
public companies. There seems to be a consensus that many of these complex
standards are not relevant to smaller, private businesses — and that the users
of their financial reports are not well served by the standards. So far, there has
not been a lot of concrete progress in identifying which particular standards
should not apply to private companies. But it’s still early in the game, so stay
tuned.
Although accountants are loath to talk about it, the blunt fact is that many (per-
haps most) private companies simply ignore some authoritative standards in
preparing their financial reports. This doesn’t mean that their financial reports are
misleading — perhaps substandard, but not seriously misleading. In any case, a
private business’s annual financial report is generally bare bones. It includes the
three primary financial statements (balance sheet, income statement, and state-
ment of cash flows), plus some footnotes — and that’s about it. I’ve seen private
company financial reports that don’t even have a letter from the president. In fact,
I’ve seen financial reports of private businesses (mostly very small companies)
that don’t include a statement of cash flows, even though this financial statement
is required according to financial reporting standards.
Public businesses are saddled with the additional layer of requirements
issued by the Securities and Exchange Commission. (This federal agency has
no jurisdiction over private businesses.) The financial reports and other
forms filed with the SEC are available to the public at http://www.sec.
gov/edgar/searchedgar/companysearch.html. The best known of these
forms is the 10-K, which includes the business’s annual financial statements in
prescribed formats, with many supporting schedules and detailed disclosures
that the SEC requires.
Many publicly owned businesses present very different annual financial reports
to their stockholders than their filings with the SEC. A large number of public
companies include only condensed financial information in their annual stock-
holder reports (not their full-blown and complete financial statements). They
refer the reader to their more detailed SEC financial report for more specifics.
The financial information in the two documents can’t differ in any material way.
In essence, a stock investor can choose from two levels of information — one
quite condensed and the other very technical.
A typical annual financial report by a public company to its stockholders is a
glossy booklet with excellent art and graphic design, including high-quality
photographs. The company’s products are promoted, and its people are featured
in glowing terms that describe teamwork, creativity, and innovation — I’m sure
you get the picture. In contrast, the reports to the SEC look like legal briefs —
there’s nothing fancy in these filings. The SEC filings contain information about
certain expenses and require disclosure about the history of the business, its
main markets and competitors, its principal officers, any major changes on the
horizon, and so on. Professional investors and investment managers definitely
should read the SEC filings. If you want information on the compensation of the
top-level officers of the business, you have to go to its proxy statement (see the
sidebar “Studying the proxy statement”).
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