The document discusses the importance of 10-Q filings, which provide quarterly earnings and can reveal information hidden from earnings releases. It highlights the differences between 10-Q and 10-K filings, outlines what to look for in 8-K filings, and provides context on other key financial filings related to ownership and mergers. Additionally, it notes the significance of the timing of these filings, particularly concerning investor awareness.

1. Diving into the
10-Q and other
key filings
Michelle Leder
editor/founder footnoted
ml@footnoted.org
@footnoted
Photo by flickr user Derek Keats

2. What's a 10-Q all about?
• At its essence, it's the quarterly earnings.
• But companies often bury things in the Q
that are not in the earnings release.
• These could be subtle changes or not-so-
subtle changes.
• Deadline is 40 days after the end of the
quarter (for most companies).

3. How does 10-Q differ from 10-K?
• They are filed 3 times a
year.
• The numbers are
unaudited.
• 10-Qs tend to be shorter.
• 10-Qs are less Photo by flickr user Featheredtar
standardized than the 10-
K, making them trickier to
navigate.

4. 10-Q table of contents

5. Focus on these key things
• Are the numbers in the earnings release
significantly different than the 10-Q?
• Notes to consolidated financial statements
(aka the footnotes)
• Legal proceedings
• Goodwill
• Exhibits, especially those starting with the
number 10

6. Catch-all filing: the 8-K
• Filed for all sorts of reasons -- for everything
from an earnings release, or investor
presentation, to a CEO leaving suddenly
after getting arrested
• Commonly thought of as a "material event,”
which leaves lots of wiggle room
• Actual definition from SEC is "major event,"
which leaves even more wiggle room.
• Must be filed within 4 business days after the
event

7. What to look out for:
• Companies burying non-earnings
disclosures in an earnings 8-K
• Companies filing more than one 8-K on the
same day, particularly in earnings season
• Companies using the same 8-K to make
multiple disclosures
• Anything filed after 4 p.m. on a Friday

8. The Friday Night dump
• Very common for companies to take out the trash on Friday
night after markets closed
• Also happens before a holiday, or during a major disaster
(Hurricane Sandy) or non-business event (the presidential
election)
• 8% of all 8Ks are filed after 4 p.m. on Friday!
Photo by flickr user wyofile Photo by flickr user WarmSleepy

9. Other key filings: ownership
• Forms 3,4,5 (ownership
by directors,officers)
• 13D, 13G (5% holders)
• 13F (institutional
investors)
Photo by flickr user marc falardeau

10. Other key filings: Going public
• Companies file an S-1 before going public.
• This is often the first view of a private
company's financials.
• Very common for a company to file 5 or more
amended S-1s before they go public
• Facebook filed 8 amended filings before
going public last May.

11. Other key filings: M&A
• PREM14A: preliminary merger filing, filed by
company being acquired
• DEFM14A: final merger proxy
• S-4 (securities in biz combination)

12. From the merger proxy

13. Merger docs: cheat sheet
• Often 200 pages (or longer) so need to pick
and choose
• Background of the deal is almost always
worth reading.
• Details on executive pay/perks also
worthwhile
• Rearranging the deck chairs

14. Homework: Facebook earnings
• Facebook released
its earnings a few
weeks ago.
• Take a closer look
at the release and
give me three bullet
points on what
jumps out at you.