Latest SEC Filings

 

SEC Filings came into existence, not surprisingly, after the stock market crash of 1929. At this time, many investors wanted the government to provide safeguards against companies that engaged in speculative behavior so that their actions would be more transparent. The result was the creation of the U.S. Securities & Exchange Commission (SEC).

The SEC not only requires publicly traded companies to submit these filings, but they also review the filings carefully to make sure they meet certain objective criteria. This means that investors should be able to get an apples-to-apples comparison of two companies filing documents, particularly if they are in the same sector.

The documents required by the SEC are:

• Registration Statements
• 10-K Report
• 10-Q Report
• 8-K Report
• Proxy Statement
• Forms 3,4 and 5
• Schedule 13D
• Form 144

For convenience, many of these SEC Filings are available on the SEC’s EDGAR database. Companies must follow SEC guidelines when submitting these forms. The SEC, in its role as a watchdog, reviews the forms to ensure that the information meets their requirements.

Investors may find that one form is more useful than another. However, they can glean a little or a lot of information from the reports. Let’s take a look at what type of information each of these documents provides.

Registration Statement – this is a two-part statement that helps investors understand what securities the company offers and how profitable the company is. All companies must file these forms whether they are foreign or domestic. The two parts are:

• Prospectus – This is what investors may receive from a company when they contact investor relations. The prospectus is a legal document that binds the company to give details about the investment being offered, how the business operates, the history of the business, its management structure and management team, the financial condition of the company and guidance as to known risks. The prospectus will also contain financial forms such as income statements which must be audited by an independent certified public accountant (CPA).
• Additional Information (optional) – if the company has any recent, relevant information that occurred since the prospectus was issued, it can submit this as part of the registration statements. An example would be a recently completed sale of unregulated securities.

10-K Report – This is the meat and potatoes of the SEC Filings. The 10-K provides a very detailed and comprehensive analysis of the company. It contains much of the information that is in the prospectus and contains even more detailed information than is found in an annual report. One example would be the financial statement –which provides more detail than would be found in an annual report. Companies are required to file this report within 90 days after the close of their fiscal year. The 10-K has several parts to it:

• Business summary – this describes what the company does (its operations – both domestic and international), outlines its business segments, gives a brief history of the company, and information about the real estate, marketing, research and development efforts (R&D). It will also disclose who their competitors are and the number of employees.
• Management discussion and analysis (MD&A) – this is the section where the management of the company describes its operation and financial outlook. The information in this section is probably similar to what the company might disclose on their earnings call (conference call).
• Financial statements – such as the balance sheet, income statement and cash flow statement.
• Other – this may include relevant information regarding the company’s management team and any legal proceedings.

10-Q Report – This is an abbreviated version of the 10-K report. The 10-Q is issued more frequently than the 10-K and must be submitted within 45 days of the close of the first, second and third quarters of a company’s fiscal year. The purpose of the 10-Q is to give a progress report of sorts about any recent developments and outlines any new plans the company plans to take. Unlike in the 10-K, the financial statements in the 10-Q are not required to be audited and they usually contain less detail than those found in the 10-K.

8K Report – This is an optional document that covers major developments that are of material interest to investors that occurred between the time of the 10-K and 10-Q filings. This document describes the events and gives further details, if needed, such as a press release or financial data. Examples of events that may trigger a company to issue an 8K report would be a bankruptcy filing, the completion of an acquisition, and turnover in their executive ranks.

Proxy Statement – This is a document that provides salaries of top management, outlines any conflicts of interest that might exist for the managers, and describes any other perks that were part of their compensation. The proxy statement must be presented before the shareholder meeting and must be on file with the SEC before shareholders are solicited to vote on the approval of corporate actions such as the election of directors.  

Forms 3, 4, and 5 – These documents give investors insight into how the company’s officers and directors may shift ownership and purchases.  

• Form 3 – this is the initial filing that lists the ownership amounts.
• Form 4 – this form identifies changes in ownership
• Form 5 – this form is a summary of Form 4 that is prepared annually. Form 5 also includes information that the company should have reported.

Schedule 13-D – This is a hard-working form that provides investors with a wealth of information. It includes first and foremost a disclosure of who owns most of the company’s shares. It also introduces the owner(s) and gives investors contact information. A Schedule 13-D is required to be filed within 10 days of any entity acquiring 5% or more of any class of a company’s securities. Additional information in the Schedule 13-D includes:

• Background information on the owner including the relationship (and type of relationship) the owner has with the company. It can also include any criminal misbehavior.
• Explains why the transaction is taking place
• Describes the security by its type and class
• Describes where the money for the purchase is coming from

Form 144 – This form has to do with the sale of restricted stock by company insiders that was not part of a public offering. Investors can identify patterns regarding when these securities were sold or when there was pressure to sell such shares. Restricted stock must meet specific conditions in order to be transferable. The sale must be made within 90 days of filing. This form must be filed if the amount sold during any 3-month period exceeds specified sales thresholds.

As of a 2008 rule change, foreign companies who do not own SEC-registered securities are not required to submit paper disclosures to the SEC. Investors can now access such forms on the internet. Because the companies are required to submit annual reports to the SEC two months earlier than other companies, investors will have access to those reports in a more timely fashion.  

What Information Should an Investor Look for in an SEC Filing?

Most of the information in an SEC filing is straightforward. However, finding some information requires an investor to pay close attention to the entire filing. One pro tip is for investors to read the filings in total rather than as individual documents.

This is particularly important when looking at a company’s financial statements because some documents focus on a company’s short-term outlook and some present a more long-term view. Investors should also look for red flags such as if the company discredits short sellers, if there is confusing language in the 10-K or 10-Q, or if there are sudden, unexplained one-time or special charges.