# Listed: guides and glossary in full > Free research on US public companies from SEC EDGAR filings. No stock prices, no investment advice. Index: https://www.listed.markets/llms.txt # Guides ## How to read a 10-K Source: https://www.listed.markets/guides/how-to-read-a-10-k > A practical order for reading a company's annual report: which items to open first, what to look for in each, and which questions to bring. A 10-K can run to two hundred pages. Nobody needs to read it front to back, and the first page is not the best place to start. This guide suggests an order, says what to look for in each part, and lists the questions worth bringing. It assumes you have the company's latest [10-K](/glossary/10-k) open, either on Listed's filing page or on sec.gov. ### Before you open it Have three things beside you: - **Last year's 10-K.** Much of what matters in a 10-K is what changed since the last one. A risk factor that is new, a customer that is no longer named, a sentence in MD&A that got shorter. - **The financial summary.** Listed's company page shows revenue, margins, net income, cash flow and the balance sheet for five fiscal years and eight quarters. Knowing the shape of the numbers first tells you which parts of the text to read closely. - **A list of questions.** "Why did gross margin fall two points?" is a better guide through a 10-K than "is this a good company?". ### Start with Item 7: MD&A Management's Discussion and Analysis of Financial Condition and Results of Operations is the company explaining its own numbers. Read it first because it tells you what management thinks mattered this year. What to look for: - **The explanation of each change.** When revenue grew, was it more units, higher prices, an acquisition, or currency? Companies are required to explain material changes, and the way they split them up is revealing. - **Segments.** The total can hide a growing business carrying a shrinking one. MD&A usually discusses results by segment. - **Liquidity and capital resources.** Where the company's cash comes from, what it plans to spend, and what it owes. This section often states how long the company expects its cash to last. - **Critical accounting estimates.** The judgements that most affect the numbers: how revenue is recognized on long contracts, how goodwill is tested, how reserves are set. A change in one of these can move profit without any change in the business. - **What is not said.** If a topic was discussed at length last year and is missing this year, ask why. MD&A is written by management. Treat it as their account, and check it against the statements. ### Then Item 8: the financial statements Item 8, Financial Statements and Supplementary Data, holds the audited statements: the income statement, the balance sheet, the cash flow statement, the statement of shareholders' equity, and the notes. The figures on Listed come from this item's XBRL data. Start with the **auditor's report**, at the beginning of Item 8. - Its opinion should be "unqualified": the statements present fairly, in all material respects. Anything else is rare and serious. - A paragraph about **going concern** means the auditor has substantial doubt that the company can continue for the next year. - **Critical audit matters** are the areas the auditor found most difficult. They point to the riskiest judgements in the numbers. Then read the statements against each other: - Does [operating cash flow](/glossary/operating-cash-flow) roughly track [net income](/glossary/net-income) over several years? A persistent gap needs an explanation. - Are receivables or inventory growing faster than revenue? - How much of the cash is [cash and equivalents](/glossary/cash-and-equivalents), and how much sits in short-term investments? Then the **notes**. You do not need all of them. These usually repay the time: - **Revenue recognition:** when the company counts a sale, and how much of its revenue is from contracts it has not yet delivered. - **Segments:** revenue and profit by business line and region. - **Debt:** what is owed, at what rates, and when each piece is due. A large maturity in the next two years is worth knowing about. - **Leases:** obligations that often do not appear in [total debt](/glossary/total-debt). - **Stock-based compensation:** how much of the company's pay is in shares, and how much dilution it creates. - **Commitments and contingencies:** purchase obligations, guarantees and lawsuits. - **Subsequent events:** what happened between the year end and the filing. ### Then Item 1A: risk factors Risk factors are long, and much of the text is defensive: a list of everything that could conceivably go wrong. Reading them all from the top is the least efficient way through. Instead, compare them with last year's. New risk factors, and existing ones that were rewritten or moved up the list, are the signal. Listed extracts this section, so you can read it on its own and set it beside the previous year's. ### Then Item 1: business Item 1 describes what the company does, how it makes money, who its customers and competitors are, how it is regulated, and how many people it employs. Read it once in full for a company you do not know. For one you follow, skim it for changes: new products, new segments, a major customer that is no longer named, a change in headcount. ### The other items worth a few minutes - **Item 1C, Cybersecurity:** how the company manages cyber risk and who oversees it. - **Item 3, Legal Proceedings:** material lawsuits. The notes often have more detail. - **Item 5, Market for the company's equity:** dividends, and a table of share buybacks in the last quarter of the year. - **Item 7A, Quantitative and Qualitative Disclosures About Market Risk:** how exposed the company is to interest rates, currencies and commodity prices, often with the effect of a stated move. For a company with floating-rate debt or large foreign sales, this matters. - **Item 9A, Controls and Procedures:** whether management and the auditor concluded that internal control over financial reporting is effective. A **material weakness** here means a reasonable chance that a material error would not be caught. It often comes before or with a [restatement](/glossary/restatement). - **Item 9B, Other Information:** among other things, directors and officers who adopted or ended a [Rule 10b5-1 plan](/glossary/rule-10b5-1-plan) in the last quarter. - **Part III, Items 10 to 14:** directors, executive pay, ownership and the auditor's fees. These are usually incorporated by reference from the proxy statement, the [DEF 14A](/glossary/def-14a), filed a few weeks later. ### The exhibits Item 15 lists the exhibits. A few are worth knowing: the list of subsidiaries (Exhibit 21), the auditor's consent (Exhibit 23), the officers' certifications (Exhibits 31 and 32), material contracts such as credit agreements and executive employment agreements (Exhibit 10), and the company's clawback policy (Exhibit 97). ### Questions to bring - What does this company sell, to whom, and how does it get paid? - What changed since last year, in the numbers and in the words? - Where does the cash come from, and where does it go? - What does the company owe, and when? - Which judgements could move the numbers most? - What would have to be true for the risks that are new this year to matter? None of these questions has a right answer you can look up. The 10-K gives you the material to form your own view. ### How Listed helps Each figure on a company page carries a note with its XBRL concept, its period and the accession number of the filing it came from, so you can go from a number to the line in the 10-K that states it. The filing page for a 10-K lists its documents and the sections Listed extracts (Business, Risk Factors, MD&A, Legal Proceedings, and Controls), each linked to the original. Where a figure is missing, the page says "not reported", and the [glossary entry](/glossary/not-reported) explains why that happens. For the quarterly reports in between, see [how to read a 10-Q](/guides/how-to-read-a-10-q). ## How to read a 10-Q Source: https://www.listed.markets/guides/how-to-read-a-10-q > What is in a quarterly report, how its columns differ from the annual report's, and how to read one quickly against the last 10-K. A [10-Q](/glossary/10-q) is shorter than a 10-K and it is meant to be read with one. It updates the annual report for the quarter that just ended, so the useful question is always the same: what changed since the 10-K? This guide covers the structure, the traps in the columns, and a quick order for reading one. ### What a 10-Q is US public companies file a 10-Q for each of the first three quarters of their [fiscal year](/glossary/fiscal-year). There is no 10-Q for the fourth quarter. The 10-K covers the full year instead. A 10-Q is due 40 days after the quarter ends for large accelerated and accelerated filers, and 45 days for everyone else. Many companies announce their results earlier, in an earnings release furnished on an [8-K under item 2.02](/glossary/8-k-item-2-02), and file the 10-Q the same day or a few weeks later. Its financial statements are **not audited**. The company's auditor reviews them, which is a narrower check than an audit. A figure in a 10-Q can still change in the 10-K. ### The structure **Part I, Financial Information** - **Item 1, Financial Statements.** Condensed versions of the income statement, balance sheet, cash flow statement and statement of shareholders' equity, with condensed notes. - **Item 2, Management's Discussion and Analysis.** Management's explanation of the quarter and the year to date. - **Item 3, Quantitative and Qualitative Disclosures About Market Risk.** Usually a short update, or a statement that nothing material has changed since the 10-K. - **Item 4, Controls and Procedures.** Management's conclusion on whether its disclosure controls work, and any change in internal control during the quarter. **Part II, Other Information** - **Item 1, Legal Proceedings.** Developments in material lawsuits. - **Item 1A, Risk Factors.** Only material changes from the 10-K. Many companies write "no material changes". When they do add one, read it. - **Item 2, Unregistered Sales of Equity Securities and Use of Proceeds.** Includes the table of share buybacks for the quarter, month by month. - **Item 3, Defaults Upon Senior Securities.** Usually "none". When it is not, it matters. - **Item 4, Mine Safety Disclosures.** - **Item 5, Other Information.