It’s the most blunderful time of the year. Strap in for the second annual edition of the Rocky Awards: Bedrock AI’s celebration of the most cursed and cringeworthy corporate mishaps in 2022.
Featuring industry sweethearts like DWAC a.ka. the Trump SPAC, Twitter, Macy’s, and Leggatt & Platt, nobody in this year’s star-studded cast gets off scot-free.
Awarded to the company with the most egregiously late SEC filings.
Winner: Digital World Acquisition Corp ($DWAC) a.k.a. the Trump SPAC - who filed ZERO quarterly or annual reports on time this year.
DWAC is the special purpose acquisition company (SPAC) that was supposed to take Truth Social public. That hasn’t been going super well for them due to…where the @*$% do we start? There’s an ongoing SEC investigation and a FINRA inquiry, for starters. To view more DWAC red flags and track their progress, sign up for Bedrock AI.
In addition to being unable to consummate the intended merger, DWAC was also incapable of reporting on time. The SEC requires public companies to file quarterly reports (10-Qs and 10-Ks) on a deadline, a requirement that DWAC didn’t quite meet.
DWAC didn’t have a very good excuse for filing late. Their explanations looked like this:
“The Registrant is unable to file its Form 10-Q for the quarterly period ended September 30, 2022 within the prescribed time period without unreasonable effort or expense because additional time is needed to prepare the financial statements for the quarterly period ended September 30, 2022.”
Wait so it’s not on time because you need more time?
Runner up: Runner up: Dentsply Sirona Inc ($XRAY), an American dental equipment manufacturer, filed three of their 4 quarterly reports late this year due to an internal investigation into financial reporting. The investigation was related to allegations that the company’s former CEO and CFO, Don Casey and Jorge Gomez, inappropriately used incentives to sell products to distributors.
The internal investigation ALSO led to the discovery of accounting problems with Dentsply ’s China operations, resulting in accounting restatements.
The scandal doesn’t end there, because of the allegations against the former CFO, Jorge Gomez, he only lasted 1 day as CFO in his next gig at Moderna.
Juiciest Boardroom Drama
Awarded to the company with the most insane boardroom antics illustrated through SEC filings
Winner: Twitter ($TWTR) for its controversial and unconventional acquisition by Elon Musk
Who could possibly outshine Elon when it comes to corporate drama? We all know what SEC really stands for, after all.
Elon has been investigated by the SEC and accused of securities fraud multiple times now. His acquisition of Twitter took his antics to the next level. The absurdity of the Twitter acquisition has been in and out of the news all year. Highlights include very sloppy SEC filings from Elon and a lot of screenshotted tweets included in Twittter’s less sloppy filings. Here’s the timeline in brief:
Elon snatched up just over 9% of Twitter shares. Musk filed a Schedule 13G with the SEC on April 4 as part of his share purchase, stating that he made these purchases on March 14.
The SEC immediately responded with this comment letter; questioning why he submitted the Schedule 13G so late (you’re supposed to file within 10 days of the transaction), and why he filed a 13G instead of a 13D.
Shortly after his shopping spree, Twitter invited Elon to become a member of the board. However, as disclosed in a Form 8-K, he declined to join. Later in April, Elon announced he was purchasing Twitter at $54.20 per share – approximately $44 billion all told – to which Twitter’s board agreed.
Channeling some profound #instantregret, Elon shortly began to backpedal. His $54.20 per share deal wasn’t looking so hot anymore, so on May 13, he declared he was putting the deal on hold. He said it would remain on ice until he got additional information about the number of spam accounts.
During this frenzy, Twitter’s former CEO rattled off a series of tweets trying to reestablish calm. These tweets were screenshotted and summarized in a Schedule 14A SEC filing. Very soon after another Schedule 14A was filed with a screenshot of Twitter’s former chairman quote tweeting Elon Musk. Of course, any SEC filings involving Elon require a lot of embedded tweets. Like this one....
Eventually, a Proxy Statement was filed on May 17 outlining Elon’s upcoming acquisition of Twitter. BUT that very same day, Elon tweeted that the deal “cannot move forward” due to further disputes regarding fake and spam accounts.
The SEC challenged Elon again, stating that although Musk publicly stated his intentions to suspend the transaction, he failed to amend his Schedule 13D to reflect this apparent material change. Sloppy, Elon, sloppy.
On July 8th, Twitter received notice from Elon of his intention to renege on the acquisition. A tense and ridiculous legal battle followed.
Finally, Elon conceded. Womp womp.
