Important Public Company Financial Documents

10K and Annual Report

• 10k → must file with SEC at end of each fiscal year

• Annual report included all of the 10k plus nice photos, marketing materials and a letter from the CEO

10Q Quarterly Report

• skinnier version of the 10k

• major sections

  • fin statements & footnotes

  • why its up/down from previous year

  • exhibits

Form 14 Proxy

• filed once per year right before the company’s annual shareholder meeting

• key contents:

  • info about board of directors

  • info about senior managers, including their compensation

  • # of shares held by directors and senior managers

  • # of shares held by major shareholders (anyone over 5%)

  • things voted on at the annual meeting

8k’s

anytime there is news that could impact the company’s share price, they must file a 8k with the SEC

typical events

• major contracts won/loss

• announcements about mergers/acquisitions

• significant lawsuit filings

• govt investigations and fees

• CFO leaving

S-1 & S-3

S-1

• filed when a company announcing sale of stock/bond before it sells

S-3

• filed when additional offerings of stocks/bonds

Form 424 (Prospectus)

• official document of deal

• key portions

  • summary

  • key shareholders

  • underwriters

  • financials

  • etc

S-4 Exchange Offer

• document that is used to exchange old bonds with new bonds but with different terms

13D

• filed with the SEC anytime a shareholders ownership exceeds 5% of the company’s shares

  • want to know shareholders intention for having large % of shares

Private Companies

• don’t have to file ANY of those documents as long as they are private

  • exception is filing a S-1 if they prepare to issue public stock for the first time