Stock Market Capitalization of the 50 Largest American Companies-Iweblists
Showing posts with label Wells Fargo. Show all posts
Showing posts with label Wells Fargo. Show all posts
Wednesday, January 2, 2019
Saturday, November 28, 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.
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
(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
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.
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
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
Wednesday, June 3, 2015
TITAN Asks Shareholders To Appoint Resigning CoFounder To Vote Shares
Titan Machinery filed a DEF 14 A proxy with the Securities and Exchange Commission on May 7,2015 requesting shareholders to appoint Peter Christenson to vote their shares in the form of a proxy card at the June 4,2015 shareholder meeting.
Proxy were then sent to shareholders.
President Christianson told a reporter earlier this month that he would not be able to comment on "why" he is stepping down nor "who" would be replacing him because the company is in a "quiet period" until 1st quarter financials get released on May 28,2015 at which time the company would comment.
May 28, TITAN REPORTED a Q1 loss of ($0.29) eps but never made mention of who new president will be or any explanation as to why Christianson was stepping down.
ON May 7th the company disclosed that Christianson would be president and after proxy was filed, he announced his resignation.
There is no disclosure stating that the DEF 14 A proxy has changed and not sure how shareholders woill be informed of the changes.
Titan Machinery still has not filed a 10Q with the SEC for Q1. Although numbers have been released it is important for 10Q disclosure to be released because the company has included 4 footnotes in each of its last 4 consecutive filings with Amendments to a $150 million convertible indenture with Wells Fargo.
TITAN did file 9 form 4s with the SEC this afternoon granting the 9 directors with 88,000 shares of stock as a reward for the company losing $31 million for its most recent FY2015 year ending January 31,2015.
Proxy were then sent to shareholders.
On May 11,2015 an 8K was filed with SEC disclosing that Co Founder, Peter Christianson, would be stepping down as president of the company at the shareholder meeting and he will no longer be a member of the board of directors.
President Christianson told a reporter earlier this month that he would not be able to comment on "why" he is stepping down nor "who" would be replacing him because the company is in a "quiet period" until 1st quarter financials get released on May 28,2015 at which time the company would comment.
May 28, TITAN REPORTED a Q1 loss of ($0.29) eps but never made mention of who new president will be or any explanation as to why Christianson was stepping down.
ON May 7th the company disclosed that Christianson would be president and after proxy was filed, he announced his resignation.
There is no disclosure stating that the DEF 14 A proxy has changed and not sure how shareholders woill be informed of the changes.
Titan Machinery still has not filed a 10Q with the SEC for Q1. Although numbers have been released it is important for 10Q disclosure to be released because the company has included 4 footnotes in each of its last 4 consecutive filings with Amendments to a $150 million convertible indenture with Wells Fargo.
TITAN did file 9 form 4s with the SEC this afternoon granting the 9 directors with 88,000 shares of stock as a reward for the company losing $31 million for its most recent FY2015 year ending January 31,2015.
Thursday, May 21, 2015
Will Securities and Exchange Commission Comment On Another Titan Proxy?
Friday, May 29, 2015
CoFounder Resigns as President Without Any Replacement In Sight
Wednesday, May 27, 2015
TITAN MISSED FY2015 EPS GUIDANCE BY $62 Million
Tuesday, May 12, 2015
Titan Machinery President to Step Down and Resign as Director
Sunday, May 17, 2015
TITAN BONDS UP 21% After 6th Amendment
***May 12,2015 Titan Machinery President to Step Down and Resign as Director
Titan Machinery (NASDAQ: TITN) $150 million convertible note (Feb. 2019) traded at an all time low on March 13,2015 @ $66.50 yielding 14.88% as the company's fundamentals have deteriorated in recent years.
Titan's Bonds have since jumped 21% and closed yesterday above $80.
ATTACHED Is the Original Convertible Note with All 6 Amendments Added in Different Colored Fonts. (282 of Pages of NOTES/DELETIONS/Replacements) Good Luck Figuring it out)
SEC NEEDS TO MAKE BOND DISCLOSURE INVESTOR FRIENDLY.
Investors shouldn't need a Philadelphia Lawyer to Figure Out the Terms of this Note.
n Machinery Announces Management Chang
Titan Machinery (NASDAQ: TITN) $150 million convertible note (Feb. 2019) traded at an all time low on March 13,2015 @ $66.50 yielding 14.88% as the company's fundamentals have deteriorated in recent years.
- In March the company announced that they expected to be in non compliance of the covenants in the $150 million convertible note with Wells Fargo. The company said the terms of the note require the Company to earn a minimum net income for the FY2015 period that ended as of January 31,2015.
