and directors NEED to increase their holdings in the stock based on the Price of the common stock as per its dollar value. 
Also in the most recent DEF 14 the Officers received bonuses based on the company's sales benchmarks. Is there a conflict with the non cash considerations values used to figure revenue numbers?
Deloitte Audited Related Fees increased from $25k to $61k  over last last FY. Meanwhile Company sales declined dramatically. 
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.
Company closed 15 locations in last year to cut cost. In latest 10Q they disclosed that in April 2018 they paid $3 million to terminate one lease.  I want to know who owned that location? when was lease signed? what was the term? And what it not have been in the Best interest of shareholders to keep location open?  How did the company cut costs by closing the location when they paid $3 million to terminate the lease?
The company discloses their Used and New Equipment Inventories but don't disclose the breakdown of their USED and New Equipment revenues in their 10Q. They also claim to be in the equipment rental business but according to 10Q only rental revenue came in the USA construction business and almost nil for international and agriculture divisions.  Also note the revenue for the rental segment revenue line over each quarter and then notice how in most recent 10Q the rental profit and margins declined dramatically while sales barely slipped. More importantly the gross profit of the rental business all of a sudden made up significantly less of the gross profit of the four divisions.
International revenue are not broken down by construction and agriculture for some reason. never ever.
Company also has a history of Directors leaving. Six of Eight Directors left within a 2 year period.
Also a local minnesota penny stock brokerage firm called FELTL upgraded the stock a couple years ago stating that Titan would earn over $20 Million in Net Income and gave the stock a $40 plus price target. The company has not earned a profit in over 4 years and have lost over $130 million (aggregate) in that time frame.

There are so many notes I have that you can find in my link.







FY2019 Q1 10Q Highlights:




















Titan Machinery (NASDAQ: TITN $17.34) reported FY2019 Q1 financials last week in a press release on Thursday May 31st pre-market followed by a brief Conference Call.  Titan stock traded volume over 900,000 shares and closed Thursday @ $18.09 down $2.93 (-14%) from Wednesday's close of $21.02.
Yesterday morning Titan Machinery filed FY2019 10Q with the Securities & Exchange Commission and shares hit a New intra day Year To Date low of $17.00 before closing the day @ $17.34, down $0.68  (-3.77%)  for the day.
Since Reaching a 52 week intra-day high on March 29th @ $25.09 the shares are now down $7.75 declining 31% in ten weeks. The S&P 500 Index has gained 5% over the same time frame.

Titan Machinery is a retailer of Agriculture and Construction Equipment based in Midwest USA with International locations in Europe. According to the company's disclosure the company leases their locations. At the current stock price the market capitalization is approximately $400 million.

HIGHLIGHTS OF PRESS RELEASE LAST WEEK prior to today's 10Q (CLICK HERE)

Cliff Notes









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Wednesday, November 25, 2015

Titan Needs Q3 Net Income to Increase 180% To Stay Compliant With Terms of Wells Fargo Bond

Pressure is on Titan Machinery (NASDAQ: TITN $12.31) to report a stellar 3rd quarter financial report for the period ending October 31,2015.

Titan Machinery was on the brink of going out of business in April 2012 when Wells Fargo loaned the company $150 million  (3.75% May 1,2019 maturity) save the day.

Indenture

  • The Notes were issued pursuant to an indenture, dated as of April 24, 2012 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee.

    The Notes are general unsecured and unsubordinated obligations of the Company, and interest will be payable semiannually at a rate of 3.75% per annum. The Notes mature on May 1, 2019, unless earlier converted, redeemed or purchased by the Company in accordance with their terms. The Notes will be convertible at the option of the holders of the Notes under certain conditions described below. Upon conversion, the Company will pay cash up to the aggregate principal amount of converted notes and pay or deliver, as the case may be, cash, shares of Company common stock or a combination thereof, at the Company’s election, for any conversion obligation in excess thereof, subject to certain limitations described below.  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.


On March 9,2015 shares of TITN were halted when the company pronounced  FY2015 numbers and Titan Chairman David Meyer announced earlier this year that the company was non-compliant with the terms of a Wells Fargo covenant on January 31,2015. Titan's corporate bond was at a low of $66.50 with a 14.88% yield.

Suspicious Trading on March 9,2015 during the day. The overall market was up that day and Titan shares traded down 6%. After the close is when the Company pronounced the FY2015 year end warning and announced store closings. I am thinking inside information was leaked to someone who capitalized on the privileged news.

