Posts Tagged ‘SEC filings’

Petland is a private company

March 21, 2009

I’ve been wondering about how all this bad publicity has affected Petland.  I wondered if the recently filed lawsuit sank the stock and how they positioned these attacks against them in their SEC filings.   I looked the company up and I’m not surprised to discover that they are a private company, not required to make disclosures or hold annual shareholder meetings and the like.   I don’t think they could have taken such a belligerent, defensive stand if they were public.

Boo-hoo Marlboro man

January 4, 2009

Philip Morris International isn’t very happy about the World Health Organization’s Framework Convention for Tobacco Control.  But in their 2nd quarter 10-Q, SEC filing they pretend they are; saying that they are in agreement with much of the Framework’s regulatory goals but, “the extreme applications” of the treaty provisions “may adversely affect our business, volume…cash flows and financial positions.”  However, in their 3rd quarter filing, the language about their business woes is strangely missing.

Why is that?  Did they think investors might not feel good about themselves  if they have to choose between stronger regulations equals fewer tobacco-related deaths vs. stronger regulations equals lower Philip Morris profits?  Shame on those SEC report writers!  Gloss, distract and obscure; those are the writing skills required for that job.

Dell Computer Litigation: IP issues

November 26, 2008

A review of Dell’s legal proceedings in its most recent 10-Q, shows that IP issues loom large.  There is also shareholder derivative suits but without reviewing the underlying litigation, I can’t determine the business relevance.  However, there are two other suits they mention that do raise questions about their business.

One involves a copyright issue in Germany that Dell is contesting where the government wants to impose a levy on equipment that facilitates making private copyrights of materials.  Could this be an issue for Dell elsewhere?  What about the EU?  Asia? 

The second involves a patent dispute with Lucent Technologies and while in the 10-Q, Dell paints a rosy picture of the likely outcome, they had set aside $55 million for indemity purposes growing out of this dispute which also involves Microsoft.  The issue this raises for me is one of innovation.  Is Dell on the front lines of new technology or more interest in “borrowing” that which has already been developed?

Dell’s latest 10-Q

Does Bailout Require Bank Execs to Forego Parachutes?

November 1, 2008
Got me my $$

Got me my $$

Its unclear.  According to this post at, banks aren’t consistent in how they disclose the terms of the agreements they are making with the feds.  Recently, only Bank of New York Mellon has been explicit about swearing off golden parachutes.  This point relates to a topic I’ve wanted to blog about regarding SEC disclosures…(coming soon!)

Medical Necessity or Rip U Off But Good?

October 23, 2008

Arthocare, a provider of “internationally patented Coblation® technology” allegedly decided to use physicians and personal injury attorneys in a scam to over prescribed their medical products according to a complaint filed in Travis County Texas.  Tricky business this.  Arthocare allegedly created a company, Discocare that fraudently would purchase product from Arthocare.  Allegedly when news of the scheme came to light, Arthocare purchased Discocare for $25 million to hide the scam.

But the claims in the suit are actually about the company directors and executives filing false and misleading financial statements which had artificially boosted the stock price but when the alleged claim was discovered, the stock price sank and ultimately NASDAQ delisted Arthocare. 

All of that is juicy but there is also a tip here as well.  If you look at the disclosure about the lawsuit in the most recent 10-Q, its buried in a footnote and while the information about the filing is accurate, it omitts the actual claim regarding the fraud and only discloses that “financial results were materially overstated during this time period.”  Now that may not technically be misleading but it certainly doesn’t capture the true significance of the claims.  Frequently litigation mentioned n SEC disclosures are sugar-coated and prove meaningless to investors.  Perhaps the lesson here is make sure you independently review a company’s litigation record before proceeding.

Foreclosure Aid From Your New Employer

October 22, 2008

Well, that would be if you were a CFO and your name was Dennis V. Arriola and you were leaving Sempra and coming to Sunpower.   This was found in Sunpower’s recent 8-K.  BTW, an 8k is a public disclosure that the board thinks is material to the shareholders.  Thanks!