Titan Machinery: New 6 Year Low and Conditions are Getting Worse

TITAN MACHINERY (NASDAQ:  TITN  $9.18 ) Friday traded at a 6 Year intra day low of $8.92. All time low for TITN is $7.50 set in March 2009.

• 21.5 million shares outstanding
• $200 million market Capitalization
• Revenue for 9 months ending October 31,2015 : $1 Billion 
• Net Income for 9 months ending October 31,2015 : neg -($2.8 million)

DECEMBER 2015 10Q states: 

" a one percentage point decrease in interest rates for the next 12-month period would result in an increase to pre-tax earnings and cash flow of approximately $3.3 million"

TradeCard TITN can be found at CMLVIZ

On December 13,2015 Motley Fool published the following article by author Lee Samaha:

Is the Agricultural Machinery Sector Headed For Trouble in 2016?

"It's getting worseTitan's third-quarter 2016 revenue came in significantly below analyst estimates, with revenue declining 30% and equipment sales down a whopping 37%. Moreover, its updated full-year guidance reflected a weakening in its end markets"

FY2016 3rd Quarter 10Q 

FY2015 3rd Quarter 10Q

My Comment to the Motley Fool Article:

Tom Renna

great work. I also thought it was interesting that Meyer said on conference call that Titan would not be profitable for FY2016 which ends January 31,2016. On September conference call he said they would be profitable for year.

To your point that revenue for Q3 missed analyst estimates, to put a number to that: Analyst estimates called for $416 million in revenue and company came in at $344 million. A $72 million miss (or -17%).

Prior to the Q3 call on december 3,2015, all 7 analysts estimated FY2016 to be profitable with significantly higher revenue estimates. I am curious how much longer it will take for analyst to update their research and estimates for FY2016.

Analyst Feltl estimates still read FY2016 net income estimates of $0.26 EPS, that would be $5.6 million net income. And as mentioned in call, Meyer says there will be NO PROFIT.

Not sure if you noticed this spin by management.

SEE ABOVE CHARTS From FY2016 Q3 and FY2015 Q3 and note CONSTRUCTION REVENUE

In the FY2015 Q3 10Q Titan showed Construction sales of $110m Up from $109m in FY14 Q3 and touted the Q3 improvement vs. Fy 2014 Q3 on December 2014 call.  

In the FY2016 Q3 10Q reported this week the $110 million in construction revenue in the Fy2015 Q3 has now been changed to $98m in FY2016 Q3 10Q.

So on the call and on the investor relations slide presentation they show Construction being lower by 11% using the $98 million revenue figure.
But if TITAN used the $110 million construction revenue number that appears in FY2015 Q3 10Q then Construction Revenue actually declined 21%.

Your point about the service profit margins is perfect. If sales of rental, parts and equipment weren't so horrible, the profit margins would have shrunk for the overall business.

CLIFF NOTES: $35 to $9 

December 5,2015 News Break from FlyOntheWall

09:53 EDT		CAT, TITN, DE, CNHI, AGCO	Titan Machinery inventory cut negative for CNH Industrial, says Wells Fargo Titan Machinery's (TITN) inventory reduction forecast this morning appears negative for CNH Industrial (CNHI), said Wells Fargo, noting that Titan is a large CNH distributor. Titan's results and cautious outlook also have a negative read through for AGCO (AGCO), Deere (DE), and Caterpillar (CAT), according to the firm.

TITAN Reports Q3 , Misses on Revenue and EPS; Lowers Guidance

Titan Machinery (NASDAQ: TITN) reported FY2016 3rd quarter financials this morning.

$TITN Reports Q3 Revenue $344 Million , Misses $416 Milllion Revenue Estimates by $72 Million -17%

https://t.co/AXSs5XAMDy reports $TITN expects loss on an annual basis, despite anticipated improvement in 4t quarter results in fiscal 2016

— tom renna (@StockPicker908) December 3, 2015

$TITN The Company ended the third quarter of fiscal 2016 on Oct 31,2015 with cash of $78.4 million down from $127 million on January 31,2015

— tom renna (@StockPicker908) December 3, 2015

$TITN Pre-tax loss was $3.6 million for the first nine months of fiscal 2016, compared to $1.1 million for the same period last year.

— tom renna (@StockPicker908) December 3, 2015

$TITN Fiscal 2016 First Nine Months Results Revenue $1.03 billion first nine months FY2016 vs $1.41 billion for the same period last year

— tom renna (@StockPicker908) December 3, 2015

$titn Fiscal 2016 Third Quarter Results fiscal 2016, FY2016 Q3 Op Exp 15.5% of rev, $53.5 million, vs14.1% of rev, $69.5m, fy2015 q3

— tom renna (@StockPicker908) December 3, 2015

$titn Fiscal 2016 Third Quarter Results fiscal 2016, revenue was $345.0 million, compared to $493.1 million in the third quarter last year

— tom renna (@StockPicker908) December 3, 2015

Titan Machinery Convertible Notes Close at NEW ALL TIME LOW

Titan Machinery (NASDAQ: TITN: $12.58) reports FY2016 3rd quarter financials on Thursday premarket for the period ending October 31,2015.
(Market capitalization $265 million, PE 160, Debt to EBITDA Ratio 25, Sales -25%, Net Income ttm -$31 million))

A year ago the company reported FY2015 3rd quarter net income of $2.4 million.