According to the footnotes in the 10K filed on April 15,2015, on April 10,2015 Wells Fargo made a 6th Amendment (4th in 12 months) amending the Bond covenants and revised the terms of the January 31,2015 violation so that Titan would be compliant. Bonds gained 21% by May 17,2015 closing at $80.

Terms of the 6th Amendment states Titan Machinery needs to earn $1 million in net income for the 9 months of FY2016 ending October 31,2015. For the first six months of FY2016 ending July 31,2015, Titan has already reported a loss of -($5.7 million).
TITAN Q3 report is due out anytime within the next three weeks and the company will have to earn a minimum of $6.7 million net income just for the 3rd Quarter alone or else they will be NON-Compliant with the net income covenant terms of the Bond!

A year ago the company reported 3rd quarter net income of $2.4 million. Titan will need to report a net income increase for their most recent Q3, 180% higher than a year ago Q3.

 This morning John Deere announce their most recent quarter and NET INCOME declined 46%.

 Equities Research Remains Bearish Titan Machinery.

 Titan has a $265 million market capitalization @ $12.50.

 In an SEC filing On May 7, 2015 the founder of Titan Machinery was not on the ballot for re-election to the board of directors for the June shareholder meeting. No formal announcement or 8K filing was filed announcing his plans to step down from the board. I found out simply by seeing his name was not on the ballot.

 On May 11,2015 the founder announced he was resigning as president. 

3 of 8 Titan directors have resigned since May.

  October 28,2015 8K Credit Agreement Amendment 

Exhibit 10.1 of 8k  the term "Bankruptcy" appears 15 times
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Thursday, April 9, 2015

Two Years Ago Today, A Warning That Has Been Cut In Half

NAME
TICKER
4/9/2015
4/9/2013
Perform
2/22/2013
Perform
Titan Machinery
TITN
$13.58
$26.12
-48%
$28.67
-53%
Standard & Poors 500 index
GSPC
$2,091
$1,568
33%
$1,502
39%



On April 9,2013, the day before Titan Machinery (NASDAQ: TITN) reported FY2013 annual financials, Equities Research Warned the public that the stock @ $26.12 was overpriced based on fundamental research.



On February 22,2013 Equities Research Newsletter Subscribers were given the Warning the Febrausry Newsletter @ $28.67

Today @ $13.58 I continue to Warn on Titan Machinery as the company prepares to release FY2015 Annual financials next Wednesday April 15th before the market opens.
 










March 9,2015 Warning preliminary FY2015 annual financials released






TITAN ANNOUNCED THEY EXPECT YEAR END LOSS OF $32 MILLION AND WARNS COMPANY IS IN NON COMPLIANCE WITH COVENANT OF WELLS FARGO NOTE, BUT CHAIRMAN SETTLES INVESTORS BY SAYING HE ANTICIPATES A 6TH AMENDMENT From the lender. 

The bond (2019) fell to an all time low that week to $66.50 yield 14.88% , but after the Chairman stating he anticipates the lender to amend the covenants, which would be for a 6th time and 4th tim in 1 year, BOND IS NOW TRADING UP 12% since the low less than a month ago.

What's very dangerous for stockholders and bondholders is THE RISK of default if Wells Fargo Does NOT Amend Covenant on the terms of the $150 million convertible Note for a 6th Time.
 The public disclosure that is due out in the 10K regarding how Wells Fargo will handle the company which is  expecting to be in noncompliance with the current minimum income before income tax covenant as of the end of its January 31, 2015 fiscal year.
  •  Chairman Meyer stated last month in a press release that "The Company anticipates amending this covenant associated with this credit facility effective as of the end of its January 31, 2015 fiscal year and for future periods, and therefore does not anticipate being in violation of any covenants as of January 31, 2015."

INVESTORS LONG THE STOCK AND BONDS NEED TO HOPE THAT WELLS FARGO MAKES A 6th Amendment like Chairman Meyer Anticipates.

Don't Trust Titan Machinery's Guidance


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Thursday, March 12, 2015

Titan Bonds Drop After Chairman's Comments


 Titan Machinery Chairman David Meyer stated Monday:
  • "The Company is working with the lenders in its bank syndicate with respect to its expected noncompliance with the current minimum income before income tax covenant as of the end of its January 31, 2015 fiscal year. "

Meyer went on to say :
  • "The Company anticipates amending this covenant associated with this credit facility effective as of the end of its January 31, 2015 fiscal year and for future periods, and therefore does not anticipate being in violation of any covenants as of January 31, 2015."
The bond Meyer is referring to are the $150 million convertible notes ($43 convertible price) with Wells Fargo in an underwriting completed in April 2012. Since the the underwriting 3 years ago, Titan Machinery balance sheet, income statement and cash flow statement have all deteriorated significantly causing Wells Fargo to amend the covenants on the bond 5 different times. 
BIG TROUBLE
THE RISK of default if Wells Fargo Does NOT Amend Covenant for 6th Time.