** Includes directors and officers who adopted or ended a [Rule 10b5-1 plan](/glossary/rule-10b5-1-plan) during the quarter. - **Item 6, Exhibits.** Including the officers' certifications and any new material contracts. ### Read the column headings Most mistakes made with 10-Qs come from reading the wrong column. - **The income statement has two sets of columns:** the three months ended on the quarter date, and the year to date (six months in Q2, nine in Q3). Each is shown for this year and the same period last year. - **The cash flow statement has only the year to date.** There is no three-month cash flow column. To get the second quarter's operating cash flow on its own, you subtract the first quarter's figure from the six-month figure. Listed does this subtraction for you and shows each quarter separately; see [operating cash flow](/glossary/operating-cash-flow). - **The balance sheet compares with the last fiscal year end,** not with the previous quarter. A change in cash "since December" in a September 10-Q covers nine months. ### Compare with the same quarter a year earlier Most businesses are seasonal. Retailers sell more in the holiday quarter; some software companies close more deals in their fourth quarter; travel companies peak in summer. Comparing a quarter with the one just before it mostly measures the season. Compare it with the same quarter a year earlier instead, which is what the 10-Q's own columns do and what Listed's [year-over-year growth](/glossary/yoy-growth) uses. ### A quick order for reading one If you have already read the company's 10-K, a 10-Q can be read in under an hour. 1. **The income statement, three-month columns.** Revenue, gross profit, operating income and net income against the same quarter last year. Note what moved. 2. **MD&A, results of operations.** Find management's explanation of each change you noted. Check whether the explanation adds up: if revenue grew 10% and management attributes it all to price, units were flat. 3. **The balance sheet.** Cash, receivables, inventory and debt against the fiscal year end. Receivables or inventory growing much faster than revenue are worth a question. 4. **The cash flow statement.** Year-to-date operating cash flow and capital expenditure against the same period last year. 5. **MD&A, liquidity.** Any change in credit lines, debt or covenants, and what the company says about its cash. 6. **Part II, Item 1A.** Any new risk factor. 7. **The notes on segments, debt and subsequent events.** Changes since the 10-K. 8. **Part I, Item 4.** Any change in internal control, especially one related to a previously reported material weakness. ### What the fourth quarter looks like Because there is no fourth-quarter 10-Q, and most companies stopped reporting fourth-quarter figures in the 10-K after 2021, the fourth quarter has to be derived. Listed computes Q4 flows, such as revenue and cash flow, as the fiscal year less the first three quarters: ``` Q4 = fiscal year − Q1 − Q2 − Q3 ``` This does not work for per-share figures, because the share count changes during the year. Q4 [diluted EPS](/glossary/diluted-eps) appears on Listed only when the company reports it. See [TTM](/glossary/ttm) for how the four quarters are combined. ### Filed after the earnings release When the 10-Q follows an earnings release, compare the two. The release often leads with adjusted, [non-GAAP](/glossary/non-gaap-measure) figures and a quarter's highlights. The 10-Q gives the full statements, the notes and the risk factors. Differences between the release and the 10-Q are rare, but a figure that changed between them deserves a look at the explanation. ### How Listed helps Listed's quarterly figures come from the 10-Q's XBRL data, usually within about five minutes of EDGAR accepting the filing. Each figure's note gives its concept, period and accession number. The filing page lists the 10-Q's documents and the sections Listed extracts, linked to the original on sec.gov. Members can set an alert for a company's next 10-Q. In the forecast leagues, the 10-Q plays two parts. If no earnings release came first, its acceptance time locks every forecast on the company for that quarter. Its XBRL figures are the actuals the forecasts are scored against. See [how Listed leagues score your calls](/guides/how-listed-leagues-score-your-calls). ## Reading an 8-K Source: https://www.listed.markets/guides/reading-an-8-k > How current reports work, which item numbers matter most, the difference between filed and furnished, and how to read an earnings release with care. An [8-K](/glossary/8-k) is a company telling the market that something happened. Between a company's quarterly and annual reports, it is the main way news reaches EDGAR. Some 8-Ks are routine; a few are the most important filing a company makes all year. The item numbers tell you which is which before you read a word of the text. ### The four-day rule For most events, an 8-K is due within four business days. In practice many are filed the same day, especially when the company also issues a press release. Some items have their own timing: - **Item 2.02, results,** is filed when the results are announced, which is usually the same day as the earnings release. - **Item 7.01, Regulation FD disclosure,** is used to make information public to everyone at once, often at the same moment it is shared with some investors. - **Item 1.05, a material cybersecurity incident,** is due four business days after the company decides the incident is material, not after the incident itself. The EDGAR acceptance time, shown on Listed's filing pages to the second in Eastern Time, is the precise record of when the filing became public. ### Start with the items Every 8-K lists its items on the first page. Listed shows them in plain words in every filing list. These are the ones most worth knowing: **Section 1, the company's business** - **1.01, Entry into a Material Definitive Agreement.** A large contract, a merger agreement, a credit agreement. The agreement is often attached as an exhibit. - **1.02, Termination** of such an agreement. - **1.05, Material Cybersecurity Incidents.** **Section 2, financial information** - **2.01, Completion of Acquisition or Disposition of Assets.** A deal has closed. - **2.02, Results of Operations and Financial Condition.** The earnings release. See below. - **2.03, Creation of a Direct Financial Obligation.** New debt. - **2.05, Costs Associated with Exit or Disposal Activities.** Often layoffs or closing a business, with the expected cost. - **2.06, Material Impairments.** The company has concluded an asset is worth materially less than its book value. **Section 4, accountants and financial statements** - **4.01, Changes in Registrant's Certifying Accountant.** The auditor has resigned, been dismissed or declined to stand again. The 8-K must say whether there were disagreements, and the former auditor writes a letter in response. - **4.02, Non-Reliance on Previously Issued Financial Statements.** The company says earlier statements should no longer be relied on, which means a [restatement](/glossary/restatement) is coming. Few 8-K items are more serious. **Section 5, governance and management** - **5.02, Departure and appointment of directors and certain officers, and executive pay.** See [8-K item 5.02](/glossary/8-k-item-5-02). - **5.03, Amendments to the articles or bylaws, or a change in fiscal year.** - **5.07, Submission of Matters to a Vote of Security Holders.** The results of the annual meeting, vote by vote. **Sections 7, 8 and 9** - **7.01, Regulation FD Disclosure.** Often an investor presentation. - **8.01, Other Events.** Anything the company chooses to report that no other item covers. - **9.01, Financial Statements and Exhibits.** Lists the attachments. Almost every 8-K has it. An 8-K with only 7.01 and 9.01 is usually a presentation. One with 4.02 needs reading in full, today. ### Filed or furnished Information under items 2.02 and 7.01 is "furnished", not "filed". The difference is legal: furnished information is not subject to the liability that Section 18 of the Securities Exchange Act attaches to filed documents, and it is not automatically part of the company's other registration statements. Companies still face liability for fraud in furnished information. What it means for a reader is that an earnings release carries a different legal weight from the audited 10-K that follows. ### Reading an earnings release Most 8-Ks with item 2.02 attach the press release as Exhibit 99.1. Some also attach slides or the text of prepared remarks. **Find the GAAP figures first.** Releases often lead with [non-GAAP measures](/glossary/non-gaap-measure): adjusted earnings per share, adjusted EBITDA, free cash flow by the company's own definition. The rules require the most comparable GAAP figure to be shown with equal or greater prominence, and a reconciliation between them. The reconciliation table, usually near the end, shows exactly what was taken out. Read it before the headline. **Separate results from guidance.** Many companies give a forecast for the next quarter or the year. Guidance is the company's own expectation, with all the uncertainty that implies. Its forward-looking statements come with a warning paragraph for that reason. **Note what is missing.** A release that drops a metric it used to report, or changes a definition, is telling you something. **Expect the full statements later.