In their most recent 10Q filing for FY2016 for the period ending July 31,2015 the company reported net income of $6,000.

BOND $63.61 yield 18.56%

This week the $150 million 3.75% (May 2019 maturity) convertible indenture with Wells Fargo closed a New All Time Low of $63.61 yielding 18.56%.

Bond Risks: Danger of Defaulting on Credit Agreement's 6th Amendment.

Cliff Notes to Equities Research Bear Case



Tweets by @StockPicker908

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

Cliff Notes: Titan Machinery Foot Prints

Since my coverage began on Titan Machinery I have reported so many bizarre events that it is difficult for new followers to bring it all together so I have created this post to shed some light on the concept of my bear case. (there's plenty more to read, note these are just highlights)

• First I'll begin by showing comments here to see what notable reporters like Herb Greenberg and Roddy Boyd have commented on my Titan Machinery reporting.
• SEC Corporate Finance Comment Letters On 3 SEC Filings

• Here's is my Newsletter from February 2013  with my short Call on Titan near $30 a share.

• President's brother is UnderWriter My April 2013 report laying out the most detailed landscape of all the characters and how the house of cards was built. (my most viewed  report ever)

• Company Private Aircraft

• Company admitting to Inflating Assets and Understating Losses (by 50%)

• Golden Parachute (Severance w Founder who resigned Suddenly as President and Director)

• How $6,000 net income in FY2016 Q2 increased market cap by $40 million

• Major Insider Trading! Stock Trades down 6% and after close the Company announces A Warning.

• Chairman Pumping Stock on Jim Cramer CNBC Mad Money before Dumping at highs 30 days later

• Chairman Admitting Company is Non Compliant with $150 Wells Fargo Bond

• Wells Fargo Making 6th Amendment to Bond within 3 years After Company Violates Covenant

• Local Minnesota Brokerage Firm Raises Price target to $20.50 with Unattainable EPS Projection

• Tax Bills Sent to Titan Officer for Outside Entity (Dealer Sites LLC) that Management has an equity interest in that the company increased contracts with from $50 million to $100 million

A Short  Video to listen to while you read or work on something else.

TITN | Stock Price Chart for Titan Machinery Inc

TITN | Stock Price Chart for Titan Machinery Inc


This Roll Up Story is ending.

$TITN Since May, 3 of 8 Directors have resigned including CoFounder. From Jan to July ,2015 Cash fell $127m to $95 million. 25% decline

— tom renna (@StockPicker908) November 3, 2015

$TITN PE 175 and EBITDA to DEBT ratio of 25. FY2016 6 months Revenue FY2016 $687 million down from 6 months Revenue FY2015 $916 million.

— tom renna (@StockPicker908) November 3, 2015

$TITN managements PUT. Sept CC "If cycle trends down . we could see some additional pain, maybe more than last year" https://t.co/vpBff7TUU9

— tom renna (@StockPicker908) October 27, 2015

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.

Titan Machinery Director Resigns Effective Immediately

Titan Machinery Director Resigns Effective Immediately

3 of 8 Directors Since May Have Now Quit, 

Including the CoFounder 

Septemeber 24,2015 8K

Titan Machinery closed yesterday @ $12.09.

Can Titan Machinery Go to Zero? Three Reasons that can drive it to $0.00

Twitter Feed Highlights

Since this Warning near $30 , $TITN still remains the most overpriced stock in the mkt at a PE 170 #EquitiesResearch: http://t.co/tfpNpFFk2z

— tom renna (@StockPicker908) September 24, 2015

$titn titan machinery from Zacks 9/22/15 release: DEBT to EBITDA RATIO = 25 and PE multiple 178

— tom renna (@StockPicker908) September 24, 2015

#Short Pick PE 180 #EquitiesResearch: $TITN Bull case vs. Bear Case . 8 Reasons to be Long and 1000 reasons to short http://t.co/aBXnHYP8Xb

— tom renna (@StockPicker908) September 23, 2015

Institutions "start" to sell $TITN 6 of top 10 sold in Q2 $BLK $FMR #invesco #towle #yost Maybe why it hit $10 http://t.co/Hr7ypfZiLC

— tom renna (@StockPicker908) September 22, 2015

#EquitiesResearch: ZACKS: TITAN Ranks Highest Debt to EBITDA Ratio http://t.co/R0X3FM6QhX

— tom renna (@StockPicker908) September 25, 2015

Titan Machinery Q2 Net Income Of $6,000 Increases Market Capitalization By $40 Million

Titan Machinery (NASDAQ: TITN) reportedFY 2016 2nd quarter financials yesterday morning premarket and shares skyrocketed up 20% for the day closing @ $12.39. ($261 million market capitalization).

