Complete solution
Securities and Exchange Commission
Public companies must submit quarterly and annual filings with the SEC, which makes
these available to the public
Also requires companies disclose when there's a merger, a sale of securities, a
shareholder vote, buying and selling of shares by management and insiders, etc.
Finding Financial Reports
SEC makes filings public information
Also:
Company website
Data services
Primary Filings for Common Analyses
10-K
10-Q
8-K (Ex. Earnings press releases)
Proxy
20-F
Primary Filings for M&A Analysis
Finding filings is important for performing a precedent transactions analysis and
premiums paid analysis
Initial Screen: Services like Capital IQ
Then, the relevant filings for the prior deals need to be aggregated to perform the
analysis
Form 10-K (Annual Filing)
At the end of each fiscal year, publicly-traded companies must file this report
Provides comprehensive information about a company's financial and operational
performance during the year
Includes: Thorough overview of their businesses and finances; financial statements
Must be filed within 60-90 days within year end
Financial professionals substantially depend on this to analyze year-over-year and
company comparisons
SEC and FASB outline in great detail how info should be presented in the document
Why is the 10-K important?
Provides the most detailed overview of companies' financial operations and regulations
governing them
10-K vs. Annual Report
Annual Report:
Not a required SEC filing
Companies have a lot of latitude in the structure and contents
May contain details not reported elsewhere, but are typically self-marketing
10-K:
Presents a more detailed and unfettered picture of the company’s operations and
situation
, Annual Report
Issued at the end of each year
Contains similar if not identical information to the 10-K
10-K: Part I
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
10-K: Business
Most important part of 10-K
Company business, strategy, product offering, seasonality, and geographical footprint
10-K Part II
Where most of the "red meat exists," specifically in Item 6, 7, and 8
10-K: Part III
What is the difference between an annual report and a 10-K?
Annual Report: Glossy document with select financial figures, letter to the shareholders,
and sometimes the actual 10-K or a condensed version
10-K: Where you want to go to make sure you're using the right information
10-Q Reports Must be Filed...
Three times annually
Which forms are audited?
Only the 10-K
For ALL accelerated filers, 10-K's must be filed...
No later than 60 days after the fiscal year-end date
10-K Part I: Business
Identifies the general overview about the business, the business strategy, the key
products, markets and distribution, competition, number of employees
Allows you to familiarize yourself with the business
10-K Part I: Unresolved Staff Comments
SEC comments outstanding (> 6 months)
Would be a red flag for a company
10-K Part I: Risk Factors
Summary of industry- and company-specific risks
Generally pretty obvious and doesn't provide a lot of helpful information (this would be in
MD&A section)
10-K Part II: Market for Equity, Related Stockholder Matters, Purchases of Equity
Stock price/dividend history; company listing details
Outlines stock price range during the four quarters, dividend info, general market
performance, etc.
10-K Part II: Selected Financial Data
Key financial statistics for a company's most recent 5-10 fiscal year period
Can be very useful for some companies that choose to put significant disclosures in
Part of the core portion of the 10-K
10-K Part II: MD&A