Research Public Companies Through EDGAR: A Guide for Investors

This is a great introduction to resources that you can use to research any public company. All public companies must report their financials; quarterly reports, end of year tax forms, changes in top management, and so on. If you ever need to look up a company, this will give you the tools you need to navigate the public records system.


D. Information About Publicly-Traded Companies

1. Where can I find a company's financial statements and information about its operations?

Companies making a new offering of securities must disclose information about the company's financial condition and its operations in a registration statement. This information also is disclosed in the prospectus or offering document (but issuers using Form S-3 and Form S-8 can incorporate financial information by reference). Both the registration statements and the prospectuses are available in EDGAR. Since December 2005, reporting issuers that are current in filing their Securities Exchange Act of 1934 reports can incorporate by reference previously filed Exchange Act reports and other materials into a Securities Act of 1933 registration statement on Form S-1 or Form F-1.

The annual report filed on Form 10-K is the primary document you can use to research a company's financial condition and its operations. The Form 10-K includes audited financial statements, a discussion of products and services, a review of operations, management discussion and analysis, and a discussion of the company's major markets. The condensed financial statements included in the filings provide the company's assets, liabilities and earnings per share. Since the passage of the Sarbanes-Oxley Act of 2002, an issuer must include certifications from the issuer's CFO and CEO concerning the accuracy of the Form 10-K (and Form 10-Q as well). These certifications (the Sections 302 and 906 certifications) generally are attached to the filings as Exhibits 31 and 32.

The quarterly reports filed on Form 10-Q will include unaudited financial statements as well as additional information about the company's current financial position and operations.

2. Where can I find market information about a company, including market risk? The primary sources for market information are the registration statements, prospectuses, and annual reports filed on Form 10-K. In addition to providing a description of the class of securities, these documents will disclose:

  •  The primary market(s) where the security is traded. If there is no established public trading market, the issuer will make a statement to that effect.
  •  Market price information. Although the SEC filings will not provide you with current price information, you can find the high and low sale prices for exchange listed stock or the range of high and low bid information for securities listed on Nasdaq or another market. The time period covered will be each full quarterly period within the two most recent fiscal years and any subsequent interim period for which the issuer included financial statements in the filing. Market prices (and dividend information) will be adjusted to give retroactive effect to material changes arising from stock dividends, stock splits, and reverse stock splits.
  • Dividend information. You can find information on the frequency and amount of any cash dividends declared on each class of security for two most recent fiscal years and any subsequent interim period for which financial statements were presented. Companies that have not previously paid dividends may disclose information about whether they intend to pay dividends in the foreseeable future. Companies that have a history of paying dividends may make disclosures about their future intentions as well.
  • Securities holders. The filings will include the approximate number of holders of each class of common equity of the registrant.

3. Where can I find information about a company's business (including segments)? Registration statements, prospectuses, and the periodic reports filed on Form 10-K and Form 10-Q will provide a general description of a registrant's business, its subsidiaries, and any predecessors over a five year period (or less if the company has not been in operation for five years). The filings will disclose: 

  • The year the company was organized.
  • The company's form of organization.
  • Principal products produced, the principal markets for the products, and the methods of distribution.
  • Number of employees and anticipated material changes in the number of employees in various departments.
  • Competitive Conditions. 
  • Research and Development. 

4. Where can I find information about a company's legal proceedings?

Information concerning material pending legal proceedings other than "ordinary routine litigation incidental to the company's business" must be disclosed in the company's registration statements and periodic reports filed on Form 10-K and Form 10-Q. In general, claims for damages do not have to be disclosed if the amount, exclusive of interest and costs, does not exceed 10 percent of the registrant's current assts. However, the issuer must disclose information concerning any material bankruptcy, receivership, or similar proceeding (including those involving a subsidiary). Under current rules, a company also must disclose the filing of a bankruptcy petition on Form 8-K (Item 1.03) four days after the event.

5. Where can I find a company's articles of incorporation and by-laws?

Although they may be incorporated by reference, you can find a company's articles of incorporation and by-laws in Exhibit 3 to registration statements filed on Forms S-1, S-4, S-11, F-1, F-4, 10, and periodic reports filed on Form 10-K and Form 10-Q.

6. Where can I find a list of a company's officers and directors?

Registration statements and periodic reports filed on Form 10-K and Form 10-Q include the names and background information about the registrant's executive officers and directors. An issuer may incorporate this information by reference to either the proxy materials or to the annual reports to shareholders. A company must disclose the resignation of a board member in Item 5.02 of Form 8-K (prior to August 23, 2004, these changes were disclosed in Item 6 of Form 8-K).

7. Where can I find a list of a company's subsidiaries?

A list of subsidiaries must be disclosed to the SEC as Exhibit 21 toregistration statements filed on Forms S-1, S-4, S-11, F-1, F-4, 10, and the annual report filed on Form 10-K.

8. What types of "material contracts" must an issuer file as Exhibit 10 to a registration statement or periodic report?

Items 601(b)(10) of Regulation S-K and Regulation S-B describe what constitutes a material contract. Examples of material contracts include:

  • Asset Purchase Agreements
  • Bridge Loan Agreements
  • Cash Bonus Plans
  • Director Fee Agreements
  • Director Indemnification Plans
  • Employment Agreements
  • Executive Compensation Plans and Incentive Plans
  • Financial Services Agreements
  • Joint Venture Agreements
  • Lease Agreements
  • Letters of Intent
  • License Agreements
  • Pension Plans
  • Profit Sharing Plans
  • Purchase Agreements
  • Stock Option Agreements
  • Stock Purchase Agreements
  • Termination Agreements