Exactly four weeks since war escalated dramatically on Feb 24. This morning, I read every company "current report" (#SEC #EDGAR #8K) filed since that day with #Russia, #Ukraine, or #Belarus mentioned. I'll be sharing observations through the morning, esp. re: #tech or #finance 
1/ I am struck by how few companies have disclosed thus far. For example, in prior research, I noted that 140 companies disclosed material #Russian #subsidiaries and #JVs in 2021 via 10-K Exhibit 21: medium.com/@michael.bomma…
2/ There have been, in total, 154 mentions of RU - many of which are simply blanket disclosures of risk related to OPEC+, which includes Russia. And many companies have manufacturing or personnel as disclosed in 10-Ks, even without "material" sub's or JVs
3/ Some companies do it correctly - see, e.g., Grief (picked b/c our farm has old Grief steel 55gal drums). Grief disclosed two Russian sub's last year, Greif Vologda LLC and Greif Perm LLC: sec.gov/Archives/edgar…
4/ *Greif. And Greif came ready to discuss the topic in their prepared remarks, as well as follow-up questions: sec.gov/Archives/edgar…
5/ But Greif clearly walking a tight-rope as of Mar 3: "In Russia we operate nine facilities. The business predominantly SOURCE RAW MATERIALS LOCALLY and services local customers. It processes very minimal cross-border exposure..." (cap emphasis mine)
6/ This obvious physical nexus was a hallmark of public company subsidiary creation in #Russia/eastern #Europe over the last two decades. See my industry analysis in this post too: medium.com/@michael.bomma…
7/ Greif's "physicality" situation is similar to Titan Machinery $TITN. Titan disclosed their Ukrainian sub last year in their 10-K Ex. 21: sec.gov/Archives/edgar…
8/ ...and within a day of escalation, Titan had followed up with a clear Reg FD disclosure: sec.gov/Archives/edgar…
9/ When it comes to assessing management quality, this Titan disclosure makes me smile: "For the nine months ended October 31, 2021 revenues and assets of Titan Machinery Ukraine accounted for under 5% of the Company's total revenues and assets [...] (1/2)"
10/ "[...] The physical assets (e.g. inventory and fixed assets) of Titan Machinery Ukraine are almost exclusively located in the central and western areas of the country. (2/2)" - answering impact to revenue and asset scale and location - within 24hrs. Great comms from mgmt
11/ Side note on Reg FD: it's easy. Really easy. You know everybody in IM - buy-side, sell-side, clients - are all asking these questions of mgmt. Why not use Reg FD? investor.gov/introduction-i…
12/ IMO, before mgmt can take a co public or join C-suite, Jonathan Schwartz's blog posts on Reg FD (then CEO of Sun) should be required reading: web.archive.org/web/2007031103…
13/ Similar to Reg FD, you might expect filers to be updating their blanket "safe harbor"/PSLRA language. If anything, you'd hope that their counsel is proactively drafting and distributing this kind of language.
14/ But we're only seeing limited updates to language so far. Example from Chico's $CHS: SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 "war and other military conflicts (including the ongoing military conflict between Russia and Ukraine)"
15/ PS: Yes, I am working on a breakdown of the lexicon. War, conflict, invasion, escalation, operation, turmoil, tragedy. Lots of signalling and fear here - and we're not even to the force majeure/act of God insurance disputes.
16/ Interface $TILE, like Chico's $CHS, just adding this to their PSLRA Safe Harbor statement: "[...] including but not limited to geopolitical tensions arising from Russia's recent incursion into Ukraine[...]"
17/ and Boston Scientific $BSX: "[...] including as a result of the ongoing conflict between Russia and Ukraine and related sanctions and export restrictions;" sec.gov/Archives/edgar…
18/ on the deal doc side, the primary finding so far is due to @WhiteHouse EO 14065 re: DPR/LPR. see this merger doc b/w CHEVRON $CVX and RENEWABLE ENERGY GROUP, INC. $REGI: sec.gov/Archives/edgar…
19/ there are two mentions in the $CVX $REGI merger plan: i) as a rep&warranty under Section 3.17(b) Regulatory Matters re: sanctions and AML, and ii) under related definition for "Sanctions Target"
20/ let's talk #payments/#fintech folks next: Mastercard $MA, Visa $V, and American Express $AXP all disclosing obvious impact, but differently.
21/ Mastercard $MA disclosed by 8.01 (~Reg FD) on Mar 1: "[...] in 2021, about 4% of our net revenues were derived from business conducted within, into and out of Russia, and similarly approximately 2% of our net revenues were related to Ukraine." sec.gov/Archives/edgar…
22/ Visa $V included in both PSLRA Safe Harbor ("[...] the evolving conflict between Russia and Ukraine;") and in Reg FD ("in [..] 2021, total net revenues from Russia, [..] were approximately 4% [..] from Ukraine were approximately 1%")
23/ AmEx $AXP, on the other hand, has filed 3x 8-Ks - 7.01 and 8.01 - but didn't make any mention of #Ukraine or #Russia business (though have messaged via their site: about.americanexpress.com/all-news/news-…)
24/ AmEx $AXP HAS, on the other hand, updated disclosures in their 424(b)(2) ABS (floating rate notes) risk factors: "[...] particularly in light of the escalating military conflict between Russia and Ukraine"
25/ $V, $AXP, and $MA clearly not the only impacted payments companies: B2B payments and "marketplace" companies like Payoneer $PAYO and Upwork $UPWK also heavily impacted.
26/ Payoneer $PAYO estimating ~10% rev impact of $50M from RU, BY, UK: sec.gov/Archives/edgar…
27/ Upwork $UPWK - which hits close to home, as we've used them for >10 years - went so far as to "withdrawing our first-quarter and full-year 2022 financial guidance..." Not a great sign.
28/ Even worse when you look at highest-growth category for $UPWK: "Moreover, approximately 25% of client spend from our web, mobile, and software development category in 2021 was derived from work where either the talent or the client was located in the region"
29/ Full $UPWK 8-K text with 8.01 here (including PSLRA Safe Harbor update): sec.gov/Archives/edgar…
@threadreaderapp please unroll (esp. since i'm a twitter amateur and don't understand why threads don't sort...eventually-consistent still this hard, @Twitter ???)
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