LLoPS Workshop Session: Mining SEC Documents

LLoPS Workshop Session: Mining SEC Documents

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

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