** The release figures are not tagged in XBRL. The tagged figures arrive with the 10-Q or 10-K, which also carries the notes and risk factors. The two usually agree. When they do not, the 10-Q or 10-K is the version that counts. ### Amendments An 8-K/A amends an earlier 8-K. A common one adds the financial statements of a business the company bought, which can be filed up to 71 calendar days after the original 8-K was due. Read the explanatory note at the start to see what it changes. See [amendment](/glossary/amendment). ### What an 8-K does not tell you An 8-K reports the event, usually in careful language reviewed by lawyers. It rarely says why. A departure "to pursue other opportunities" may be exactly that or something else, and the filing will not say. Look for what follows: a 10-Q risk factor, a change in guidance, a later 8-K. ### How Listed helps - Filing lists on every company page show each 8-K's items in plain words, usually within about two minutes of EDGAR accepting it. - Members can set an alert for a company's 8-Ks, filtered to the items they care about, such as 2.02 or 5.02. Free members get a daily email; Pro alerts arrive within minutes. - The daily filings digest groups the previous day's 8-Ks by item. - In the forecast leagues, an 8-K with item 2.02 filed after a quarter ends locks every forecast on that company. Scoring waits for the 10-Q or 10-K. See [how Listed leagues score your calls](/guides/how-listed-leagues-score-your-calls). ## Insider trades: what Form 4 tells you Source: https://www.listed.markets/guides/insider-trades-what-form-4-tells-you > How to read a Form 4 line by line, which transaction codes are decisions and which are paperwork, and what an insider's trade can and cannot tell you. When a company's directors and officers buy or sell its shares, they must say so in public within two business days. That filing is [Form 4](/glossary/form-4). It is one of the few places where you can see what the people running a company do with their own money. It is also easy to misread, because most Form 4 lines are not trades at all. ### Who files Section 16 of the Securities Exchange Act covers three groups, together called [insiders](/glossary/insider): - the company's directors; - its officers, meaning the executives who make policy: the chief executive, the chief financial officer, the principal accounting officer, division heads and similar, not everyone with "vice president" in their title; - anyone who owns more than 10% of a class of its registered equity securities. Each insider files [Form 3](/glossary/form-3) on becoming one, Form 4 within two business days of most changes in their holdings, and [Form 5](/glossary/form-5) once a year for anything not yet reported. Insiders of foreign private issuers are exempt, so those companies have no Form 4s. ### The parts of a Form 4 **The header** names the insider, the company, the insider's relationship to it (director, officer with title, 10% owner) and the date of the earliest transaction. A checkbox says whether any transaction was made under a [Rule 10b5-1 plan](/glossary/rule-10b5-1-plan). **Table I** covers shares and other non-derivative securities. For each line: - the title of the security and the transaction date; - the [transaction code](/glossary/transaction-code), with a `V` if it is reported voluntarily; - the number of shares, and (A) if acquired or (D) if disposed of; - the price per share; - the shares held after the transaction; - whether they are held directly (D) or indirectly (I), and if indirectly, through whom: a trust, a spouse, a partnership. **Table II** covers derivative securities: options, restricted stock units, warrants. It shows exercise prices, exercise and expiry dates, and the underlying shares. **The footnotes** are where the explanation lives. Read them every time. They give the range of prices behind a weighted average, name the trust that holds the shares, give the date a trading plan was adopted, and explain anything unusual. ### The code matters more than the direction A Form 4 line that says shares were disposed of may be a sale, a gift, or shares withheld for tax. The [transaction code](/glossary/transaction-code) tells you which. | Code | What it is | Is it a market decision? | | ---- | ---------- | ------------------------ | | P | Purchase on the open market or in a private deal | Yes. The insider chose to spend their own money | | S | Sale on the open market or in a private deal | Yes, unless made under a 10b5-1 plan, when the decision was made earlier | | A | Grant or award from the company as pay | No. The company gave it | | M | Exercise of options or conversion of a derivative under a company plan | Partly. Timing can be chosen, but options also expire | | F | Shares withheld or delivered to pay an exercise price or the tax on vesting | No. It is how the tax gets paid | | G | Gift | No market decision, though the timing can be chosen | | D | Shares returned to the company under an exempt plan | Rarely | Two codes are worth reading together. An option exercise (M) followed the same day by a sale (S) of the same number of shares is a cashless exercise: the insider turned options into cash. It is a sale, but it is often driven by the options' expiry date or the vesting schedule more than by a view of the company. Mind the two meanings of D. The "(A) or (D)" column says whether shares were acquired or disposed of. Code D is a specific kind of disposition to the company. A sale is code S with (D) in the column. ### Reading the price The price on a Form 4 is the price the insider reported, not a market quote. Large orders are often filled in many trades at different prices, and the form may show one weighted average with a footnote giving the range. Listed labels it "reported price" for that reason, and shows no market prices anywhere. ### What a purchase can tell you, and what it cannot Open-market purchases (code P) are the transactions people watch most, because an insider who buys with their own money is making a choice nobody required of them. Some things to weigh: - **Size relative to the person.** A purchase that is small next to the insider's pay or existing holding says less than one that is large. - **Who is buying.** A purchase by the chief executive or chief financial officer, who see the most, is different from one by a newly appointed outside director meeting a share-ownership guideline. - **More than one insider.** Several insiders buying in the same window is a pattern. One is an event. - **Timing.** Most companies let insiders trade only in windows after results are published. A purchase just after results is normal. None of this tells you what will happen next. Insiders can be wrong about their own companies, and they buy for reasons of their own. ### What a sale can tell you, and what it cannot Insiders sell far more often than they buy, mostly for reasons that have nothing to do with their view of the company: diversifying, paying tax, buying a house. Most executive pay arrives in shares, so selling some of them is ordinary. - **Check for a 10b5-1 plan.** A sale under a plan was set up months earlier, after a mandatory waiting period. It says less about the insider's view today. - **Check the share of the holding.** The "shares held after" column shows whether the sale was a small part of the holding or most of it. - **Check for patterns.** A sale that breaks a long habit is more interesting than one that follows it. ### Late filings A Form 4 is due within two business days, but some are late. The company's proxy statement must name insiders who filed late during the year. Compare the transaction date with the filing date, especially for older transactions reported on Form 5. ### How Listed shows insider trades - **Company pages** list the last 20 open-market transactions, codes P and S. Each is marked "Purchase" with ▲ or "Sale" with ▼, in words as well as colour, with the reported price and the value. - **Insider pages** list one person's filings across every company they report on, keyed by their [CIK](/glossary/cik). - **Timing:** Form 4s appear on Listed about five minutes after EDGAR accepts them. - **Alerts:** members can set an alert for a company's Form 4 filings. Each line links to the Form 4 on sec.gov, so you can read the footnotes and the full table yourself. They usually explain more than the numbers do. ## What a 13F shows and what it hides Source: https://www.listed.markets/guides/what-a-13f-shows-and-what-it-hides > Who files 13F reports, what one holding line contains, the many things a 13F leaves out, and how to read a fund's quarter-to-quarter changes without overreading them. Every quarter, the largest investment managers in the US file a list of what they hold. Those [13F](/glossary/13f) reports are widely read, because they are the closest the public gets to seeing inside other investors' portfolios. They are also widely overread. A 13F is a partial, delayed snapshot of one day, and it leaves out much of what a manager actually does. ### Who files Form 13F must be filed by every institutional investment manager that exercises investment discretion over $100 million or more in "Section 13(f) securities". That includes hedge funds, mutual fund managers, pension funds, banks, insurers and family offices that manage enough money. The filer is the **manager**, not a fund. A manager running dozens of funds files one report covering all of them. When several managers share discretion over the same holdings, one may report them and the others file a short notice saying so (a `13F-NT`). ### When Within 45 days after the end of each calendar quarter. The holdings are as of the last day of the quarter. A report filed on the deadline describes a portfolio as it stood six weeks earlier. ### What one line shows Each holding is one line in an information table: - **Name of issuer** and **title of class**, such as common stock, a share class, or a note; - **[CUSIP](/glossary/cusip)**, the nine-character id of the security; - **value**, at the end of the quarter. Since 2023 this is in dollars; earlier reports gave it in thousands of dollars, so check the date before comparing old and new figures; - **shares or principal amount**, and which of the two it is; - **put or call**, if the line is a listed option; - **investment discretion**: sole, shared with another manager, or other; - **other managers** included in the line; - **voting authority**: how many shares the manager can vote alone, shares with others, or cannot vote. ### What it does not show This is the longer list, and the more important one. - **Short positions.** A 13F lists long positions only. A manager can be short a stock in a size that more than offsets the long position shown, and the 13F will not say. - **Most of the portfolio, for many managers.** Only Section 13(f) securities are reported: mostly US exchange-listed shares, plus certain listed options, convertible bonds and exchange-traded funds. Cash, most bonds, shares listed only outside the US, private companies, real estate, commodities and most derivatives are absent. - **What happened during the quarter.** A stock bought in week two and sold in week ten never appears. A position that looks unchanged may have been sold and rebought. - **When and at what price.** The report gives a value at the quarter end, not the dates or prices of trades. - **Which fund holds it.** The report covers the whole manager. Mutual funds report their own holdings separately, on Form N-PORT. - **Small positions.