Morningstar ®

Footnoted is now part of Morningstar

  Text Size:   A A A

Friday, Feb 3, 2012 at 11:12 am by Theo Francis
A Super Bowl for more than players & advertisers…

Game day is almost here, and thanks to the Super Bowl advertising sweepstakes, the event is probably as big a deal for corporate America as it is for sports fans. But a stroll through companies’ public disclosures shows that the Super Bowl looms large for executives and companies in other ways as well.

Television networks and station owners, of course, are full of references to the big game, either because they scored big with advertising sales in years when they carried it, or because they’re missing revenues from previous years in which they did. And for other reasons: As of last November, CBS (CBSA) was still disclosing the impact of Janet Jackson’s 2004 halftime-show wardrobe malfunction (an initial $550,000 forfeiture levied against the company by the Federal Communications Commission was vacated by the Third Circuit Court of Appeals, and the FCC has sought Supreme Court review).

Advertisers, too, care a lot as well, and it isn’t all about image. In an earnings release it filed with an 8-K on Tuesday, Chrysler cited last year’s game when mentioning an eight-fold increase in January sales of its Chrysler 200 vehicle, “nearly a year after appearing in the Imported from Detroit Super Bowl commercial.”

But executives also get in on the game, quite literally, when the companies they run buy them tickets to the big event. Most are pretty circumspect when talking about giving executives free tickets to big events — we see far more references to perks of generic “sporting event” tickets or “sports tickets.” Apollo Group (APOL), the big for-profit education company, has no such qualms, as we footnoted early last month.

The company has the naming rights agreement for the Arizona Cardinals’ stadium, giving them some benefits that are paying off now, according to the company’s December 28 proxy. That includes “fully-paid expenses (transportation, food and lodging) to the Super Bowl and NFL Pro Bowl each year for up to 4 guests per trip, a specified number of tickets to each Super Bowl held at the stadium and the right to buy a fixed number of additional tickets to each Super Bowl held at the stadium and up to a specified number of seats to Super Bowls held at other locations.”

As we said, most disclosures about sports-ticket perks are vaguer. Penske Automotive Group, Inc. (PAG) filed a proxy in March, 2011 showing that it provided “personal use of sporting event tickets” to at least a couple of its named executive officers. So did Universal Health Services, Inc. (UHS), which disclosed in its April, 2011 proxy that:

“From time to time, we make tickets to cultural and sporting events available to our employees, including our named executive officers, for business purposes. If not utilized for business purposes, the tickets are made available to our employees, including our named executive officers, for personal use.”

Advertisement

Other references in the filings are more oblique, but can still be illuminating. Groupon (GRPN) even got into the act in some of its many amended registration statements (S-1/A filings) last fall as it prepared for its IPO. In it, the electronic coupon company quotes an August 25 email to employees from its chief executive, in which he defends a dubious (and controversial) performance measurement, and in passing makes reference to the “reason we didn’t realize everyone in the world would hate our Superbowl ad…” (Last year, of course, Groupon tried to pull a Monster.com with a cheeky Superbowl ad debut, and instead ran three ads that fizzled, one of which was widely seen as mocking Tibetans for being poor and dominated by China.)

Some filings give an insight into ordinary working conditions at some companies: A collective bargaining contract included as an exhibit to the 10-Q that Republic Airways (RJET) filed on November 9 elevates the sporting event to the status of Christmas for some personnel purposes, noting that “During a period (e.g., Christmas Holidays, Superbowl weekend) when all Flight Attendants are required to present a doctor’s note for sick calls, prior notice will be given” before the restriction is put in place.

And of course, a few companies are just bragging: For some time now, truck-maker Oshkosh (OSK) has been saying in the Business section of its 10-K filings that the the company’s television-news trucks “have been used to broadcast the NFL Superbowl, the FIFA World Cup and the Olympics.”

Similarly, a couple of companies are boasting about directors’ roles on this year’s Super Bowl host committee. Nike (NKE) noted in its July 26 proxy that director John C. Lechleiter, who’s on the board because of “his operational executive experience and his knowledge of science, marketing, management, and international business,” was on the 2012 Indianapolis Super Bowl Host Committee, and tiny Pantry Inc. (PTRY) notes the same for director Mark D. Miles, who is deeply involved in a number of Indiana organizations and is the host committee’s chairman.

We’re not sure if these mentions tie into the SEC’s relatively recent requirement that companies lay out their board members’ business qualifications — a host committee has a lot to do in a short time, after all — or if it’s more just a way of recognizing an honor.

So as you settle back with your cold beer and 32-layer dip to watch the game (or maybe to read a good book in the next room instead), give a thought to the poor securities lawyers who are going to have to work developments off the field into company filings over the next 12 months.

