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gnulaw (57.22)

Efficient Market Hypothesis and the Implications of Non-disclosure

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March 13, 2010 – Comments (8) | RELATED TICKERS: GKNT , BBY , AMZN

A continuing blog on maximizing insider and non-insider small-cap shareholder value.

 

Efficient Market Hypothesis (EMH). 

"...In finance, the efficient-market hypothesis (EMH) asserts that financial markets are "informationally efficient". The weak version of EMH suppose that prices on traded assets (e.g., stocks, bonds, or property) already reflect all past publicly available information. The semi-strong version supposes that prices reflect all publicly available information and instantly change to reflect new information...." What happens when a company withholds material information? Disclosure simply normalizes inefficiencies esp with microcaps/smallcaps. Conversely, non-disclosure of material information can be a precusor/incubator for insider trading including accumulation of shares to gain a controlling position.

 

Continuing Patterns?

Microcap Geeknet (LNUX) is not [fully] disclosing said "new information" and appears to be allegedly [potentially] exposing CEO Kauffman, Geeknet's officers, and Directors to alleged violations of Section 406 of the Sarbanes-Oxley Act of 2002, SEC Rule 10b-5 in re: reliance, causation, omissions, selective disclosure and related State and Federal Securities laws. So, what exactly is The Blueshirt Group doing for Geeknet (LNUX)? I have never witnessed a Company with [no] investor relations whatsoever. None. So the question one must ask, and especially a question any non-insider shareholder must ask is, Why?


In addition to the legal implications of this allegedly dangerous, wreckless, and negligent course of action Kauffman is conspicuously avoiding selling this Company to its own shareholders and potential/future geek consumers/shareholders, Wall Street Analysts, Market Makers, et al. 


[13:53] "...In closing we're seeing early signs of success from our investments. In 2010 we'll continue to speak openly and take risks. We'll continue to invest and when those investments don't deliver as expected we'll move on but when they work we'll double and triple down to drive this business forward...". Source: Scott Kauffman, Q4 Conference Call, February 11, 2010.


So, why isn't this same mindset "doubling and tripling down" with full disclosures of Geeknet's substantive successes*?... if not simply to keep Geeknet's incremental successes in front of the street. Also one [never] knows when/who will take notice e.g. (Best Buy:BBY), (Amazon:AMZN). Timing is [everything]. Why is Kauffman appealing to geeks as customers and selling LNUX's 40+ million unique views/month to Madison Avenue but is shutting out geeks (and everyone else) as shareholders? No investor relations/non-disclosure is simply a preemptive strike at maximizing shareholder value [destruction].


*successes e.g. Q4 2010 turnaround, Zacks' Strong Buy, ThinkGeek's 42% increase in eCommerce revenues, ThinkGeek's 617,407 YouTube views, The Twitter 2010 Shorty Awards held March 3rd, Category: Customer Service, ThinkGeek, Finalist and 1st runner-up, behind Comcast (Winner) and ahead of F-1 Team McClaren. Not bad...but no one knows. This continuing pattern mindset is why Geeknet (LNUX) shares have flatlined and arguably trade below iiquidation value.


Again, the question one must ask, and especially a question any non-insider shareholder should be asking is, why? and arguably one the SEC should be asking viz-a viz Geeknet Directors Present, Sileck, and Bowman, not to mention Item 9B,  Geeknet (LNUX) s recently filed SEC Form 10-K for the year ending December 31, 2010.

 

chaosUnplugged, Motley Fool #1 Leader, Red Hat (RHT) and Citrix (CTXS) picks. 

8 Comments – Post Your Own

#1) On March 13, 2010 at 7:02 PM, gnulaw (57.22) wrote:

Selective disclosure of material information

Non-Disclosure of material information

 

>>*successes

 

and no [full] disclosure re: ThinkGeek's Rock Academy and ThinkGeek on CBS' Big Bang Theory. Priceless and irreversible lost opportunity costs e.g. maximizing ThinkGeek Brand/eCommerce equity and optimizing transparency of said Brand Equity to competitors/suitors e.g. Best Buy, Amazon, et al while normalizing Geeknet (LNUX)s true shareholder value. 

