①10-K (Annual Report) The 10-K is an annual report led with the SEC by a public registrant that provides a comprehensive overview of the company and its prior year performance.17 It is required to contain an exhaustive list of disclosure items including, but not limited to, a detailed business description, management discus-sion & analysis (MD&A),18 audited nancial statements19 and supplementary data, outstanding debt detail, basic shares outstanding, and stock options/warrants data. It also contains an abundance of other pertinent information about the company and its sector, such as business segment detail, customers, end markets, competition, insight into material opportunities (and challenges and risks), signicant recent events, and acquisitions.
②10-Q (Quarterly Report) The 10-Q is a quarterly report led with the SEC by a public registrant that provides an overview of the most recent quarter and year-to-date (YTD) period.20 It is less comprehensive than the 10-K, but provides nancial statements as well as MD&A relating to the company’s nancial performance for the most recent quarter and YTD period versus the prior year periods.21 The 10-Q also provides the most recent share count information and may also contain the most recent stock options/warrants data. For detailed nancial information on a company’s nal quarter of the scal year, the banker refers to the 8-K containing the fourth quarter earnings press release that usually precedes the ling of the 10-K.
③8-K (Current Report) The 8-K, or current report, is led by a public registrant to report the occurrence of material corporate events or changes (“triggering event”) that are of importance to shareholders or security holders.22 For the purposes ofpreparing trading comps, key triggering events include, but are not limited to, earn-ings announcements, entry into a denitive purchase/sale agreement,23 completion of an acquisition or disposition of assets, capital markets transactions, and Regu-lation FD disclosure requirements.24 The corresponding 8-Ks for these events often contain important information necessary to calculate a company’s updated nancial statistics, ratios, and trading multiples that may not be reected in the most recent 10-K or 10-Q (see “Adjustments for Recent Events”).
Proxy Statement A proxy statement is a document that a public company sends to its shareholders prior to a shareholder meeting containing material information regarding matters on which the shareholders are expected to vote. It is also led with the SEC on Schedule 14A. For the purposes of spreading trading comps, the annual proxy statement provides a basic shares outstanding count that may be more recent than that contained in the latest 10-K or 10-Q. As previously discussed, the annual proxy statement also typically contains a suggested peer group for benchmarking purposes.
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