** A holding of fewer than 10,000 shares and less than $200,000 in value may be left off. - **Positions under confidential treatment.** A manager can ask the SEC to delay disclosure of a position, for example while it is still building it. Approved positions appear later in an amended report. - **Why.** Nothing in a 13F explains a decision. ### The trap in options Listed put and call options are reported with the number of underlying shares and the value of those shares, not the value of the options. A put line for a large number of shares looks, in a quick total, like a large long holding, when it may be a position that gains if the stock falls, or a hedge against the manager's long position. Read the put/call column before adding anything up. ### Reading the changes The most common use of 13Fs is to compare one quarter with the last: new positions, positions closed, positions increased or cut. Some cautions: - **The changes are between two snapshots, six weeks stale and three months apart.** By the time you see a new position, the manager may already have sold it. - **Value changes are not trades.** A holding's value can double because the share price rose, with no shares bought. Compare share counts, not values. - **Size matters relative to the portfolio.** A position that is 0.1% of a large manager's reported holdings is a rounding error to them, however large the dollar figure. - **Quant and index managers** hold thousands of positions for reasons that have nothing to do with a view on any single company. - **Large holders also file elsewhere.** A manager that crosses 5% of a company's voting shares files a [Schedule 13D](/glossary/schedule-13d) or [13G](/glossary/schedule-13g), often much sooner than its next 13F. Those filings are more timely and, in the case of a 13D, say what the holder intends. ### How Listed shows 13F data - **Fund pages** show each manager's latest quarter as filed: issuer name, class, CUSIP, value and shares, with the change from the quarter before. - **Source and delay.** Holdings come from the SEC's quarterly Form 13F data sets, which follow the filing deadlines. A fund page can be up to three months behind the filings themselves, on top of the 45 days a manager has to file. Each page says which quarter and which data set it shows. - **No link to company pages.** CUSIPs are licensed identifiers and the full list is not public. Listed keeps no CUSIP master, so it does not map holdings to company pages. The issuer name is as the manager filed it. - **No prices.** Values are as the manager reported them at the quarter end. Listed does not revalue holdings at today's prices, because it shows no prices at all. ### A fair summary A 13F tells you that a manager held at least this many shares of a listed security on one day, at the end of a quarter, and nothing about why, for how long, or what else they held against it. That is useful information. It is a starting point for reading, not a list of anyone's best ideas. ## How Listed leagues score your calls Source: https://www.listed.markets/guides/how-listed-leagues-score-your-calls > A worked walk through one league target, from the quarter end to the score, with the formula, illustrative examples, the fourth-quarter case and the void rule. Listed's forecast leagues score one thing: how close your forecast of a reported figure came to the figure the company then reported. No prices are involved, and nobody decides the outcome by hand. The company's filing does. This guide follows one target from start to finish and works through the arithmetic. The [league rules](/league-rules) are the authority; this guide explains them. All company figures below are illustrative round numbers, not any real company's results. ### Why reported figures A share price moves for many reasons, most of them unknowable. A company's revenue for a quarter that has already ended is a fact that exists before anyone knows it. Forecasting it rewards reading: the last few 10-Qs, what management said in MD&A, the company's own guidance, the season. The 10-Q settles the question, and every forecast is scored the same way. ### The life of a target **1. The quarter ends.** Say a company's fiscal quarter ends on June 30. The next day it becomes a target in the season's leagues, and the league page lists it with its period end and the date its 10-Q is due. **2. You forecast.** You enter three figures for the quarter: revenue, diluted EPS and gross margin. The forecast page shows the company's last four reported values beside each field for reference. You can add a rationale of up to 1,000 characters. You can change your forecast as often as you like. **3. The first results filing locks it.** Some weeks later, the company issues its earnings release and files it on an 8-K with item 2.02. The moment EDGAR accepts that filing, to the second, every forecast on the target locks. Your forecast now shows a rule through it, with the time it locked and the filing that locked it. Anything saved after that second does not count, even if the site had not caught up yet. **4. The 10-Q arrives.** The release locked the forecasts, but it does not score them. Scoring waits for the 10-Q, whose XBRL data gives the figures as reported. Listed takes the figures **as first reported** in that 10-Q. If the company restates them next year, your score stays the same. **5. You are scored.** Each of the three metrics gets a score from 0 to 100. Your forecast appears as a faint mark behind the reported figure, beside everyone else's. ### The formula Each metric is scored separately with the same formula: ``` score = 100 × max(0, 1 − |forecast − actual| / tolerance) ``` In words: work out how far off you were, divide by the tolerance, and take that share away from 100. Miss by nothing and you score 100. Miss by half the tolerance and you score 50. Miss by the whole tolerance or more and you score 0. The score never goes below zero. The tolerance depends on the metric: | Metric | Tolerance | | ------ | --------- | | Revenue | 10% of the absolute actual | | Diluted EPS | 20% of the absolute actual, at least $0.05 | | Gross or operating margin | 5 percentage points | Revenue and EPS tolerances scale with the company, so a large company and a small one are equally hard to forecast. Margins use a fixed number of points, because a margin is already a ratio. ### A worked example An illustrative company reports these figures in its 10-Q: | Metric | Actual | Your forecast | | ------ | ------ | ------------- | | Revenue | $500 million | $480 million | | Diluted EPS | $0.20 | $0.23 | | Gross margin | 42.0% | 44.5% | **Revenue.** The tolerance is 10% of $500 million, which is $50 million. You were $20 million off. ``` 100 × (1 − 20 / 50) = 60 ``` **Diluted EPS.** 20% of $0.20 is $0.04, which is below the $0.05 minimum, so the tolerance is $0.05. You were $0.03 off. ``` 100 × (1 − 0.03 / 0.05) = 40 ``` The minimum stops a company with tiny earnings per share from making every forecast a near miss. Without it, a company earning $0.01 a share would have a tolerance of a fifth of a cent. **Gross margin.** You were 2.5 percentage points off, against a tolerance of 5. ``` 100 × (1 − 2.5 / 5) = 50 ``` Your total for this target is 60 + 40 + 50 = 150 out of 300. All three metrics scored above zero, so all three are hits. ### Losses and negative numbers The tolerance uses the absolute value of the actual, so losses work the same way. Suppose an illustrative company reports diluted EPS of −$0.50, a loss. - The tolerance is 20% of $0.50, which is $0.10. - A forecast of −$0.45 is $0.05 off and scores 50. - A forecast of −$0.40 is $0.10 off and scores 0. - A forecast of +$0.10, a profit, is $0.60 off and scores 0. ### The fourth quarter Companies file no 10-Q for the fourth quarter of their fiscal year. The 10-K reports the full year, and most companies no longer report the fourth quarter on its own. So the 10-K both locks fourth-quarter forecasts (if no earnings release came first) and supplies the year's figures, and Listed derives the quarter: ``` Q4 = fiscal year − Q1 − Q2 − Q3 ``` Each figure in that sum is as first reported. With illustrative figures: a fiscal year's revenue of $2,000 million and quarters of $450 million, $480 million and $500 million give a fourth quarter of $570 million. Gross profit is derived the same way, and the fourth-quarter gross margin is the derived gross profit divided by the derived revenue. Diluted EPS cannot be derived like this. Earnings per share do not add up across quarters, because the number of shares changes during the year. If the 10-K does not report a three-month diluted EPS figure for the fourth quarter, the EPS metric on that target is **void for everyone**. Nobody scores on it, and it does not count against anyone's hit rate. ### Other void cases A metric is void for everyone whenever the filings cannot support it: the 10-Q or 10-K does not report it, or actual revenue is zero, which leaves no tolerance for revenue and no margin to compute. If no 10-Q or 10-K for the quarter arrives within 120 days of the period end, the whole target is void. Void means void. Listed never estimates an actual to rescue a metric. ### Operating margin instead of gross margin Banks, insurers and many service companies report no gross profit. For those targets the third metric is operating margin, scored with the same 5-point tolerance. The target page says which margin applies before you forecast. ### From scores to a rank Your season total is the sum of every metric you were scored on, across every target in the league. A blank metric scores 0, the same as a miss. Ties on total score go to the member whose last change to a counted forecast was saved earlier. When the targets are scored, you can share a rank card showing your rank, your score and your best call. If you turn on a public profile, every scored call appears on your page with its error, your reasoning, and the discussion on it. Leagues award badges only. There is no entry fee, no prize and nothing of cash value. A high rank shows that your forecasts of reported figures were close. It says nothing about investing, and nothing about next quarter. # Glossary ## 8-K Source: https://www.listed.markets/glossary/8-k > The current report a US public company files to announce a material event, usually within four business days. The 8-K is a current report. A US public company files one to announce an event that shareholders should know about between its quarterly and annual reports. In most