Image source: American Football image via Shutterstock.com

Thursday, Feb 2, 2012 at 10:12 am by Theo Francis
A Choice Hotels check-out gets a little simpler…

Fifteen months ago, we took Choice Hotels (CHH) to task for tearing up a departing executive’s carefully crafted severance terms in favor of an ad-hoc arrangement that the company admitted it wasn’t actually obliged to pay. As it turned out, that executive faced insider trading allegations by the Securities and Exchange Commission a few months later, which she settled without admitting or denying anything.

When it comes to disclosure and executive exits, however, we’d like to think someone over at Choice Hotels was paying attention: An executive vice-president is being shown the door again, and the hotel chain seems to be going more or less by the book. The book, of course, is the severance terms the company’s lawyers had written in advance. The outgoing EVP is Bruce Haase, whose broad portfolio included global brands, marketing and operations, and the executive is going to get pretty much what he was promised.

Not that it’s easy to figure that out. The 8-K that Choice Hotels filed yesterday was a model of brevity, at just under 350 words. Unfortunately, it could probably have been boiled down to just a sentence or so: “Go take a look at his employment agreement, and the amendments attached to the 8-K.”

Wednesday, Feb 1, 2012 at 10:57 am by Sonya Hubbard
Lockheed Martin exec gets a smooth landing…

It’s a time of transition for the folks at Lockheed Martin Corp. (LMT), given the proposed cuts to the defense budget and the resulting possible reduction to the number of F-35 Joint Strike Fighter stealth jets that the Defense Department may order from the company. Yet there’s another transition within the executive ranks, as disclosed by the 8-K filed January 31.

After spending 37 years with Lockheed Martin, Ralph D. Heath, Executive Vice President of the Lockheed Martin Aeronautics Company, is ready to retire. Heath has served in that role since January, 2005 and – based on the information in the 10-K filed in February, 2011 – is (or soon will be) 63 years old. Although his official date to step down as the Executive VP of Aeronautics is April 1, Heath agreed to keep working as an Executive Vice President until April 30, reporting to President and Chief Operating Officer Christopher E. Kubasik during that last month. Accordingly, his official retirement date is set for May 1.

Between now and then, Heath will continue to earn his salary (calculated at $63,333 a month, or $760,000 per year) and benefits. But after May 1 he is set to get a nice check from the company and a consulting agreement, described in the filing as follows:

Tuesday, Jan 31, 2012 at 10:49 am by Theo Francis
Fearing unfounded rumors: Jefferies isn’t alone…

Are unfounded rumors getting worse, or are companies just more inclined to blame them for their woes?

We began to wonder about this after reading a new risk-factor disclosure from Jefferies Group (JEF), included in the 10-K the company filed on Friday. Here’s the relevant excerpt (emphasis in the original):

Unfounded allegations about us could result in extreme price volatility and price declines in our securities and loss of revenue, clients, and employees.

In November 2011, we became the subject of unfounded allegations and false rumors, including among others those relating to our exposure to European sovereign debt. Despite the fact that we were able to dispel such rumors, both our stock and bond prices were significantly impacted. Our common stock suffered a 20% sell-off in minutes and, consequently, its trading was temporarily suspended, and our debt-securities prices suffered not only extreme volatility but also record high yields. In addition, our operations were impacted as some clients either ceased doing business or temporarily slowed down the level of business they do, thereby decreasing our revenue stream. Although we were able to reverse the negative impact of such unfounded allegations and false rumors, there is no assurance that we will be able to do so successfully in the future and our potential failure to do so could have a material adverse effect on our business, financial condition and liquidity.”

Now, in the case of Jefferies, to judge from reports from DealBookBloomberg News and elsewhere, it looks like the November sell-off was a mini panic, soon after MF Global succumbed to fears about its European debt exposure. We can’t help but notice that the plunge referred to in DealBook was nearly a month before the end-of-November period at which Jefferies now says it had a net short position in European sovereign debt. Nonetheless, it’s clear there was a real flurry of concern, however poorly founded.

Monday, Jan 30, 2012 at 10:51 am by Sonya Hubbard
Wal-Mart puts those pinched pennies to use…

Die-hard fans of Wal-Mart Stores, Inc. (WMT) may still be reeling from last Friday’s news that the retail giant is moving its iconic greeters to further inside the store, where they can help customers or direct them to shorter check-out lines — breaking with a 30-year tradition started by the store’s founder, Sam Walton. By making the move, Wal-Mart hopes to improve its profit margins and same store sales; in essence, though, the greeter has become just another associate.

Pinching pennies at the front door may actually be helpful for the company, however, given the significant cash that Wal-Mart has promised to pony up to a couple of  executives, according to an 8-K filed January 25.

One such executive is Rosalind G. Brewer, who was promoted into the role of president and CEO of Sam’s Clubs and will start her job on February 1 with a base salary of $800,000. She won’t have an employment agreement, but the 8-K revealed that her target cash bonus under the Management Incentive Plan (MIP) for the next fiscal year is set at 160% of her base salary, or $1.28 million, and she could get as much as $1.6 million.

Journalists are welcome to use the information contained in this site as long as they credit www.footnoted.com