Ok. Firefighters Pension And Retirement v. Lexmark

367 F. Supp. 3d 16
CourtDistrict Court, S.D. Illinois
DecidedMarch 19, 2019
Docket17cv5543
StatusPublished
Cited by35 cases

This text of 367 F. Supp. 3d 16 (Ok. Firefighters Pension And Retirement v. Lexmark) is published on Counsel Stack Legal Research, covering District Court, S.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ok. Firefighters Pension And Retirement v. Lexmark, 367 F. Supp. 3d 16 (S.D. Ill. 2019).

Opinion

WILLIAM H. PAULEY III, Senior United States District Judge:

Defendants Lexmark International, Inc. ("Lexmark" or "the Company"), Paul A. Rooke, David Reeder, and Gary Stromquist (the "Individual Defendants," and collectively with Lexmark, the "Defendants") move pursuant to Federal Rule of Civil Procedure 12(b)(6) to dismiss the Second Amended Complaint ("Complaint") in this putative securities fraud class action. For the reasons that follow, Defendants' motion is denied.

BACKGROUND

The allegations in the Complaint are presumed true on this motion. The putative class includes all persons and entities ("Plaintiffs") who acquired Lexmark's publicly traded stock between August 1, 2014 and July 20, 2015 (the "Class Period"). Lexmark is a global manufacturer of printers and related supplies. (Second Am. Compl., ECF No. 63 ("Compl."), ¶ 34.) The Individual Defendants were Lexmark senior executives during the Class Period. (Compl. ¶¶ 35-37.)

Plaintiffs allege that Defendants made materially false or misleading statements and omissions in SEC filings, press releases, earnings calls, and investor conferences between August 1, 2014 and May 28, 2015 in violation of Section 10(b) of the Exchange Act and Rule 10b-5. Plaintiffs also bring a Section 20(a) claim against the Individual Defendants for control person liability.

I. Lexmark's Laser Printer Supplies Business and "Channel Inventory"

In the years leading up to the Class Period, Lexmark shifted its emphasis from inkjet printers to higher-end laser printers and printing software. (Compl. ¶¶ 2, 46.) To fund its nascent software development, Lexmark relied heavily on its printer supplies business, which was the Company's "primary profit engine." (Compl. ¶¶ 5-6, *2644-45.) Sales to Lexmark's Europe, Middle East, and Africa ("EMEA") segments were particularly important, generating between 35 and 37% of the Company's total revenue in 2014-2015. (Compl. ¶¶ 7, 49.)

Lexmark sold laser printer supplies to its channel of distributors and resellers (i.e., "selling in"), who would then sell the supplies to end-user customers (i.e., "selling through"). (Compl. ¶ 8.) However, Lexmark recorded sales as revenue when it shipped supplies to distributors and resellers and not when those supplies were sold to end users. (Compl. ¶¶ 48, 52.) These supplies were referred to as "channel inventory," which was measured in the number of weeks it would take for the distributors and resellers to sell the supplies to end users. (Compl. ¶ 8.) Because channel inventory was no longer on Lexmark's shelves, the Company used models to estimate channel inventory levels. (Compl. ¶ 19.) Lexmark did not publicly report its estimated channel inventory levels during the Class Period. (Compl. ¶ 8.)

II. Lexmark's Alleged "Channel Stuffing"

Plaintiffs allege that Defendants engaged in a process known colloquially as "channel stuffing." Specifically, Plaintiffs claim that in 2014 and early 2015, Lexmark flooded the EMEA channel with printer supplies. (Compl. ¶¶ 48, 52.) Because Lexmark's accounting practices recognized revenue when Lexmark "sold" those supplies into the channel to distributors, and not when distributors resold them out of the channel to end users, the effect of aggressive channel sales was to inflate present revenues at the expense of future revenues. (Compl. ¶ 57.) Inevitably, distributors reached a saturation point and needed to "sell through" the inventory glut before they could accept additional printer supplies from Lexmark. (Compl. ¶ 57.) And while that offloading occurred, Lexmark's ability to "sell into" the inventory channel and generate new revenue was impaired. (Compl. ¶ 57.)

