LOOKING AT SEVERAL SEC FILINGS
Investors read and analyze a particular company’s filings if they want to look into its history and advancement, as well as its future. In the United States, the Securities and Exchange Commission (SEC) require firms to submit a set of filings, including registration statements, 10-K report, and 10-Q report.
The government’s watchdog monitors the activities of a public company by collecting documents indicating the financial and operational conditions of local and foreign corporations. The federal agency seeks to validate the quality of details stated in the forms and ensure the information meets some requirements.
This article will explain the different SEC filings available to investors and what it can indicate about a specific company.
In essence, registration statements outline the securities offered and its capacity to generate profit. All local and foreign companies must submit their statements or qualify for an exemption. This statement has two parts:
- Prospectus - A formal legal document containing information about the investment offered, the business’ operation, its history, management, financial situation, and insight into any risk. A third-party certified public accountant (CPA) must audit the financial forms attached in the prospectus, including income statement.
- Additional information - Aside from prospectus, companies may include any relevant details about their entity such as recent sales of unregistered securities.
It is a comprehensive summary report of a company’s performance that must be filed within 60 days after the end of their fiscal year. Similar to prospectus, it encompasses more details than an annual report.
The report is divided into several sections:
- Business summary - Firm’s operations, business segments, employees, history, real estate marketing, research and development (R&D), and competition
- Management discussion and analysis (MD&A) - Explanation about a company’s operations and financial perspective
- Financial statements - balance sheet, cash flow statement, and income statement
Other sections may include management team and legal proceedings.
A truncated 10-K report, it summarizes the company’s latest developments and preview of the path it aims to take. It includes less detailed reports and unaudited financial statements.
The form entails the unscheduled material events or corporate changes within a corporation which provides additional information, as well as data tables and press releases. Events include bankruptcy or receivership, completion of acquisition or dispersal of assets, material impairments, appointments or departures of executives, and other occurrences deemed important to investors.
In a transaction, this SEC filing gives a notice of the intent to sell restricted stock normally purchased by corporate insiders or affiliates in a dealing not involving a public offering. A stock becomes restricted as it has not met certain conditions before it becomes transferable. It is required when the amount sold during any three-month period exceeds a given sales thresholds. The transaction is processed within 90 days of filing.
It is a document denoting the management’s salaries, any conflicts of interest which might emerge, and other perks received. Presented ahead of the shareholder meeting, it must be submitted to the SEC before soliciting a shareholder vote on electing directors and deciding on important corporate matters. Proxy statement contains the following: Form 3 (initial filing and the amount of ownership), Form 4 (changes in ownership), and Form 5 (annual summary of Form 4 including any details that must be reported).
Under Rule 13D, this form is required when an individual or group obtains more than 5% of a firm’s shares. It does not only disclose who owns majority of the company’s shares, but also reveals the owner(s) to investors and the contact details. It must be filed within 10 days of the transaction. It includes owner’s background information such as criminal behavior and his or her relations with the entity, explanation on why the transaction is occurring, type and class of security, and source of money used to purchase the securities.
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