The Chairman "anticipating" that the lender will amend the Covenant because the company is expected to be in noncompliance.
  •  Does the lender, Wells Fargo, feel the same way?
  •  Do bond holders and the public deserve to hear what Wells Fargo has to say regarding this non compliance?
  •  Will Wells Fargo also comment on this issue?

The boiler plate Forward Looking Statement disclaimer was below Meyer's prepared statements made on Monday afternoon to protect him in case his anticipation does not come to fruition.
Also Included:
  •  "The Company’s risks and uncertainties include, among other things, a substantial dependence on a single distributor"
  • " the uncertainty and fluctuating conditions in the capital and credit markets,"
  • " disruption in receiving ample inventory financing"

Titan Machinery (NASDAQ: TITN) stock closed yesterday at a new year to date low @ $12.21. Shares opened Monday morning @ $14.91 and are now down 18% in last 48 hours.
On Monday after the close the company released preliminary FY2015 annual financials for the year ending January 31,2015. Titan usually reports year end numbers in April, so the early release came as a surprise to Wall Street and shares were halted. Tuesday morning the stock traded at a new year to date low @ $11.19.
I blame The company's poor financial condition on GREED AND RELATED PARTY TRANSACTIONS 

Since the Warning 2 years ago,  the S&P500 Index has advanced over 30% while Titan Machiney Shares have declined 60%




  
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Monday, March 9, 2015

Halted: TITAN MACHINERY Pre Announces FY2015...... Disaster

" GAAP net loss attributable to common stockholders for fiscal 2015 is expected to be in the range of $30.9 million to $32.0 million, or $1.48 to $1.53 per diluted share.  vs
Adjusted net income attributable to common stockholders for fiscal 2014 was $16.5 million, or $0.78 per diluted share"

"The Company is working with the lenders in its bank syndicate with respect to its expected noncompliance with the current minimum income before income tax covenant as of the end of its January 31, 2015 fiscal year. "


Board Member Resigns 


Titan Machinery (NASDAQ: TITN) suspiciously traded down 6% today while the overall markets were all higher.
It turns out after the close the company reported a surprise announcement for their year end results which are usually released in April. Upon the release of the preliminary year end results for the FY2015 ending January 31,2015, the stock was halted!

  • 2 of the stores were closed Monday, did any of the employees know? Any of them? Maybe 1 ? 2? who knew before the announcement?






Titan Machinery Inc. Announces Preliminary Results for Fiscal Fourth Quarter and Full Year Ended January 31, 2015 
  •   revenue is expected to be approximately $1.90 billion compared to $2.23 billion last year
  •  FY2016 Agriculture Sales expected to decline 20-25%
March 9,2015 4:09pm 8K filing with Securites & Exchange Commission

ALL  Archives

Most Over Priced Stock in Market

 

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Wednesday, December 10, 2014

$TITN LOWERS FULL YEAR EPS GUIDANCE to Loss Per Share ($0.02) to ($0.23).

Titan Machinery Inc. Announces Results for Fiscal Third Quarter Ended October 31, 2014

 



CLICK TO Archives
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Saturday, August 16, 2014

Titan Machinery Bond Hits New YTD Low

Stock: (Stock Research)
Titan Machinery (NASDAQ: TITN) closed yesterday at $13.34 on volume of 140,000 shares. The last time the stock traded this low was on July 22,2010 when it closed @ $13.54.
Titan Machinery FY2014 annual report (10K) .

  •  FY 2014 Net Income declined 79% from $42 million in FY 2013 to $8.8 million for FY 2014.
  •  April 10th announced the closing of 7 construction stores and 1 agriculture location.

Bond:
Titan Machinery (NASDAQ: TITN)
Convertible Bond 3.75%  Maturity:2019.
Closed Week:  $83.19 w 8.11% yield.

Date of Offering : April 18,2012 
Amount of Debt: $150 million Convertible

** Recent Amendments To $150 million indenture

Amendment #3

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.



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.
Amendment #2





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.


Amendment #1
  • 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.


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