 

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#2) On March 14, 2010 at 11:10 AM, gnulaw (57.22) wrote:

In Scott Kauffman's own words:

 

Douglas Whitman, Whitman Capital, [13:56] into the Questions and Answers portion of the February 11th Conference Call.


Douglas Whitman: "...the valuation of this company is very low, you've got a major eCommerce business that's doing, you know, obviously very well, um, an eCommerce business is probably worth more than the whole market capitalization not even counting the rest of the Company and the cash, um, could you talk a little bit about what the plans are on, uh, away from the press thing, to go back to Wall Street and reestablish a presence on Wall Street?..."


Scott Kauffman: "...It's certainly in the cards, We're very focused on the business, and it'll be a mix of how I allocate my time..."


With all due respect, the problem, Scott's flawed premise/mindset is that the business and maximizing shareholder value are not mutually exclusive. This is a publicly-held company. Scott Kauffman has not embraced this fact yet, of which, is actionable at this point, and why Item 9B was architected?


Reference:
Geeknet (LNUX) - Large Institutional 13D Shareholder Put Pressure On Board Demanding to Unlock Value. Where is Geeknet now 21 Months Later?

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#3) On March 14, 2010 at 11:17 AM, gnulaw (57.22) wrote:

>>and why Item 9B was architected?

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#4) On March 14, 2010 at 12:17 PM, gnulaw (57.22) wrote:

>>Reference:
Geeknet (LNUX) - Large Institutional 13D Shareholder Put Pressure On Board Demanding to Unlock Value. Where is Geeknet now 21 Months Later?

 

25 months later

Where are we today?

LNUX closed at $1.78 on February 15th, 2008. This article was originally published on Monday February 18th.  LNUX closed at $1.41 Friday, March 12th, 2010. In other words, LNUX management has incurred 20.79% shareholder value destruction since Trivium made this demand of LNUX Management and its Board of Directors on February 14th, 2008. See Trivium Capital Management Sends SourceForge a 13D Valentine.

 

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#5) On March 15, 2010 at 6:47 PM, gnulaw (57.22) wrote:

Artis Capital Management acquired 804,009 Geeknet (LNUX) shares as reported by Morningstar for the quarter ending 12/31/2009 [Institutions Tab]. Why is this significant? The only substantive news Q3 was Geeknets reporting November 4th of their Q3 numbers ending September 30, 2010.


References:


SourceForge (LNUX) Changes Name and Announces Launch of Geeknet, Negative Earnings Surprise


Shareholders vote with their $. Geeknet (LNUX) Downgraded, Shares Sink Further Below Liquidation Value.

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#6) On March 15, 2010 at 6:50 PM, gnulaw (57.22) wrote:

[CORRECTION]

 >> The only substantive news [Q4]

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#7) On March 17, 2010 at 7:29 PM, gnulaw (57.22) wrote:

>*successes 

Popular Mechanics names ThinkGeek TShirt one of Top 12 Gadgets at 2010 International Toy Fair

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#8) On March 19, 2010 at 9:56 AM, gnulaw (57.22) wrote:

>>Efficient Market Hypothesis and the Implications of Non-disclosure

So Scott, when were you thinking of architecting a PR strategy? As a result of your naive and negligent strategy of avoiding "The Street" and your non-insider shareholders since you arrived you consequently  have exposed LNUX shareholder value to events like this:

[UPDATE1] 

ZDNet Deals A Body Blow To Geeknet (LNUX), SourceForge, and effectively Ohloh:

"Google Code is more Powerful than SourceForge 

"...Examples like this now make Google Code more powerful than Sourceforge, in my opinion. If you’re an ambitious programmer, you want to be working where your work might be seen by people who can do you some good. Google Code has become off-Broadway. Sourceforge is Philadelphia..." Source: ZDNet March 18, 2010.

Source: http://caps.fool.com/Blogs/ViewPost.aspx?bpid=344375&t=01005232244381733972

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