The EDGAR Database: A Primer

February 19, 2008 by Joe Ponzio

For seven months now, I’ve been talking about “going straight to the source” to find information and financial statements to analyze companies. Websites like Morningstar are great starting points and usually have accurate financial information; still, nothing beats reading quarterly and annual reports, proxy statements, and contracts as they were filed with the US Securities and Exchange Commission.

Of course, those discussions were based on the premise that everyone is familiar with the EDGAR database. For those that are not, let me introduce you to EDGAR.

By law, companies and others who are required to file documents (e.g., annual reports, merger agreements) with the SEC must generally file those forms through the Electronic Data Gathering, Analysis, and Retrieval system – EDGAR. For the most part, data goes back to 1994 – certainly a long-enough timeframe to get to know your business.

What Will I Find on EDGAR?

Not all forms are filed on EDGAR, and not all forms are filed electronically (some are on paper and can’t be accessed). Here’s what you will generally find:

  • Annual Reports – Forms 10-K, 10-K/A (amended annual report), and 20-F (for foreign companies);
  • Quarterly Reports – Forms 10-Q and 10-Q/A;
  • Other Business Reports – Forms 8-K (e.g., press releases, announcements) and 6-K (monthly report for foreign companies);
  • Form 4 – Statement of Change in Beneficial Ownership, buys and sells required to be filed by 5+% holders of the company;
  • Form SC 13G – Form required when your company takes a 5+% stake in another public company (eg., Microsoft filed this Schedule 13G reporting its 7.26% stake in Comcast);
  • Proxy Statements – Preliminary and definitive proxy statements; Agreements and Plans of Merger; other matters to be put to vote;

The list goes on and on. In short, virtually anything that is required to be “disclosed” to the public needs to be filed on the EDGAR database.

How Do I Find This Stuff?

Over the next week or so, we’ll be going through the EDGAR system so that this seemingly overwhelming beast can become your best friend. For now, let’s dive in and familiarize ourselves with the layout.

To start, head over to the SEC’s EDGAR page. I have put a permanent link to EDGAR on the left side of this page, under Blog Resources. You’ll be taken to a page where you’ll see something similar to the following:

For this exercise, we are going to look at Home Depot (ticker: HD). We can search by company name or enter the ticker symbol. We’ll do the latter. When initially looking at a company, I choose “Exclude” Ownership Forms so I can focus on the annual and other reports. I’ll do the same here:

At this point, we are now at the screen that shows all of Home Depot’s filings, less the ownership forms (Forms 3, 4, and 5). The screen is overwhelming at first, and yet it is very self-explanatory – Form, Formats, Description, Filing Date, File/Film N(umber).

Let’s look at Home Depot’s Form 8-K (Current report) filed on December 17, 2007 (2007-12-17). We can view the [html] version or the plain [text] version. We’ll choose [html] because they sometimes have links to help us quickly jump around the document. Click [html] next to that Form 8-K.

We are now at the page that lists all the documents associated with this 8-K. In this case, there is just the one document (the 8-K) and the Complete submission text file. (Compare that to the 8-K filed on January 18, 2008 that contains the 8-K, an Exhibit (EX-99.1), and a graphic). We want to see the 8-K, so we click a07-31480_18k.htm.

Voila! We now have the Dec. 17, 2007 “current report”:

On December 13, 2007, Larry Johnston informed the Company that he is resigning from the Company’s Board of Directors, effective immediately, due to increasing demands on his time. Mr. Johnston did not cite any disagreement on any matter relating to the Company’s operations, policies or practices.

Some Things To Remember

Keep in mind a few things that will help you in your journey: (1) You can’t break the EDGAR database so feel free to horse around and get to know it; and, (2) The “Forms” are standard, but what is filed with those forms and the titling is up to the company.

In this case, Home Depot called the 8-K a07-31480_18k – a unique name probably used to keep HD’s records organized. Compare that to Microsoft’s 8-K filed on Feb. 14, 2008 – the Form 8-K is entitled d8k.htm, pretty easy to pick out of a crowd.

So, head over to the SEC’s EDGAR database and start messing around. You never know what you’ll find.

A Note From Joe Ponzio

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