Hertz Global Holdings Inc. -HTZ
SEC Investigation Confirmed - Disclosed. In a letter dated 08-Dec-2014, the SEC confirmed that this company was somehow involved in a recently active and ongoing investigation. Hertz disclosed an SEC probe in an 8-K filing made 14-Nov-2014 as follows -
SEC Matters In June 2014 the Company was advised by the staff of the New York Regional Office of the SEC that it is investigating the events disclosed in certain of the Company’s filings with the SEC. The Company has and intends to continue to cooperate with the SEC in its investigation.
Though widely reported as such, it turns out 14-Nov-2014 was not the first time Hertz said something about its SEC probe in an official filing. Buried in an 8-K filed on 04-Nov-2014, deep within some boilerplate language regarding Forward Looking Statements that no one ever reads, Hertz made what we call a "stealth disclosure" of an SEC probe. The following is an excerpt from the 8-K filed 04-Nov-2014 [10 days earlier, emphasis added] --
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this report, and in related comments by the Company’s management, include “forward-looking statements.” Forward-looking statements include information concerning the Company’s liquidity and its possible or assumed future results of operations, including descriptions of its business strategies. These statements often include words such as “believe,” “expect,” “project,” “potential,” “preliminary,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate in these circumstances. The Company believes these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and the Company’s actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent reports on SEC Forms 10-K, 10-Q and 8-K. Some important factors that could affect the Company’s actual results include, among others, the thorough review of the Company’s internal financial records that is being conducted, additional time that may be required to complete the review, the ability of the Company to remediate any material weakness in its internal control over financial reporting, the Company’s ability to obtain the waivers described in this report and the final terms and conditions of those waivers, the ability of the Company’s lenders to exercise any other remedies under the Company’s indebtedness, the final results of the SEC’s inquiry or any other governmental inquiries or investigations and those that may be disclosed from time to time in subsequent reports filed with the SEC and those described under “Risk Factors” set forth in Item 1A of the annual report on Form 10-K for the year ended December 31, 2013 of the Company. You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Our Take: This is what we call an unanalyzable disclosure of a material event. We have no idea what is being investigated, the time period covered by the probe, or whether it is now formal. Hertz waited until 14-Nov-2014 to disclose an SEC probe they first learned about in June. Uh ... that's five months. It took them this long to figure out it was material? We don't buy it. We are obviously aren't an insider, be even we first warned Hertz was likely to be investigated by the SEC back in June.
These guys are playing games with investors. We'd steer clear.
For more on Hertz, see our earlier reports --
- In the News: If Hertz Wasn’t Under Investigation by the SEC Already, It Will be Now (Published 06-Jun-2014)
- Analysis: Why We Still Think Hertz Has an Undisclosed SEC Investigation (21-Aug-2014)
- Why Hertz Global Holdings Fits The Profile Of A Company Ripe For an SEC Investigation (10-Sep-2014)
To learn more on our process and what our findings mean, click here.
Notes: The SEC did not disclose the details on investigations referenced above. The SEC reminds us that its assertion of the law enforcement exemption should not be construed as an indication by the Commission or its staff that any violations of law have occurred with respect to any person, entity, or security. New SEC investigative activity could theoretically begin or end after the date covered by this latest information which would not be reflected here.
