Think of yesterday afternoon as a triple witching hour of US corporate disclosure: The final minutes of the final day for many big companies to file their latest quarterly reports—and a Friday afternoon, on top of that.
Any one of those—Friday, late in the day, a quarterly deadline—typically means the Securities and Exchange Commission regulatory agency is hit with an uptick in documents at the virtual service window that accepts electronic filings for its Edgar database.
Put them all together, as happened late yesterday, and the agency is deluged as companies rush to beat the clock and (just maybe) bury a little bad or embarrassing news in the flood.
Consider Amkor Technology, which filed an 8-K form disclosing that the semiconductor assembly and testing company had agreed to pay its outgoing chief executive, Kenneth T. Joyce, $2.18 million, most of it up front, in return for unspecified consulting services.
That one, filed at 4:37 p.m., was spotted and tweeted by Michelle Leder, the founder of footnoted, a service that combs corporate disclosures for potentially market-moving information that other investors overlook. (Disclosure: I’ve written for footnoted for three years.)
Leder also coined the term “Friday night dump” for those last 90 minutes between market close and 5:30 p.m., when the SEC closes up shop for the weekend. (The Edgar electronic filing service, a former agency PR staffer once said, is a good federal worker: It takes all federal holidays and quits at a reasonable hour each day.)
“Pretty much every Friday, public companies take out their trash and file it with the SEC,” Leder says. Some weeks, the trucks are just fuller.
Other companies also filed agreements with departing executives and directors. Among them: Wynn Resorts, which filed its 10-Q a few minutes before 4 p.m. on Friday, and with it a Resignation and Release agreement with its former chief operating officer, Marc D. Schorr. The document promised to pay Schorr the full cost of health-care benefits for him and his family through mid-2018 and give him 200,000 restricted shares—worth $27.8 million at Friday’s close—that he otherwise that wouldn’t have been entitled to yet.
The casino giant also filed its latest lease with its chairman and chief executive, Stephen A. Wynn, letting him use three furnished “villas” totaling 9,745 square feet and valued at $525,000 a year. Wynn has to pay for his own daily maid service, but is “permitted to use certain warehouse space” by the company, and Wynn Resorts also pays most of the taxes and utilities for the property as part of the lease. (The villas get counted as part of Wynn’s income —they were valued at $451,572 last year, according to the company’s latest proxy filing.)
Century Aluminum, which produces the metal in Iceland and Kentucky, filed an agreement with its former general counsel, William J. Leatherberry, who resigned from that job and other positions in February, promising to pay him more than $2 million in cash and benefits.
Other last-minute filers included propane distributor Amerigas Partners LP, which told the SEC that it wouldn’t file its fiscal second-quarter report on time, because it needs more time to “calculate and record immaterial noncash accounting corrections with respect to certain revenue-related items.” The company also said the adjustment would total less than $20 million.
The big deadline on Friday, though, was for quarterly reports from the biggest companies following a calendar year. A whopping 762 quarterly reports were filed throughout the day, and one-third of them—251, to be exact—were filed in the last 90 minutes of the filing day, after market close.
In among the 3,577 total documents filed with the SEC Friday, it might not seem to move the needle much. But quarterly filings tend to be heftier than many others, and Friday’s totaled more than 3,000 gigabytes of data—41,565 pages in all. And the wave contrasts sharply with the previous Friday, already in the run-up to the rush, when just 368 quarterly reports were filed, and to April 29, the previous Monday, when just 74 were filed.