cases it is due within four business days of the event. ### Items Each 8-K lists one or more numbered items that say what it is about. Some of the most read: | Item | What it covers | | ---- | -------------- | | 1.01 | Entry into a material definitive agreement | | 1.05 | Material cybersecurity incident | | 2.01 | Completion of an acquisition or sale of assets | | 2.02 | Results of operations and financial condition | | 2.05 | Costs of exit or disposal activities, such as layoffs | | 2.06 | Material impairments | | 4.01 | Change of the company's auditor | | 4.02 | Previously issued financial statements should no longer be relied on | | 5.02 | Departure or appointment of directors and certain officers, and executive pay | | 5.07 | Results of a shareholder vote | | 7.01 | Regulation FD disclosure | | 8.01 | Other events | | 9.01 | Financial statements and exhibits | ### Filed or furnished Information under items 2.02 and 7.01 is "furnished" rather than "filed". That limits the company's liability for it under one section of the securities laws, unless the company chooses to incorporate it into another filing. ### On Listed Filing lists show each 8-K's items in plain words, and members can set alerts for particular items. The guide [reading an 8-K](/guides/reading-an-8-k) covers what to look for. ## 8-K item 2.02 Source: https://www.listed.markets/glossary/8-k-item-2-02 > The 8-K item a company uses to furnish an announcement of its results for a completed period, usually its earnings release. Item 2.02 of Form 8-K, "Results of Operations and Financial Condition", is used when a company publicly announces results for a period that has ended. In practice it is how the earnings press release reaches EDGAR, usually as Exhibit 99.1, on the same day the release goes out. ### What to know - The information is **furnished, not filed**, which limits the company's liability for it under one section of the securities laws. - The earnings release often leads with **non-GAAP measures**, such as adjusted earnings. The release must also show the most comparable GAAP figure and reconcile the two. See [non-GAAP measure](/glossary/non-gaap-measure). - The release figures are **not in XBRL**. The audited or reviewed figures, tagged in XBRL, come later with the 10-Q or 10-K. They usually match the release, but not always. ### On Listed - In the forecast leagues, an 8-K with item 2.02 filed after a quarter ends **locks** every forecast on that company, at the time EDGAR accepted it. Scoring waits for the 10-Q or 10-K. See the [league rules](/league-rules). - Listed's financial figures come from 10-Q and 10-K XBRL data only, never from earnings releases. ## 8-K item 5.02 Source: https://www.listed.markets/glossary/8-k-item-5-02 > The 8-K item for directors and senior officers leaving or joining, and for changes to executive pay. Item 5.02 of Form 8-K covers changes at the top of a company: "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers". ### What triggers it - A director resigns, retires, is removed or declines to stand again. If a director leaves over a disagreement with the company, the 8-K must describe it, and the director can respond in writing. - The chief executive, president, chief financial officer, principal accounting officer or chief operating officer leaves or is appointed, or another named executive officer leaves. An appointment comes with the person's background, their pay arrangements, and any transactions between them and the company. - The board appoints a new director between shareholder meetings. - A named executive officer's pay arrangements are adopted or materially changed. ### What to read The wording of a departure is chosen carefully. A departure "effective immediately", an interim replacement, or a departure close to a reporting deadline can all be worth a second look, though none of them proves anything on its own. Exhibits often include the employment or separation agreement. ### On Listed Filing lists show 5.02 in plain words, and members can set alerts for 8-Ks with this item. ## 10-K Source: https://www.listed.markets/glossary/10-k > The annual report a US public company files with the SEC, with audited financial statements and a full description of the business. The 10-K is the annual report that US public companies file with the SEC. It describes the business, its risks and its results for the fiscal year, and contains the audited financial statements. It is the most complete single document a company publishes about itself. ### When it is due After the end of the fiscal year: 60 days for large accelerated filers, 75 days for accelerated filers, and 90 days for everyone else. See [filer category](/glossary/filer-category). ### What is in it - **Part I:** Item 1 Business, Item 1A Risk Factors, Item 1B Unresolved Staff Comments, Item 1C Cybersecurity, Item 2 Properties, Item 3 Legal Proceedings, Item 4 Mine Safety Disclosures. - **Part II:** Item 5 Market for the company's equity and share buybacks, Item 6 (reserved), Item 7 Management's Discussion and Analysis (MD&A), Item 7A Quantitative and Qualitative Disclosures About Market Risk, Item 8 Financial Statements and Supplementary Data, Item 9 Changes in and Disagreements with Accountants, Item 9A Controls and Procedures, Item 9B Other Information, Item 9C foreign jurisdictions that prevent inspections. - **Part III:** Items 10 to 14 on directors, officers, pay, ownership and the auditor's fees. These are often incorporated by reference from the proxy statement ([DEF 14A](/glossary/def-14a)). - **Part IV:** Item 15 Exhibits and Financial Statement Schedules, Item 16 Form 10-K Summary. ### On Listed A company's latest 10-K is linked from its page. The filing page lists its documents and the sections we extract (Business, Risk Factors, MD&A, Legal Proceedings, and Controls), each linked to the original on sec.gov. Annual figures come from its XBRL data. The guide [how to read a 10-K](/guides/how-to-read-a-10-k) suggests where to start. ## 10-Q Source: https://www.listed.markets/glossary/10-q > The quarterly report a US public company files for each of the first three quarters of its fiscal year, with unaudited financial statements. The 10-Q is the quarterly report US public companies file for each of the first three quarters of their fiscal year. There is no 10-Q for the fourth quarter: the 10-K covers it. ### When it is due 40 days after the end of the quarter for large accelerated and accelerated filers, 45 days for everyone else. ### What is in it - **Part I, Financial Information:** Item 1 Financial Statements, Item 2 MD&A, Item 3 Quantitative and Qualitative Disclosures About Market Risk, Item 4 Controls and Procedures. - **Part II, Other Information:** Item 1 Legal Proceedings, Item 1A Risk Factors (changes only), Item 2 Unregistered Sales of Equity Securities and Use of Proceeds (including buybacks), Item 3 Defaults Upon Senior Securities, Item 4 Mine Safety Disclosures, Item 5 Other Information, Item 6 Exhibits. The financial statements are not audited. The company's auditor reviews them, which is a narrower check than an audit. ### Three-month and year-to-date figures The income statement shows the quarter and the year to date. The cash flow statement shows only the year to date. The balance sheet compares the quarter-end with the last fiscal year-end, not with the previous quarter. ### On Listed Quarterly figures come from the 10-Q's XBRL data. In the forecast leagues, a 10-Q is both a results filing that locks forecasts and the source of the actual figures that score them. See [how to read a 10-Q](/guides/how-to-read-a-10-q). ## 13F Source: https://www.listed.markets/glossary/13f > The quarterly report institutional investment managers with $100 million or more in US-listed securities file to disclose their long positions. Form 13F is a quarterly holdings report. Institutional investment managers who exercise investment discretion over $100 million or more in "Section 13(f) securities" (mostly US exchange-listed shares, plus certain options and convertible securities) must file it within 45 days after the end of each calendar quarter. ### What it shows Each holding on the last day of the quarter: the issuer's name, the class of security, its [CUSIP](/glossary/cusip), the value, the number of shares, whether it is a put or a call, and who has investment discretion and voting authority. Since 2023, values are reported in dollars; earlier filings reported them in thousands. ### What it does not show Short positions, cash, most bonds, shares listed outside the US, private investments, when during the quarter anything was bought or sold, and at what price. The guide [what a 13F shows and what it hides](/guides/what-a-13f-shows-and-what-it-hides) goes through the gaps. ### On Listed Fund pages show each manager's latest quarter as filed, with the change from the quarter before. Holdings come from the SEC's quarterly 13F data sets, so they can be up to three months behind the filings themselves. Listed keeps no CUSIP master, so holdings are not linked to company pages. ## 20-F Source: https://www.listed.markets/glossary/20-f > The annual report filed by foreign private issuers, the non-US companies whose shares trade in the US. Form 20-F is the annual report filed by foreign private issuers: companies organized outside the US whose shares or depositary receipts trade in the US, and which are mostly owned or run outside it. It is due within four months of the end of the fiscal year. ### How it differs from a 10-K - **Accounting.** Financial statements can follow IFRS as issued by the International Accounting Standards Board, without reconciling to US accounting rules. - **No 10-Qs.** Foreign private issuers are not required to file quarterly reports. They furnish news, including interim results if they publish them at home, on Form 6-K, usually without XBRL financial data. - **No Forms 3, 4 or 5.