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24 Cards in this Set
- Front
- Back
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Dept. Secretary of State |
shows incorporation, business executives, mailing addresses and phone numbers, if expired incorporation then financial trouble |
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Occupational Licensing Boards |
Regulatory boards for industries that range from electricians to real estate to hairdressers, etc. |
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WARN act |
Worker Adjustment Restraining Notification Act that states if a company is going to fire > 50 employees in a 30 day period then it must notify the public...many companies accept $1500 fine. |
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Non-Profit Organizations |
Form 990 |
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UCC Records |
One business sells something to another business on credit. If it fails the other company can repossess it. (Uniform Commercial Codes) |
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Form 10Q |
SEC filing public companies must release every quarter and within 45 days of the ending of the quarter with earnings and financial information. |
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SEC |
Securities Exchange Commission. Created as a result of the great depression by U.S. government that now monitors all public companies and some private company information. |
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Form 10K |
A SEC filing that must be submitted every year at the end of the fourth quarter and fiscal year when company releases their annual report. |
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8 Things to look for in a 10Q |
1. Re-purchasing of shares of stock 2. Where the company is spending their money 3. Business Changes/Decisions in Strategy 4. Mergers and Acquisitions 5. Litigation 6. Risk Factors 7. Management Discussion & Analysis 8. Financial Performance |
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What to include in earnings reports stories (5.5 things)
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Lead Paragraph: Did earnings rise/fall by how much and why? Net income and EPS possibly add in something about competitor Explain business strategy Quote CEO or conference call How did the stock price react |
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Form 8K |
Document a publicly traded company is required to file with the SEC when there is an important event "materially important" to the life of the corporation. It must be filed within 5 days (or fined) of an event is usually published on a Friday. More common bc of FD. |
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Reasons to file an 8k |
1. leadership changes 2. Mergers and Acquisitions 3. Changing accounting firms 4. De-listing (a stock goes below $1 for a certain number of days) 5. Bankruptcy/gov't regulatory 6. Significant lawsuits 7. Anything affecting 5 percent of company revenue 8. Sexual harrassment cases 9. Change in the fiscal year |
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FD |
Fair Disclosure - act that requires companies to disclose information to investors at the same time. |
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Form 13D |
Filed when an individual/organization acquires > 5 percent of a company's stock |
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Form 14D |
SEC filing for a hostile takeover when a company wants to buy company that refuses to sell and will buy X amount of shares from investors in an attempt to acquire it. Very few 14D |
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IPO |
initial public offering |
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10 things to include in an IPO story |
1. price range of the IPO 2. How much $ they are raising in lead or right below it 3. Use of proceeds 4. Who are the underwriters 5. Consolidated financial info 6. Risk factors 7. Company strategy 8. Company offering price compared to the book value of the company 9. Something about top executives 10. How the stock price changed |
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14A SEC filing
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Most commonly in conjunction with an annual meeting...shareholder vote is required. |
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10 things to include in a 14A story |
1. Executive Compensation 2. All other compensation 3. Restricted Stock and stock options 4. Compensation Committee Report 5. Board Member pay 6. Shareholder Proposals 7. Largest Shareholders and how it has changed 8. Business Relationships (board members w co) 9. New board members/retirees 10. Put in annual meetings |
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Mergers & Acquisitions |
Deal or Acquisition but usually not a merger. When one company buys controlling interest in another company (51%) but usually 100%. |
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6 Reasons for M&A |
1. Want to eliminate competitor 2. Have too much money 3. Diversify your business 4. You can't grow anymore 5. Geographic location 6. New management |
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Regulators |
FTC and Dept. of justice to preserve competition and protect consumers from deceptive acts |
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11 things to write in a M&A story |
Lead: price of the deal and why it is being done 2. Give share price of the deal if one or both are public 3. How is the company paying for the deal (cash, stock, debt, combination) 4. Stock transaction ratio 5. Price compared to similar transactions in the same industry 6. When completed and who will approve 7. Why the deal is done 8. How did investors react to the deal 9. Affect on competitors 10. Did trading activity increase a day or two before 11. Is the deal diluted to acquiring the company or not? |
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Form S4 |
Filed when company wants to issue more stocks and when tied to an acquisition has a lot of good information. |
