Item 5. Other Information
ITEM 5. OTHER INFORMATION
(a) On December 6, 2023, the Company entered into a letter agreement with CNH Industrial Capital America LLC (the “Letter Agreement”) to increase the credit limits under the terms of the Company’s Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007, between CNH Industrial Capital America LLC and the Company, as amended, and the Inventory Finance Agreement dated December 17, 2018, between CNH Industrial Capital Australia PTY Limited and J.J. O’Connor & Sons Pty Ltd. The Letter Agreement increases (i) the Company’s total U.S. wholesale floor plan credit limit to USD $590.0 million; and (ii) the Company’s total Australian floor plan credit limit to USD $140.0 million. The foregoing description of the Letter Agreement is qualified in its entirety by reference to the complete text of the Letter Agreement, a copy of which is filed as Exhibit 10.4 hereto and is incorporated herein by reference
(c) During the fiscal quarter ended October 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS
Exhibits - See “Exhibit Index” on page immediately prior to signatures.
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EXHIBIT INDEX
TITAN MACHINERY INC.
FORM 10-Q
No. Description
10.1
Amendment dated October 17, 2023, to the Amended and Restated Employment Agreement, between David Meyer and the Company.
10.2
Executive Employment Agreement, dated October 17, 2023, by and between Bryan J. Knutson and the Company.
10.3
Inventory Finance Agreement, dated December 17, 2018, between CNH Industrial Capital Australia Pty Limited and J.J. O'Connor & Sons Pty Ltd.
10.4
Letter Agreement regarding Wholesale Floor Plan Credit Facilities, dated December 6, 2023, between CNH Industrial Capital America LLC and the Company.
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended October 31, 2023, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: December 7, 2023
TITAN MACHINERY INC.
By /s/ Robert Larsen
Robert Larsen
Chief Financial Officer
(Principal Financial Officer)
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