Titan's Bonds have since jumped 21% and closed yesterday above $80.
ATTACHED Is the Original Convertible Note with All 6 Amendments Added in Different Colored Fonts. (282 of Pages of NOTES/DELETIONS/Replacements) Good Luck Figuring it out)
SEC NEEDS TO MAKE BOND DISCLOSURE INVESTOR FRIENDLY.
Investors shouldn't need a Philadelphia Lawyer to Figure Out the Terms of this Note.
Tuesday, April 21, 2015
Yahoo Message Board Won't Allow This Post
Every so often I read the Yahoo Finance message board on different stocks that I am following.
A handful of times over the years I have even posted my own comment under certain tickers.
A month ago I posted a comment in the message board for Titan Machinery regarding their bond disclosure and weak fundamentals and after 1 day the post was removed by the administrator.
Yesterday I added another comment to the Yahoo message under the Titan ticker and it was removed by last night. I didn't save the previous comment that I made a month ago, but I did save the comment that I posted yesterday.
April 20,2015 MY post that was removed on the yahoo message board under ticker TITN
A handful of times over the years I have even posted my own comment under certain tickers.
A month ago I posted a comment in the message board for Titan Machinery regarding their bond disclosure and weak fundamentals and after 1 day the post was removed by the administrator.
Yesterday I added another comment to the Yahoo message under the Titan ticker and it was removed by last night. I didn't save the previous comment that I made a month ago, but I did save the comment that I posted yesterday.
April 20,2015 MY post that was removed on the yahoo message board under ticker TITN
The Definitive 14A proxy statement will be filed any day now. There you will find more disclosure than what is in the annual report.
Also Agricredit and Wells Fargo both reduced their available Floorplan lines of credit to TITN by a total of $100 million. SO they will have less borrowing power in future.
With so much less inventory it will be harder for them to produce sales. They are already simply a reseller and are finding it nearly impossible to compete with the manufacturers CAT , DE and CNHI.
Also, don't lose track that this is just an all around horrible business.
ON $1.9 billion in sales the income from operations was $723,000.
0.00038% operation income/total revenue) how horrible can you get?
Prior years they only paid interest on approx 50% of inventory now they pay interest on nearly 75%
the list goes on and on....the tricks wells fargo plays with the covenant amendments is out of hand. 6 amendments. 4 in last 12 months. Bondholders who sold those bonds under $70 must be fuming. Had those bondholders known that WFC was going to amend covenants after company was non-compliant they may not have sold so low.
last time i wrote a message like this it was flagged and deleted. I'll save this one and post it somewhere else just in case the yahoo police flag it again.
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
Friday, March 13, 2015
TITAN BONDS MAKES NEW ALL TIME LOW
Titan Bond (2019) Makes NEW ALL TIME LOW this morning @ $66.50 yield 14.88%
Recent 8K : Board Member to Resign
TITAN MACHINERY (NASDAQ: TITN) warned earlier this week that the company expects to be in non compliance of the covenants in the $150 million convertible note with Wells Fargo. The company says the terms of the note require the Company to earn a minimum net income for the FY2015 period that ended as of January 31,2015.
On Monday the company stated that they expect to lose nearly $32 million for FY2015 when the audited financials get reported on April 15,2015. On July 2,2013 or July 8,2013 (read why date is important here) Deloitte & Touche LLP replaced Eide Bailly LLP, the company's long standing auditor since the company's Initial Public Offering.
A Review of Securities & Exchange Commission's Comments regarding Titan Machinery Disclosure
Technically " on way to Head and Shoulders target below", greg harmon
$TITN chart: @stockpicker908 Working through prior consolidation area . http://t.co/D7Fy58CTtN
— Greg Harmon, CMT (@harmongreg) March 13, 2015
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."
- Amendment 5 Wells Fargo $150 million note (Dec 2014)
- Adjustment to $450 million Floor Plan Debt with CNH(Dec 2014)
- Amendment 4 Wells Fargo note September 2014
- Amendment 3 Wells Fargo note April 2014
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%
Friday, December 12, 2014
After the close: William Blair Analysts Lowers Price Target on Titan to $10
Titan Machinery (NASDAQ: TITN) closed yesterday at a new 5 year low @ $11.75.
Titan Machinery $150 million convertible note closed at an all time low @ $72.38 w 12.03% yield.
