Session I: Mining SEC Documents
Elizabeth Osbourne
Authorized SEC Filing Agent
Morningstar Document Research
EMO EDGARizing Services
Most common types of SEC Documents
Contents of Documents
Frequency of Filing
Who Files
Q&A
Frequency:
10-K — Annual report
10-Q — Quarterly report
8-K — Unusual report issued between quarter – material disclosure/extraordinary event
Who files:
All public companies
A few privately-held companies with public debt will file
Companies preparing to go public (optional)
Common:
10K
10Q
8K
Def 14A – Proxy Filed Annually
S-1 – Registration Statement
Sch13D – Beneficial ownership
Contents in Docs:
* Annual report on 10K
Report comprehensive overview of the co. for the past year
AKA annual report
Audited and approved by the CEO, CFO and etc.
Filed once a year 40 days after year end
Financial statements (income statement & balance sheet) that show you how much money a co. made, its debt levels, and other important data
SEC & Sarbannes-Oxley have required plain-english, understandable, legible filings and data tables
(XBRL – gives financial statements as a clean table)
* Quarterly report on Form 10Q
Smaller version of the 10K; filed at the end of each business quarter; 3x a year 40 days after end of quarter; approved but not audited
*Interim current report on Form 8-K
Current report cos. must file with the SEC to announce major events that shareholders should know about.
Filed as many times as needed in between quarter & year-end reports
Co’s annual proxy statement
* Proxy statement in Form Def14-A
Contains info about corp. operations to ensure voters have the big picture
Includes a great deal of compensation detail, bios, etc.
Also called Schedule DEF-14A
Filed once a year prior to the annual shareholder’s meeting b/c that’s when directors are elected by shareholders
Shareholder proposals to reform executive compensation
* Beneficial ownership filed on Sch13D
Filed within 10 days of transaction
Must be submitted to the SEC within 10 days by anyone who acquires beneficial ownership of more than 5% of any class of publicly-traded securities in a public company. A filer must promptly update its Schedule 13D filing to reflect any material change in the facts disclosed, including, among other things, the acquisition or disposition of 1% of the securities that are the subject of the filing
* Registration Statement on Form S-1
Initial filings with the SEC – IPO status (i.e. going public)
1st time a private company sells shares to the public. Tells your basic facts about the firm that is about to go public, and you should read it carefully before you consider investing in those brand-new shares. Has loads of juicy info about a firm, from its financial situation to a description of the competitive challenges it is likely to face
S-1 may be used to generate leads.
Areas of interest:
Exhibits (i.e. extrinsic documents/attachments)
Summary Compensation Table
Management Discussion and Analysis (MD&A)
Risk Factors
Compensation Discussion & Analysis (CD&A)
Audit Committee Reports
Executive Compensation
Beneficial Ownership
Directors & Exec. Officers
Financial Statements
Financial footnotes
Other Resources for SEC Filings
Morningstar Document Research
Edgar Online
Westlaw Business
SEC.gov (EDGAR)
Securities Mosaic