Fundamental Highlights (including Archives):

• 9/9/15 Sales Decline 25%
• 9/4/15 Keep Your Eyes on the Numbers
• 9/2/15 Closes at New 70 month low
• 9/1/15 Estimates Range
• 8/28/15 New 66 month Low
• 8/20/15 Playbook: Long Gold, Short Titan,Apple,Stratasys

• 6/9/15 10Q Reveals Errors: Inflated Assets/Understated Losses
• 6/9/15 Founder Jumps Out As President With Golden Parachute
• 6/3/15 Shareholders Asked to Give Proxy Vote to Non Director
• 5/29/15 CoFounder Suddenly Resigns as President
• 5/29/15 Local MN Brokerage Upgrade Creates ShortSqueeze
• 5/27/15 History of Underwritings and Related Party Transactions
• 5/27/15 Hyped Guidance, Misses FY2015 by over $2.00 EPS est
• 5/21/15 Will SEC Comment Again?
• 5/17/2015 Chairman's Speculation Sends Bonds Up 21%
• 5/12/2015 Two Directors Suddenly Resign After $31 million loss

• 4/15/15 FY2015 10K : ($1.51) loss
• 4/9/15 A Warning Cut in Half
• 3/13/15 Bond Makes All Time Low
• 3/9/15 Titan Shares HALTED
• 2/12/15 Unusual Volume with No News, ....again
• 1/14/15 Negative $500 Million Negative Cash Flow

• 12/10/14 Q3 Report

• 4/25/2013 MOST OVERPRICED STOCK IN THE MARKET (leads the league in related party transactions)

What the Pros say about Equities Research

Titan Machinery Closes at New 66 Month Low

February 2013 Warning TITN vs S&P 500 index

source : bigcharts.com

TIP #1 in a,weak economic environment buy a stock that Inflated Assets and Understated Losses $titn http://t.co/GvCRtG7PcN

— tom renna (@StockPicker908) August 25, 2015

TIP #2 BUY a stock that gives guidance that they will earn $1.00 EPS even though 7 mos later report loss ($1.51) eps. http://t.co/FKcnueNitd

— tom renna (@StockPicker908) August 25, 2015

Tip #3 Buy stock after founder resigns from board n steps down as president n co has no president going on 3 mos. http://t.co/poiKl4vXcs

— tom renna (@StockPicker908) August 25, 2015

Tip #4 buy a stock at 170 PE ratio because somebody must know something http://t.co/agyRt7s8BM

— tom renna (@StockPicker908) August 25, 2015

TIP #5 buy stock when Co Founder is chairman of an underwriting firm that does your investment banking http://t.co/ji0dYyYN7s

— tom renna (@StockPicker908) August 25, 2015

TIP #6 BUY stock that has expanded into the #Ukraine the last 2 years because that stock gets a PE over 170 http://t.co/qnxVvitqq8

— tom renna (@StockPicker908) August 25, 2015

TIP #7 Buy Stock that is noncompliant w Debt covenant n gets 6 amendments to terms from banker to keep out of default http://t.co/mggmKtXZtu

— tom renna (@StockPicker908) August 25, 2015

TIP #8 IF you can find 1 stock that can apply to all 7 tips then you are lucky. The 10 mf were lucky n own 85% of one http://t.co/Us1ST6r240

— tom renna (@StockPicker908) August 25, 2015

Best #Short this morning $TITN still PE 188. Stock still up 30% since December. High Debt. Closed stores. Losing $ http://t.co/FKcnueNitd

— tom renna (@StockPicker908) August 24, 2015

How to Pump and Dump: Its in the Guidance! IF you're real slick u can even trick Cramer n go on @MadMoneyOnCNBC $TITN http://t.co/m7eAQpNZcJ

— tom renna (@StockPicker908) August 28, 2015

$cnhi announced 70 layoffs in Grand Island NE. In Feb CNHI 136 layoffs n last aug 238 $TITN disclose in 10K they are largest dealer for cnh

— tom renna (@StockPicker908) August 28, 2015

How to Execute A Short Squeeze! PART II. Give guidance u will earn $1.00 EPS.7 mos later report actual loss ($1.51) http://t.co/FKcnueNitd

— tom renna (@StockPicker908) August 28, 2015

How to Execute A Short Squeeze! PART I "Inflate Assets and Understate Losses n Use #Big4 #Auditor #CPA #Deloitte http://t.co/GvCRtGpq4l

— tom renna (@StockPicker908) August 28, 2015

#Deloitte #CPA #auditor hired by $titn summer 2013. QTR endng April2014 reported inflated assets n Understated Losses http://t.co/GvCRtGpq4l

— tom renna (@StockPicker908) August 28, 2015

$TITN still has not found a President. A Short Story from May. "Titan Reports $31 million Loss n Directors r Exiting" http://t.co/poiKl4vXcs

— tom renna (@StockPicker908) August 28, 2015

$titn biz model: sell equity n borrow $. 2008 IPO raisie approx $60 million.2011 Underwriting apprx $60 million. 2012 $150 million Indenture

— tom renna (@StockPicker908) August 26, 2015

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.

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