Public and Private Companies

 

Public Companies are U.S. companies that have issued securities through an initial public offering (IPO), which are traded on a stock exchange or market.

 

Private Companies in the United States are not regulated by the federal government, except for the requirements of legal agreements, such as the leasing of equipment or ownership of property which are a matter of public record.  It is at the discretion of a private company if, and what, they decide to disclose about their business operations.

fyi:  Forbes annual list of America’s Largest Private Companies 2016 is a good reference source.

 

Public Company Info

The Securities and Exchange Commission requires all public companies in the U.S. to disclose specific details about their operations and securities offerings in documents known as SEC filings. These filings provide a clear view of a company’s history, current activities and strategic plans and are the most complete source of essential company information.  

SEC Company Filings Search  Sample Query:  Zulily, Inc.

 

7 Key SEC Filings: 

 

  • Registration Statement: Often referred to as the Form S-1 (k.a. Initial Public Offering (IPO) filings, and Prospectus). Filed when a company issues stock; requisite for all new companies. Loaded with useful information; usually contains a detailed description of how the business operates, its history, management, financial condition, the CEO’s employment contract, information about the amount and location of real properties owned by the corporation.

 

  • 8-K  Current reports on all matters of importance in the current life of the corporation: movement of executives or directors; corporate changes, merger announcements; litigation news, etc. The SEC requires immediate disclosure (1-3 days from occurrence) for certain events – restated earnings, bankruptcy, acquisitions or disposition of assets, and departures or executive appointments.

 

  • 10-Q  Filed at the end of each of the first three quarters, it’s the precursor to the 10-K; details the company’s latest developments and provides a preview of the direction leadership plans to take the company.

 

  • 10-K  Filed annually at the end of the 4th quarter, the 10-K provides the most comprehensive analysis of the company. Describes domestic and international operations, business segments, history, real estate, supply chain, patents, licenses, litigation, R&D, competition & employees.  Includes audited financial statements and information about the leadership – top management bios, including prior work history and current board activity.  Also includes the CEO’s explanation of the company’s financial condition and operations; excellent source of intelligence about corporate strategy and market competitors.  If the company is too new to have filed a 10-K, then the Form S-1 is a fine substitute.

 

  • 13-G (a.k.a.Beneficial Ownership): Any outside investor who purchases 5% or more of a company’s stock is required to complete a Form 13-G.

 

  • Proxy Statement (DEF-14A)– official notification of matters voted on at the annual shareholders’ meeting; includes compensation (salary, bonus, stock options) for company management; salaries and bios of board members, corporate committee membership and scope, and more.

 

  • 20-F – The 10-K equivalent for foreign companies trading on a U.S. stock exchange. (For more foreign company information, use online company site or a fee-based service such as Thomson ONE.)

 

TIP:  If a required SEC document is not filed on time or not filed at all, this is a red flag.  Check Twitter, Facebook, LinkedIn, the online publications library in either Nexis or Factiva to see if there is news associated with this event.

 

In addition to the SEC, here are two premium web products that include information on private and foreign companies.  Available via the J-School Database list

 

Mergent​​​ contains company reports, both domestic and international, executive bios, shares held by institutional holders, annual reports and more.   Sample Query: Nestle S.A., Koch Industries, KS

 

Hoover’s Academic  A full subscription features in-depth information on over 40,000 public, private, U.S., and international companies covered by Hoover’s industry experts; includes coverage of more than 600 industries.   Sample Query: BP (British Petroleum), Koch Industries, Fresh Direct

 

Additional Sources of Company/Industry Information

Earnings Call Transcripts is a free searchable online source for discussion of the financial results of a reporting period by executives of publicly held companies. Done by way of an 800 number and on the internet.

 

Newswires ​​via AP, Reuters, DJNewswire, Agence France Press…EDITED by someone outside the company; includes information released by the company, but may also include additional relevant information; provides a level of objectivity. 

 

Press Releases​​ via PRNewswire, Businesswire, M2Presswire are directly from the company; keep in mind, there’s no editing; selling image; CAVEAT!

 

Companies are required to file papers of incorporation with the office of the Secretary of State in the state where their business will be conducted, e.g. New York State’s Corporation and Business Entity Database includes business and not for profit corporations, limited partnerships, limited liability companies and limited liability partnerships, as well as other miscellaneous businesses.  No financial data is available.

Lawsuits ​​​​are also a good way to sleuth for information, especially about private companies.  Use the following resources for lawsuits filed in Federal, State or Local courts:

  • Federal​​​​ Courts – P.A.C.E.R (Assistance available in the J-School research center)
  • NYS Civil Supreme Court​​​ – case information. Try a sample search using Rite Aid as one of the parties in the case.

 

Other countries like the U.K. and Canada have their own institutions for company filings:

There’s always a story to be told about corporate influence on elections and government business.

 

Researching Non-Profits

 

Section 501(c) of the IRS Code defines nonprofit charitable tax exempt organizations; most nonprofits fall under section 501(c)3 

Form 990 is the annual reporting return that certain tax exempt organizations must file with the IRS.

Like the Form 10K which publicly held companies must file annually, the Form 990 provides information on the nonprofit’s mission, programs and finances. Here’s a good tutorial on How to Read the New IRS Form 990, courtesy of the Nonprofit Coordinating Committee of New York.

 

Guidestar is a 501(c)3 public charity that collects information about IRS-registered nonprofit organizations.  Best source for information about nearly 2 million nonprofits. Information available about each nonprofit’s mission, finances, programs, governance, and more.  If you’re doing a quick search or need only a little information, use the free basic search.  GuideStar Premium is available via the J-School Database List andSecure Login protocols.  Please remember to Logout when you’ve completed your search.  For more extensive research and analysis, subscribe to GuideStar Premium Pro.  Sample Search:  Oxford House; Association of Black Foundation Executives

Guidestar’s Highlights of IRS Form 990 

Useful Guidestar Tips 

 

CitizenAudit  Search 15 years of nonprofits  (including foundations, hospitals, universities, political groups & more) form 990s for every charity that files them. Search by organization name, or search for any word or person within the body of documents.  (J-School access with Secure Login protocols.) Please remember to Logout when you’ve completed your search.

 

Investigating Charities – International Consortium of Investigative Journalists

 

Dig deeper into a nonprofit’s finances – Center for Investigative Reporting provides a guide to help in examining the financial statements of nonprofits.

 

ProPublica’s free 990 Explorer  Search over 1.8 million tax returns for tax-exempt organizations and see financial details such as their executive compensation, revenues and expenses.  You can browse raw IRS data released since 2013 and access tax filing documents going back as far as 2001.

 

 

Charity Navigator — good financial evaluations of nonprofits

 

Which organizations are not required to file the Form 990?

  • Faith-based organizations
  • State institutions
  • Nonprofits that have not received tax-exempt status
  • Subsidiary organizations whose corporate bodies have already filed

 

 

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