On October 27, Elon Musk officially consummated the deal to acquire Twitter, making it a private company. Rather than letting the drama stop there, Elon then fired most of Twitter’s executives, refused to pay them severance, and pushed out most of the staff.
Goodbye Twitter SEC filings, we’ll miss you.
Awarded to the company with the most Form 3, 4, and 5s (insider transaction forms) in 2022.
Winner: Leggett & Platt Inc ($LEG), who filed 378 Form 3, 4, or 5s in 2022.
When executives and directors buy or sell their shares, they must file a Form 3, 4, or 5 (or 144 – but we’ll talk about that in a second) to disclose their activity to the public.
Leggett & Platt announced a comically large number of new equity awards via Form 4 this year.
In addition to the awards, Leggett & Platt’s chairman and two of its directors sold over $1.5M worth of shares. Explore Leggett & Platt on Bedrock AI.
Last year’s winner of this award was ZoomInfo Technologies, a company that was briefly mistaken for Zoom Video Communications and saw a massive spike in trading activity during the early days of the pandemic. Despite Leggett & Platt’s best efforts, ZoomInfo’s 2021 record puts them to shame with 587 insider forms.
This year, we’d also like to add The Anti-Insider Award. Congratulations to Dan Taylor of Wharton, whose research helped prompt the SEC to tighten up insider trading rules. You go, Dan Taylor!
The Secret Insider
Awarded to the company with the most Form 144s (weird insider forms) filed on EDGAR during 2022.
Winner: Macy’s Inc ($M) - with 20 Form 144s available on EDGAR.
It’s a twofer for Macy’s Inc, which won this award both this year and last. Form 144 is similar to other insider trading forms and is used to notify the SEC when an insider or affiliate sells restricted shares.
The SEC had, incredibly, allowed companies to submit Form 144s as PAPER filings. This is insane because it meant that these forms were essentially inaccessible. The SEC has recently come to its senses and is now adopting amendments requiring certain Form 144s to be filed electronically. The SEC is providing a transition period for this new amendment with an official compliance date of April 13, 2023.
Identity Crisis Lifetime Achievement
Awarded to the company with the most name changes of all time.
Winner: FUSS BRANDS CORP ($FBDS) - who changed its name eleven times.
Fuss Brands Corp started out as an internet-based business services company in the 1990s. In the mid-2000s, it morphed into a bio-pharmaceuticals developer, manufacturer, and distributor. This significant change in business model explains (albeit, only partly) why the company witness protection-ed itself so many times.
Although it still files with the SEC, Fuss Brands Corp has been inactive since September 2012.Despite its very long nap, the company’s most recent name change occurred in June 2022, changing from China Botanic Pharmaceutical to Fuss Brands Corp.
Companies that go through names like toilet paper are often trying to cater to market whims, hoping to achieve a share price boost. We dug a little deeper into this topic in That’s not my name - fraud risk and corporate name changes. Clearly, this strategy wasn’t exactly a silver bullet for Fuss Brands Corp, given its dormancy over the last decade.
Other companies who have suffered from identity crisis include FuboTV and Ideanomics, both of which have been targeted by short sellers and class action suits.
Awarded to the company with the most Form 8-Ks (news releases) filed during the year
Winner: News Corp ($NWSA), who filed 187 8-Ks during the year.
Like a corporate scrapbook for shareholders to flip through, public companies must file an 8-K each time there’s a major event: think earnings releases, major transactions, auditor changes, stuff of that sort. For context, Apple filed eight of these forms in 2022, while Meta filed 17.
The runner-up for this year’s Biggest Oversharer Rocky doesn’t even hold a candle to News Corp. Tonix Pharmaceuticals Holding Corp ($TNXP) filed a respectable 65 8-Ks in 2022, which isn’t too far above the second runner-up and third runner-up. Explore Tonix on Bedrock AI.
This chart should illustrate just how bonkers News Corp went this past year.
Sometimes, companies file excessive 8-Ks to manufacture buzz and hype. Last year’s winner was a company called FOMO Worldwide – yes, that kind of FOMO – a failed EV company turned EdTech.
News Corp, on the other hand, had no such tricks up its sleeve. Many of the filings were related to its $1 billion stock repurchase program. This program led to daily stock buybacks, which ran from November 2021 until November 2022. This meant that a Form 8-K had to be filed every day during this period. A backstory about as titillating as the company name itself – c’mon Murdoch, ya boring.
More to come next week in Rocky Awards part 2!
Stay tuned next week for more SEC-related superlatives and insights. Subscribe to our newsletter here - bedrock.substack.com