Since the Equities Research Warning on February 1,2013 shares of Titan @ $29.07, the stock has declined 60% while the Standard & Poors 500 Index has advanced 33%. (source: bigchart.com)
Titan filed their FY2015 3rd Quarter 10Q for the period ending October 31,2014 on Wednesday. Included in the SEC disclosure were two footnotes:
After the close yesterday William Blair Analyst lowered Price target on Titan from $12 to $10.
Pre-market yesterday analyst at Stephens lowered Price Target on Titan.
From 10Q
Titan Machinery $150 million convertible note closed at an all time low @ $72.38 w 12.03% yield.
Since the Equities Research Warning on February 1,2013 shares of Titan @ $29.07, the stock has declined 60% while the Standard & Poors 500 Index has advanced 33%. (source: bigchart.com)
Titan filed their FY2015 3rd Quarter 10Q for the period ending October 31,2014 on Wednesday. Included in the SEC disclosure were two footnotes:
- 10.1 footnote 5th Amendment to the Wells Fargo $150 million convertible note
- 10.2 footnote adjusted covenants Floor Plan debt with CNH Industrial Financing.$450 million
After the close yesterday William Blair Analyst lowered Price target on Titan from $12 to $10.
Pre-market yesterday analyst at Stephens lowered Price Target on Titan.
Wednesday, December 10, 2014
$TITN LOWERS FULL YEAR EPS GUIDANCE to Loss Per Share ($0.02) to ($0.23).
From 10Q
NOTE 4—LINES OF CREDIT / FLOORPLAN PAYABLE
Floorplan Lines of Credit
Floorplan
payable balances reflect the amount owed for new equipment inventory
purchased from a manufacturer and for used equipment inventory, which is
primarily purchased through trade-in on equipment sales. Certain of the
manufacturers from which the Company purchases new equipment inventory
offer financing on these purchases, either offered directly from the
manufacturer or through the manufacturers’ captive finance subsidiaries.
CNH Industrial America LLC's captive finance subsidiary, CNH Industrial
Capital America LLC ("CNH Industrial Capital"), also provides financing
of used equipment inventory. The Company also has floorplan payable
balances with non-manufacturer lenders for new and used equipment
inventory. Changes in manufacturer floorplan payable are reported as
operating cash flows and changes in non-manufacturer floorplan payable
are reported as financing cash flows in the Company's consolidated
statements of cash flows.
As of October 31, 2014, the Company had discretionary floorplan lines of credit for equipment inventory purchases totaling approximately $1.16 billion, which includes a $350.0 million Floorplan Payable Line with a group of banks led by Wells Fargo Bank, National Association ("Wells Fargo"), a $450.0 million credit facility with CNH Industrial Capital, a $225.0 million credit facility with Agricredit Acceptance LLC and the U.S. dollar equivalent of $135.0 million
in credit facilities related to our foreign subsidiaries. Floorplan
payables relating to these credit facilities totaled approximately $696.9 million of the total floorplan payable balance of $761.2 million outstanding as of October 31, 2014 and $692.8 million of the total floorplan payable balance of $750.5 million outstanding as of January 31, 2014. As of October 31, 2014, the Company had approximately $411.7 million
in available borrowings remaining under these lines of credit (net of
adjustments based on borrowing base calculations and standby letters of
credit under the Wells Fargo credit agreement, and rental fleet
financing and other acquisition-related financing arrangements under the
CNH Industrial Capital credit agreement). The U.S. floorplan payables
carried various interest rates primarily ranging from 2.78% to 4.98%, and the foreign floorplan payables carried various interest rates primarily ranging from 1.59% to 10.50%, as of October 31, 2014.
Effective
October 31, 2014, the Company amended its credit facility with Wells
Fargo. The amendment, among other things, replaced the consolidated net
income financial covenant with a minimum consolidated income before
income taxes
10
covenant,
calculated as the income before income taxes for the last four
quarters, adjusted for certain impairment charges, realignment charges,
and foreign currency remeasurement losses resulting from a devaluation
of the Ukrainian hryvnia. The minimum income before income tax covenant
is $10.0 million for the four quarter period ended October 31, 2014, $5.0 million for the period ended January 31, 2015, $6.0 million for each of the two periods ended April 30, 2015 and July 31, 2015, $10.0 million for each of the two periods ended October 31, 2015 and January 31, 2016, and $15.0 million
for each period thereafter. The amendment also modified certain
borrowing base advance rates and changed the interest rate margin from 1.5% to 2.625% to 1.5% to 2.875% per annum.
