Items an Investor Might Find in a Form 10-K Filing
Because the government requires certain information to be
included in the Form 10-K, no matter which company's 10-K you read
through, you'll find they contain many of the same items. Let's
look at a few of them so you can feel more comfortable before you
try and tackle your first SEC filing.
- A Form 10-K filing will include an explanation of a
company’s operations, how it makes its money, and the markets in
which it currently operates. This explanation lets you
understand the business. You’ll be surprised by some of the things
you find. One of the greatest investments of the 1990s was a mutual
fund company called Janus that began as a tiny subsidiary of a
railroad in Kansas City. Shareholders who read through the
railroad's Form 10-K and found that this little money management
unit was doing spectacularly made enough money to retire in just a
few short years.
- A Form 10-K filing will provide disclosures of risks
the company faces, including current lawsuits. Throughout
my career, I’ve actually come across companies that otherwise
looked very healthy, but after a reading through their risk
disclosures, they were facing the specter of bankruptcy due to
pendinglawsuits that threatened to take down the entire firm.
Famous cases include the asbestos trials decades ago when
businesses that were only tertiarily related to construction were
sued and forced into liquidation or reorganization, wiping out the
business and its stockholders. The risk disclosures is not a
section you'll want to lightly skim through. In fact, you'll
definitely want to set time aside to read through them and
understand them in depth. Current accounting rules are written in a
way that if management cannot accurately predict the potential
damage of a certain risk, it may not have to put aside any reserve
at all so the exposure doesn't show up in the financial
statements.
- A Form 10-K filing will include the financial
statements, such as theincome statement and balance sheet, that
show you how much money a company made, its debt levels, and other
important data. The financial statements are the most
important part of the Form 10-K filing because, together, they
allow you to see what is going on with a company’s finances. The
process of reading these financial statements is not as difficult
as it sounds, but there are dozens of pitfalls that you should be
looking for as you read the 10-K. Discussing those here is far
beyond the scope of this article, but if you read Investing Lesson
3 – How to Read a Balance Sheet and Investing Lesson 4 – Income
Statement Analysis, you'll find in-depth articles and analyses to
help you make sense of these important financial statements.
- A Form 10-K filing will list aggregate operating leases
that don’t count as debt on the balance sheet but are real
obligations nonetheless. There are many forms of debt that
can make a company go bankrupt that do not show up on the balance
sheet due to accounting rules but the law requires the payments be
disclosed in the Form 10-K filing. To help you understand this
concept better, imagine that you owned a small clothing boutique at
the local mall and had no debt. You signed a lease to the mall
owner that requires a monthly rent charge of $10,000. According to
GAAP rules (those are the guidelines that determine how the
finances must be disclosed), you may end up showing little or no
debt on your balance sheet, but if revenues decline and you stop
sending checks to the landlord, the mall owner can kick you out of
your storefront and force your company into bankruptcy due to the
missed lease payment. These obligations are disclosed somewhere in
the Form 10-K, often under a section called "operating leases",
"fixed payments", or "minimum cash payments due." Find it. Read it.
Know it.
- A Form 10-K filing includes a look under the hood at a
company’s accounting policies and practices. Imagine that
you are considering buying stock in a washing machine manufacturer.
Suddenly, the company makes national headline news because
thousands of models are breaking down beyond repair. Is the company
on the hook for taking them back from customers? In the Form 10-K
filing, a company must disclose its warranty policies and estimated
warranty costs for products it sells or manufactures.
- A Form 10-K filing includes signed letters from the CEO
and CFO swearing under oath that the books are accurate to their
knowledge. These letters were made a requirement after the
accounting frauds following the dot-com bust when Worldcom and
Enron dominated the headlines. They are a way for the government to
prosecute executives that knowingly falsify their Form 10-K or
other required disclosures.
- A Form 10-K filing includes a letter from the company's
independent auditor. This letter should detail the scope
of their certification of the financial records, as well as any
material deficiencies it uncovered. If the auditor thinks the
company could face imminent demise, you might see the auditor
reference a question as to the company's ability to "continue as a
going concern" or some derivation thereof. If you ever come across
those words, or a similar phrase, alarm bells should be
ringing.
You'll Notice Certain Patterns In Form 10-K Filings by Industry
and Sector
As you develop your own circle of competence around certain
industries and sectors, you'll notice specific things that are
unique in the 10-K filings of the firms you are analyzing.
For example, if you are investing in bank stocks, you'll realize
that it's common to find page after page of information in the Form
10-K filing on the financial institution's book of loans detailing
the geographic breakdown of the money it has loaned to customers,
the type (residential mortgage, small business, real estate
development, automobile, student loan, etc.) of loans it has made,
the weighted average interest income it's generating on those
loans, the non-performance and default experience it is having with
those loans, and the reserves it is putting aside from income to
cushion against future problems with those loans.
Using 10-K Forms in Your Investment Analysis
In a nutshell, the bullet points listed above are the important
parts of a 10-K. Learning to read one is sort of like swimming. At
some point, you have to jump in the pool and get wet. You don't
need to start doing Olympic-quality dives right away or swimming
faster than Michael P