** Their insiders are exempt from the US insider reporting rules, and the companies are exempt from the US proxy rules. Canadian companies that qualify can file a 40-F instead, based on their Canadian disclosure. ### On Listed Annual figures come from the 20-F's XBRL data, which uses the IFRS taxonomy where the company reports under IFRS. Quarterly figures for these companies are usually "not reported", because no quarterly XBRL data exists. See [not reported](/glossary/not-reported). ## Accession number Source: https://www.listed.markets/glossary/accession-number > The unique id EDGAR gives every filing. Listed cites it beside every figure. An accession number is the unique id EDGAR assigns to every filing when it is submitted. Listed shows it in the note beside every figure, so you can open the exact filing the figure came from. ### Format Eighteen digits in three groups: ``` NNNNNNNNNN-YY-SSSSSS ``` - **NNNNNNNNNN:** the [CIK](/glossary/cik) of whoever submitted the filing. That is often the company itself, but it can be a filing agent working for it, or an insider filing their own Form 4. - **YY:** the year of submission. - **SSSSSS:** a sequence number for that submitter in that year. So the first part of an accession number does not reliably tell you which company a filing is about. The filing's index page does. ### Finding the filing On sec.gov, a filing's documents sit in a folder named after the accession number with the dashes removed, under the company's CIK. Listed's filing pages live at `/filings/` and link to that folder. ### Why it matters Companies amend and restate. The same period can have several values from several filings. The accession number says which one you are looking at. ## Amendment Source: https://www.listed.markets/glossary/amendment > A filing that changes or completes an earlier one, marked with /A after the form type. An amendment changes or completes an earlier filing. Its form type is the original's with `/A` added: `10-K/A`, `10-Q/A`, `8-K/A`, `SCHEDULE 13D/A`. ### Why companies amend - **To add what was left out.** A common 10-K/A adds Part III (directors, pay, ownership) when the proxy statement will not be filed within 120 days of the year end. - **To correct.** An amended 10-K or 10-Q can carry restated financial statements. See [restatement](/glossary/restatement). - **To follow up.** An 8-K/A often adds the financial statements of a business the company bought, which it may file later than the original 8-K. - **To update.** A Schedule 13D/A reports a material change in a large holder's position or plans. ### Reading it Check the explanatory note at the start: it says why the amendment exists and what it changes. An amendment that only adds Part III says nothing new about the numbers. One that restates them does. Listed keeps the figures from every filing, and each figure's note names the filing it came from. ## Capital expenditure Source: https://www.listed.markets/glossary/capital-expenditure > Cash a company paid in a period for property, plant and equipment, from the investing section of the cash flow statement. Capital expenditure (capex) is the cash a company paid in a period to buy or build long-lived physical assets: buildings, machinery, data centres, stores, vehicles. It appears in the investing section of the cash flow statement. ### How Listed shows it As reported, from the line for purchases of property, plant and equipment: `PaymentsToAcquirePropertyPlantAndEquipment`, or `PurchaseOfPropertyPlantAndEquipmentClassifiedAsInvestingActivities` for IFRS filers. The XBRL fact records the payment as a positive amount, and Listed shows it that way: money spent. Quarterly figures are derived from year-to-date figures, as for [operating cash flow](/glossary/operating-cash-flow). ### What it leaves out - Buying whole businesses (acquisitions), which is a separate investing line. - Software and other intangible assets, when the company reports them on their own line. - Assets taken on under leases, which involve no cash payment at the start. So a company that capitalizes a lot of software on a separate line, or leases most of its assets, shows lower capex here than its spending on long-lived assets would suggest. ### When it says "not reported" The company reports its spending under a different concept, such as a combined line for property and intangible assets, or one of its own. ## Cash and equivalents Source: https://www.listed.markets/glossary/cash-and-equivalents > Cash and very short-term, highly liquid investments on the balance sheet date. Cash and cash equivalents are cash in hand and in bank accounts, plus investments so short-term and liquid that they are as good as cash: typically those maturing within three months of purchase, such as money market funds and Treasury bills. ### How Listed shows it As reported on the balance sheet, under the XBRL concept `CashAndCashEquivalentsAtCarryingValue`, or `CashAndCashEquivalents` for IFRS filers. It is an amount on one date, the balance sheet date, so it is never added across quarters. ### What it leaves out - **Short-term investments and marketable securities.** Many large companies hold most of their liquid funds in these, on separate lines. Cash and equivalents alone can understate how much a company could raise quickly. - **Restricted cash.** Cash the company cannot freely use is reported separately. The cash flow statement's ending balance usually includes restricted cash, so it can differ from the balance sheet figure Listed uses. ### When it says "not reported" The company tags its cash with a different concept, for example one that combines cash with restricted cash on the face of the balance sheet, or one of its own. ## CIK Source: https://www.listed.markets/glossary/cik > The Central Index Key: the permanent number the SEC assigns to every filer. The Central Index Key (CIK) is the number the SEC assigns to every person and entity that files on EDGAR: companies, funds, insiders and filing agents. It is permanent. A company keeps its CIK when it changes its name or its ticker, and a CIK is never reused. ### Format Up to ten digits. SEC data files pad it to ten digits with leading zeros (`CIK##########.json`). Both forms identify the same filer. ### Why use it instead of a ticker Tickers change, are reused by other companies, and differ between share classes of the same company. The CIK does not. Listed identifies companies by CIK behind the scenes and shows the ticker for convenience. `/companies/cik/` redirects to the company's page. ### Insiders have CIKs too Every person who files a Form 3, 4 or 5 has a CIK of their own. Listed's insider pages are keyed by it, so one person's filings across several companies appear together. ## Cost of revenue Source: https://www.listed.markets/glossary/cost-of-revenue > The direct costs of producing the goods and services a company sold in a period. Cost of revenue is what it cost a company to produce the goods and services it sold in a period: materials, factory labour, freight, the servers that run a software service, and similar direct costs. Filings also call it cost of sales or cost of goods sold. ### How Listed shows it As reported, from the income statement in the 10-Q or 10-K. The usual XBRL concepts are `CostOfRevenue` and `CostOfGoodsAndServicesSold`, and `CostOfSales` for IFRS filers. Q4 is derived as the fiscal year less the first three quarters. ### What to check What goes into cost of revenue is the company's choice, within the accounting rules. Some companies include depreciation and the amortization of acquired intangibles; others report them on separate lines and say so ("exclusive of depreciation"). Two companies in the same industry can have different costs of revenue for the same economics. Read the line's description on the face of the income statement. ### When it says "not reported" - The company does not present cost of revenue. Banks, insurers and many service companies do not. - The company presents its expenses by their nature (staff costs, materials, depreciation) rather than by function, which some IFRS filers do. - The company tags it with a concept of its own. ## Current assets Source: https://www.listed.markets/glossary/current-assets > Assets a company expects to turn into cash, sell or use up within a year, on the balance sheet date. Current assets are what a company expects to turn into cash, sell or use up within a year, or within its operating cycle if that is longer. They include cash and equivalents, short-term investments, receivables from customers, inventory and prepaid expenses. ### How Listed shows it As reported, the total of the current section of the balance sheet: `AssetsCurrent`, or `CurrentAssets` for IFRS filers. It is an amount on the balance sheet date. It is the numerator of the [current ratio](/glossary/current-ratio). ### When it says "not reported" Banks, insurers and some other financial companies present an unclassified balance sheet, listing assets by liquidity without a current subtotal. There is no figure to report. ## Current liabilities Source: https://www.listed.markets/glossary/current-liabilities > Obligations a company must settle within a year, on the balance sheet date. Current liabilities are obligations due within a year, or within the operating cycle if that is longer: amounts owed to suppliers, wages and taxes payable, the current portion of long-term debt, short-term borrowings, and payments customers have made for things not yet delivered (deferred revenue). ### How Listed shows it As reported, the total of the current section of the balance sheet: `LiabilitiesCurrent`, or `CurrentLiabilities` for IFRS filers. It is the denominator of the [current ratio](/glossary/current-ratio). ### Reading it Deferred revenue is a liability, but it is settled by delivering a service, not by paying cash. A subscription business with large deferred revenue can have high current liabilities without a cash problem. ### When it says "not reported" Banks, insurers and some other financial companies present an unclassified balance sheet with no current subtotal. ## Current ratio Source: https://www.listed.markets/glossary/current-ratio > Current assets divided by current liabilities, on the same balance sheet date. The current ratio compares what a company expects to turn into cash within a year with what it must pay within a year. ### Formula ``` current ratio = current assets / current liabilities ``` Both are as reported, on the same balance sheet date. See [current assets](/glossary/current-assets) and [current liabilities](/glossary/current-liabilities). ### Reading it - A ratio above 1 means current assets exceed current liabilities. - Higher is not always better. A very high ratio can mean cash or inventory is sitting idle. - Lower is not always worse. Businesses that collect from customers before they pay suppliers, such as many retailers and subscription companies, can run comfortably below 1. - Current assets include inventory, which may take time to sell or be worth less than its book value. ### When it says "not reported" Banks, insurers and some other financial companies present an unclassified balance sheet, with no split between current and non-current items, so neither figure exists. The ratio is also not shown when either figure is missing or current liabilities are zero. ## CUSIP Source: https://www.listed.markets/glossary/cusip > The nine-character code that identifies a specific US security. 