Effective
October 31, 2014, the Company also amended its credit facility with CNH
Industrial Capital. The amendment, amongst other things, replaced the
minimum debt service ratio financial covenant with a minimum fixed
charge coverage ratio financial covenant of not less than 1.25:1.00, and added or modified related definitions.
Working Capital Line of Credit
As of October 31, 2014, the Company had a $112.5 million working capital line of credit under the credit facility with Wells Fargo. The Company had $75.6 million and $47.8 million outstanding on its working capital line of credit as of October 31, 2014 and January 31, 2014,
respectively. Amounts outstanding are recorded as long-term debt,
within long-term liabilities on the consolidated balance sheets, as the
Company does not have an obligation to repay amounts borrowed within one
year.
NOTE 5—SENIOR CONVERTIBLE NOTES
The Company’s 3.75% Senior Convertible Notes issued on April 24, 2012 (“Convertible Notes”) consisted of the following:
October 31, 2014
|
January 31, 2014
| ||||||
(in thousands except conversion
rate and conversion price)
| |||||||
Principal value
|
$
|
150,000
|
$
|
150,000
| |||
Unamortized debt discount
|
(18,544
|
)
|
(21,107
|
)
| |||
Carrying value of senior convertible notes
|
$
|
131,456
|
$
|
128,893
| |||
Carrying value of equity component, net of deferred taxes
|
$
|
15,546
|
$
|
15,546
| |||
Conversion rate (shares of common stock per $1,000 principal amount of notes)
|
23.1626
| ||||||
Conversion price (per share of common stock)
|
$
|
43.17
| |||||
The Company recognized interest expense associated with its Senior Convertible Notes as follows:
Three Months Ended October 31,
|
Nine Months Ended October 31,
| ||||||||||||||
2014
|
2013
|
2014
|
2013
| ||||||||||||
(in thousands)
|
(in thousands)
| ||||||||||||||
Cash Interest Expense
| |||||||||||||||
Coupon interest expense
|
$
|
1,406
|
$
|
1,406
|
$
|
4,219
|
$
|
4,219
| |||||||
Noncash Interest Expense
| |||||||||||||||
Amortization of debt discount
|
864
|
806
|
2,563
|
2,392
| |||||||||||
Amortization of transaction costs
|
135
|
131
|
402
|
391
| |||||||||||
$
|
2,405
|
$
|
2,343
|
$
|
7,184
|
$
|
7,002
| ||||||||
As of October 31, 2014, the unamortized debt discount will be amortized over a remaining period of approximately 4.5 years. As of October 31, 2014 and January 31, 2014,
the if-converted value of the Senior Convertible Notes does not exceed
the principal balance. The effective interest rate of the liability
component was equal to 7.0% for each of the statements of operations periods presented.
Tuesday, September 9, 2014
Tuesday, August 26, 2014
DANGER: Titan Machinery Bond Hits ALL TIME LOW....****Alert
*****ALERT.....*****ALERT....the end of Titan Machinery is rapidly approaching.
Titan Machinery Convertible Indenture (2019) hit a NEW all time low yesterday @ $79.00 yield 9.39%
Titan Machinery will be reporting FY2015 2nd quarter financials for the period ending July 31,2014 withing the next month.
#bearish
Bond:
Titan Machinery (NASDAQ: TITN)
Convertible Bond 3.75% Maturity:2019.
Closed Yesterday: $79.00 w 9.39% yield.
Stock: (Stock Research)
Titan Machinery (NASDAQ: TITN) closed yesterday at $13.65 on volume of 120,358 shares. The stock has closed below $14 for the ninth consecutive session.
Titan Machinery FY2014 annual report (10K) .
Titan Machinery Convertible Indenture (2019) hit a NEW all time low yesterday @ $79.00 yield 9.39%
Titan Machinery will be reporting FY2015 2nd quarter financials for the period ending July 31,2014 withing the next month.
#bearish
Bond:
Titan Machinery (NASDAQ: TITN)
Convertible Bond 3.75% Maturity:2019.
Closed Yesterday: $79.00 w 9.39% yield.
Date of Offering : April 18,2012
Amount of Debt: $150 million Convertible
Stock: (Stock Research)
Titan Machinery (NASDAQ: TITN) closed yesterday at $13.65 on volume of 120,358 shares. The stock has closed below $14 for the ninth consecutive session.
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
TITN 2 year chart vs. S&P500 (source: BigCharts )
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) .
Bond:
Titan Machinery (NASDAQ: TITN)
Convertible Bond 3.75% Maturity:2019.
Closed Week: $83.19 w 8.11% yield.
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.
Amendment #2
Amendment #1
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
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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