According to Plaintiffs, excess channel inventory was exacerbated by two circumstances. First, beginning in mid-2014 and into 2015, the euro declined relative to the U.S. dollar. (Compl. ¶¶ 15, 51.) To reduce the risk of arbitrage, Lexmark raised printer supplies prices worldwide-including in EMEA-incrementally in the third and fourth quarters of 2014 and the first quarter of 2015 ("3Q14," "4Q14," and "1Q15"). (Compl. ¶ 51.) In turn, this price harmonization incentivized distributors and resellers to stock up on printer supplies inventory to lock in lower prices. (Compl. ¶ 52.) Second, the declining euro coincided with a tapering end-user demand for laser printer toner, one of Lexmark's most profitable products. (Compl. ¶ 58.) Lower end-user demand made it more difficult for Lexmark's distributors and resellers to offload Lexmark's already bloated channel inventory. (Compl. ¶¶ 16, 21, 58.)

Lexmark normally endeavored to keep its channel inventory levels between 6 and 10 weeks. (Compl. ¶¶ 8, 65.) Plaintiffs claim that Individual Defendants attended monthly calls during which they received updates on Lexmark's estimated printer supplies channel inventory levels ("CEO Calls"). (Compl. ¶ 53.) Moreover, internal slide decks detailing historical, current, and future forecasts of Lexmark's EMEA printer supplies channel inventory by weeks and dollar amount were distributed and discussed during the CEO Calls. (Compl. ¶ 54.) Plaintiffs allege that these CEO Call presentations depict a sequential increase in EMEA printer supplies channel inventory levels throughout the Class Period above the acceptable threshold of *2710 weeks. (Compl. ¶¶ 54-56.) Specifically, EMEA channel inventory levels were: (1) 6.5 weeks at the end of 2012; (2) 8.4 weeks at the end of 1Q14; (3) 10 weeks at the end of 2Q14; (4) 10.1 weeks at the end of 3Q14; (5) 12.7 weeks at the end of 4Q14; and (6) 12.8 weeks at the end of 1Q15. (Compl. ¶¶ 54-56 (emphases added).)

III. Lexmark's Alleged Misrepresentations and Omissions and Plaintiffs' Losses

Channel inventory was a subject of concern for investors because of its possibility for abuse and Lexmark's general silence on the topic. (Compl. ¶ 9.) According to Plaintiffs, between August 1, 2014 and May 28, 2015, Defendants made a series of materially misleading statements and omissions in SEC filings, press releases, earnings calls, and investor conferences about Lexmark's channel inventory levels and their impact on Lexmark's financial health. These misstatements and omissions, which span 24 pages of the Complaint, can generally be categorized as follows: (1) misstatements and omissions regarding changes in Lexmark's channel inventory levels; (2) misstatements and omissions regarding the underlying driver of Lexmark's printer supplies revenue; and (3) misstatements and omissions regarding the scope and impact of Lexmark's price harmonization efforts. (See Compl. ¶¶ 74-117.)

Plaintiffs allege that these misstatements and omissions artificially inflated Lexmark's stock price to $ 51.17 on August 14, 2014. (Compl. ¶¶ 11, 159.) On July 21, 2015, Lexmark revealed in an earnings call that its dismal 2Q15 performance was attributable to a decline in printer supplies revenue stemming from the need to reduce elevated channel inventory, especially in EMEA. (See Compl. ¶¶ 118-125.) Following these corrective disclosures, Lexmark's stock price plummeted 20% from $ 47.32 per share on July 20, 2015 to $ 37.75 per share on July 21. (Compl.

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Bluebook (online)
367 F. Supp. 3d 16, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ok-firefighters-pension-and-retirement-v-lexmark-ilsd-2019.