13F holdings are listed by it. A CUSIP is a nine-character code that identifies a specific security issued in the US or Canada: one class of a company's shares, one bond issue, one fund. The first six characters identify the issuer, the next two the issue, and the last is a check digit. ### Where you meet it [13F](/glossary/13f) reports list each holding by its CUSIP, along with the issuer's name and the class of security. A company with two share classes has two CUSIPs. ### On Listed CUSIPs are licensed identifiers, and the master list is not public. Listed keeps no CUSIP master, so 13F holdings are shown as filed and are not linked to company pages. For the same reason, a holdings file you import must use tickers: a row with only a CUSIP stays unmatched. ## Debt-to-equity Source: https://www.listed.markets/glossary/debt-to-equity > Total debt divided by shareholders' equity, on the same balance sheet date. Debt-to-equity compares what a company has borrowed with the equity its shareholders have in it, on the books. ### Formula ``` debt-to-equity = total debt / shareholders' equity ``` Both are as reported on the same balance sheet date. [Total debt](/glossary/total-debt) is long-term debt, its current portion and short-term borrowings; [shareholders' equity](/glossary/shareholders-equity) excludes non-controlling interests. ### Reading it - A ratio of 1 means debt equals book equity. - Other sources often define debt-to-equity as total liabilities divided by equity, which gives a higher figure. Check the definition before comparing numbers from different places. - **Negative equity.** If equity is negative, the formula gives a negative ratio. That does not mean low debt: it means equity is below zero, and the ratio no longer measures what it usually does. - Industries differ. Utilities and real estate companies usually carry far more debt for their equity than software companies. ### When it says "not reported" Total debt or shareholders' equity is not reported for the date, or equity is zero. ## DEF 14A Source: https://www.listed.markets/glossary/def-14a > The definitive proxy statement a company sends shareholders before a meeting, covering director elections, executive pay and other votes. DEF 14A is the EDGAR form type for a definitive proxy statement. A company sends it to shareholders before a shareholder meeting, usually the annual meeting, to explain what they will vote on. ### What is in it - **The votes:** director elections, ratification of the auditor, the advisory vote on executive pay ("say on pay"), and any proposals from management or shareholders. - **Executive pay:** the Compensation Discussion and Analysis, the summary compensation table, and the pay versus performance disclosure. - **The board:** each director's background, independence and committee roles. - **Ownership:** a table of the company's largest holders and the shareholdings of directors and officers. - **Related-party transactions** between the company and its insiders. - **Insiders who filed late** Forms 3, 4 or 5 during the year. Part III of the 10-K is often incorporated by reference from the proxy statement, so the proxy is where those 10-K items actually live. ### Related forms A preliminary proxy (`PRE 14A`) is filed first when the meeting includes certain matters. The results of the vote are reported on an [8-K](/glossary/8-k) under item 5.07. ## Diluted EPS Source: https://www.listed.markets/glossary/diluted-eps > Diluted earnings per share, exactly as the company reported it. Listed never computes it. Diluted earnings per share (EPS) is net income available to common shareholders divided by the weighted average number of shares outstanding, counting the shares that options, restricted stock units, convertible securities and warrants would add if they turned into shares. It is the per-share profit figure most often quoted. ### How Listed shows it **As reported, never computed.** Listed shows the diluted EPS figure the company tagged (`EarningsPerShareDiluted`, or `DilutedEarningsLossPerShare` for IFRS filers), for the periods the company reported it, in dollars per share. It does not divide net income by diluted shares itself. The company's figure reflects preferred dividends, the rules for securities that share in profits, and the rule that potential shares are left out when counting them would make the figure look better (for example, a smaller loss per share). Those adjustments cannot be rebuilt reliably from the totals. For the same reason: - **No trailing EPS.** Per-share figures do not add up across quarters, because the share count changes. Listed does not add four quarters of EPS into a [TTM](/glossary/ttm) figure. - **No derived Q4.** A 10-K reports diluted EPS for the year. Unless the company also reports a three-month figure for the fourth quarter, Q4 diluted EPS is "not reported". In the forecast leagues, that makes the EPS metric void for everyone. A company with a loss often reports one figure for basic and diluted EPS together (`EarningsPerShareBasicAndDiluted`), because counting extra shares cannot make a loss per share smaller. That combined figure is the diluted figure. ### When it says "not reported" - The period is a fourth quarter, and the 10-K has no three-month EPS figure. - The company reports EPS under a concept of its own. - The company has no common shares traded publicly in the usual way, such as some partnerships and trusts, which report earnings per unit. ## Diluted shares Source: https://www.listed.markets/glossary/diluted-shares > The weighted average number of shares outstanding in a period, including the shares that options and convertibles would add. Diluted shares is the weighted average number of common shares outstanding during a period, plus the shares that options, restricted stock units, warrants and convertible securities would add if they turned into shares and would reduce earnings per share. It is the denominator of [diluted EPS](/glossary/diluted-eps). ### How Listed shows it As reported, under the XBRL concept `WeightedAverageNumberOfDilutedSharesOutstanding`, for each period the company reported it. ### What it is not - **Not the shares outstanding today.** The cover page of a 10-K or 10-Q gives the number of shares outstanding on a recent date. That is a count at one moment; diluted shares is an average over the period, with dilution added. - **Not additive.** A year's diluted share count is weighted across the year. It is not the sum of the quarters, and Listed does not derive a Q4 figure from it. ### Reading it A falling share count usually means the company is buying back stock; a rising one means it is issuing stock, often to employees as pay. Item 5 of the 10-K and Part II, Item 2 of the 10-Q show buybacks. ### When it says "not reported" The company does not tag a diluted weighted average share count for the period, or uses a concept of its own. ## EDGAR Source: https://www.listed.markets/glossary/edgar > The SEC's Electronic Data Gathering, Analysis, and Retrieval system, where companies file and the public reads. Listed's only source. EDGAR (Electronic Data Gathering, Analysis, and Retrieval) is the SEC's system for receiving filings and publishing them. Electronic filing became mandatory for US public companies in the 1990s. Anyone can read EDGAR, free and without an account. ### Acceptance time and filing date EDGAR accepts filings from 6:00 a.m. to 10:00 p.m. Eastern Time on business days. Each filing gets an acceptance time, to the second. Most filings submitted after 5:30 p.m. ET get the next business day as their filing date, though Forms 3, 4 and 5 submitted by 10:00 p.m. keep the same day. The acceptance time is the more precise record of when information became public. ### On Listed Every figure on Listed comes from EDGAR, and each page names the filing behind its figures. The forecast leagues lock forecasts at the EDGAR acceptance time of the first results filing. The [data sources](/data-sources) page lists the EDGAR services Listed uses and how far behind EDGAR each part of the site runs. Listed is not affiliated with or endorsed by the SEC. ## Filer category Source: https://www.listed.markets/glossary/filer-category > The SEC's size category for a company, based mainly on its public float, which sets its filing deadlines. A company's filer category depends mainly on its public float: the market value of its shares held by people other than its affiliates, measured on the last business day of its second fiscal quarter. The category sets how fast it must file. | Category | Broadly | 10-K due | 10-Q due | | -------- | ------- | -------- | -------- | | Large accelerated filer | Public float of $700 million or more | 60 days | 40 days | | Accelerated filer | Public float of $75 million to under $700 million | 75 days | 40 days | | Non-accelerated filer | Below that, or a smaller company with under $100 million of revenue | 90 days | 45 days | Days are counted from the end of the fiscal year or quarter. A company also needs to have been filing for a year to be accelerated. ### Other labels - **Smaller reporting company:** public float under $250 million, or revenue under $100 million with a float under $700 million. Such companies may give scaled-down disclosures. - **Emerging growth company:** a company with less than $1.235 billion of annual revenue, for up to five years after its first sale of shares to the public, with lighter requirements during that time. ### On Listed The filer category is shown on each company page. It tells you when the next 10-Q or 10-K is due, which matters for the forecast leagues. ## Fiscal quarter Source: https://www.listed.markets/glossary/fiscal-quarter > One of the four three-month periods of a company's fiscal year. The first three are reported on 10-Qs, the fourth inside the 10-K. A fiscal quarter is one of the four three-month periods of a company's [fiscal year](/glossary/fiscal-year). The quarters are numbered from the start of the fiscal year, not the calendar year, so one company's Q1 can be another's Q3. ### How each quarter is reported - **Q1, Q2 and