Kowabunga! is Communications Challenged

Think Partnership Inc. d.b.a. Kowabunga!® (THK) announced some preliminary results. How the SEC lets companies get away with this, I do not understand. In a press release dated Feb 19,2008 they basically reported revenues and EBITDA. Read this quote:

The company estimates revenues will total approximately $20.0 million for the fourth quarter of 2007, which would represent an increase of 5% from $19.0 million reported in the fourth quarter 2006. Earnings before interest, taxes, depreciation and amortization expenses [EBITDA] is estimated to be approximately $2.4 million for the fourth quarter of 2007, compared with $2.7 million reported in the fourth quarter.

Scott P. Mitchell, Think Partnership's president and chief executive officer, went on to provide some commentary on the results. But the real numbers will be announced later. Read this quote from the press release.“The company will issue its fourth quarter and full year 2007 financial results after the close of market on March 13, 2008, followed by a conference call at 4:30 p.m. Eastern Time.”

So what was today all about and where does it stand in terms of REG FD and disclosure requirements? We all know that once you have the EBITDA number figured out you should have the full financials available. In any event, they are asking the market to rely on the sneak peak preliminary numbers for the next four weeks.

Back track to last Friday, February 15, Kowabunga! issued a press release while the market was open indicating that they have adopted a shareholder rights program. You know, just in case there is an unsolicited offer. Hmm 15% trigger point. Then they sneak in this dividend announcement “In connection with this plan, Kowabunga!’s board of directors declared a dividend of one Preferred Stock Purchase Right for each outstanding share of Kowabunga!’s Common Stock. The dividend will be received by shareholders of record on Friday, February 29, 2008."

There is absolutely no information in the press release as to what the terms of the preferred will be. By the way, when will the dividend actually be issued? I presume Feb 29. Kowabunga! is communications challenged. There could have been more clarity on this one. But look it's on AMEX and maybe that explains it!

Comments

[User 165388]

George - The dividend that you're referring to is a "right" - also known as a poison pill. If an investor takes a 15% stake in the company, each holder of a Right (except those held by the Acquiring Person and its Affiliates and Associates) will have the right to purchase, upon exercise, Preferred Stock of the Company having a value equal to two times the exercise price of the Right.

That means that shareholders can create more shares so that the purchase price gets prohibitively expensive.