Q3** are each reported on a 10-Q. The income statement gives the three months and the year to date; the cash flow statement gives the year to date only. - **Q4** has no 10-Q. The 10-K reports the full year, and most companies no longer report the fourth quarter on its own. ### On Listed Three-month figures that the filings do not give directly are derived by subtraction from year-to-date figures. Q4 is the fiscal year less the first three quarters. This works for amounts that add up over time, such as revenue and cash flow. It does not work for per-share figures, so Q4 [diluted EPS](/glossary/diluted-eps) is shown only when the company reports it. In the forecast leagues, a company becomes a target when its fiscal quarter ends, and stays open until its first results filing for that quarter. ## Fiscal year Source: https://www.listed.markets/glossary/fiscal-year > The twelve-month period a company reports on, which need not match the calendar year. A company's fiscal year is the twelve-month period its annual report covers. Many companies use the calendar year, but many do not: retailers often end their year after the holiday season, and some technology companies end theirs in June or September. ### Names can mislead Companies usually name a fiscal year after the calendar year in which it ends, but not always. A "fiscal 2027" can be mostly in calendar 2026. Read the dates, not the label. ### 52 and 53 week years Some companies end their year on the same weekday each year, such as the last Saturday of January, rather than on a fixed date. Their years run 52 weeks, with a 53rd week every five or six years. A 53 week year has an extra week of sales, which flatters growth that year. ### On Listed Each company page shows its fiscal year end. In the SEC's company facts data, the fiscal year label attached to a figure describes the filing it came from, not the period the figure covers, so a 10-K's prior-year comparison figures carry the new year's label. Listed places each figure by its own start and end dates instead. ## Form 3 Source: https://www.listed.markets/glossary/form-3 > An insider's first statement of what they own in the company, filed within 10 days of becoming an insider. Form 3, "Initial Statement of Beneficial Ownership of Securities", is the first filing a new [insider](/glossary/insider) makes. It lists the company's securities they own, directly and indirectly, including options and other derivatives. ### When it is due Within 10 days of becoming an insider: being appointed a director or officer, or crossing 10% ownership of a class of registered shares. When a company first registers its shares, as at an IPO, existing insiders file by the date the registration takes effect. ### Reading it A Form 3 is a starting point, not a transaction. It shows no purchase or sale, so Listed does not list it among insider trades. It explains holdings that later [Form 4](/glossary/form-4) filings change. ## Form 4 Source: https://www.listed.markets/glossary/form-4 > The filing an insider makes within two business days of buying, selling or otherwise changing their holdings of the company's securities. Form 4, "Statement of Changes in Beneficial Ownership", is filed by a company's [insiders](/glossary/insider) (its directors, its officers and anyone owning more than 10% of a class of its registered shares) when their holdings change. It is due within two business days of the transaction. ### What it shows - **Table I:** shares and other non-derivative securities, with the date, the [transaction code](/glossary/transaction-code), the amount, whether it was acquired (A) or disposed of (D), the price, the holding after the transaction, and whether it is held directly or indirectly (through a trust or family member, for example). - **Table II:** derivative securities such as options and restricted stock units, with exercise prices and dates. - **Footnotes,** which often explain the most: a weighted average price across many trades, the trust that holds the shares, or the trading plan the sale was made under. - A checkbox showing whether the transaction was made under a [Rule 10b5-1 plan](/glossary/rule-10b5-1-plan). ### On Listed Company pages list the latest open-market purchases and sales (codes P and S), each marked "Purchase" or "Sale" in words. The price is labelled "reported price": it is the price the insider reported on the form, not a market price. Each insider has their own page across companies. See [insider trades: what Form 4 tells you](/guides/insider-trades-what-form-4-tells-you). ## Form 5 Source: https://www.listed.markets/glossary/form-5 > An insider's annual statement of changes in ownership that were exempt from Form 4 or should have been reported earlier. Form 5, "Annual Statement of Changes in Beneficial Ownership", is filed by an [insider](/glossary/insider) within 45 days after the end of the company's fiscal year. It reports transactions that did not need a [Form 4](/glossary/form-4) at the time, such as certain small acquisitions, and any transactions that should have been reported on Form 4 but were not. ### Reading it - Many insiders never file a Form 5, because they have nothing to report on it. - A Form 5 can reveal a transaction long after it happened. Check the transaction date, not only the filing date. - Since 2023, gifts of securities must be reported on Form 4 within two business days, so Form 5 now carries fewer of them than before. - Late Form 4 filings show up here, and the company's proxy statement must name insiders who filed late. ## Free cash flow Source: https://www.listed.markets/glossary/free-cash-flow > Operating cash flow less capital expenditure, both as reported. One formula, used for every company. Free cash flow is the cash a company's operations generated after paying for the physical assets it needs to keep running and growing. It is the cash available to repay debt, pay dividends, buy back shares or make acquisitions. ### Formula ``` free cash flow = operating cash flow − capital expenditure ``` Both inputs are as reported: [operating cash flow](/glossary/operating-cash-flow) and [capital expenditure](/glossary/capital-expenditure) for the same period. Capital expenditure is a positive amount spent, so it is subtracted. [TTM](/glossary/ttm) free cash flow is the sum of the last four quarters. ### Why it may differ from the company's figure Free cash flow is not defined by accounting standards. When a company quotes it in an earnings release, it is a [non-GAAP measure](/glossary/non-gaap-measure) and the company chooses the definition: some subtract capitalized software, lease payments or the cash cost of acquisitions; some add items back. Listed uses the one formula above for every company, so figures are comparable across companies, but they will not always match what a company says. ### Reading it Negative free cash flow is not a verdict on its own. A young company investing heavily, or a mature one in a large build-out year, can have negative free cash flow for a while. Look at several years and at what the cash was spent on. ### When it says "not reported" Either input is not reported for the period. ## Gross margin Source: https://www.listed.markets/glossary/gross-margin > Gross profit as a share of revenue, for the same period. Gross margin is gross profit as a percentage of revenue. It shows how much of each dollar of sales is left after the direct cost of producing what was sold. ### Formula ``` gross margin = gross profit / revenue ``` Both figures are for the same period, as reported. A trailing twelve-month margin divides [TTM](/glossary/ttm) gross profit by TTM revenue. It is not an average of four quarterly margins. ### Reading it Gross margin varies widely by industry. Software companies often have high gross margins and retailers low ones, so compare a company with itself over time, or with close peers, rather than with the market as a whole. A small change matters: on revenue of $1,000 million (an illustrative figure), one percentage point of gross margin is $10 million of gross profit. ### When it says "not reported" - [Gross profit](/glossary/gross-profit) is not reported for the period. - Revenue is not reported, or is zero. In the forecast leagues, gross margin is one of the three metrics. For a company that reports no gross profit, the leagues use [operating margin](/glossary/operating-margin) instead. ## Gross profit Source: https://www.listed.markets/glossary/gross-profit > Revenue less cost of revenue, as the company reports it: what is left from sales before operating expenses. Gross profit is revenue less the cost of revenue. It is what a company keeps from its sales before it pays for research, sales and marketing, administration and other operating costs. ### How Listed shows it Listed shows gross profit only where the company reports it, under the XBRL concept `GrossProfit`. It does not subtract cost of revenue from revenue itself. A company that does not report gross profit has usually chosen not to: it may leave some direct costs outside cost of revenue, or present its costs in a way that makes the subtraction misleading. A figure the company never stated is not shown as if it had. Q4 is derived as the fiscal year less the first three quarters. ### What to check Gross profit moves with pricing, product mix and input costs. A change in what the company counts as cost of revenue changes gross profit too, so read the cost of revenue line's description when gross profit jumps. ### When it says "not reported" - The company does not present a gross profit line. Many banks, insurers, utilities and service companies do not. - The company tags it with a concept of its own. When gross profit is not reported, the forecast leagues ask for [operating margin](/glossary/operating-margin) instead of [gross margin](/glossary/gross-margin). ## Insider Source: https://www.listed.markets/glossary/insider > A company's directors, its officers and owners of more than 10% of a class of its shares, who must report their trades. In SEC filings, an insider is a person covered by Section 16 of the Securities Exchange Act: a company's directors, its officers (as the rules define them: the executives who make policy, not everyone with a title) and anyone who owns more than 10% of a class of its registered equity securities. ### What they must file - [Form 3](/glossary/form-3) on becoming an insider. - [Form 4](/glossary/form-4) within two business days of most changes in their holdings. - [Form 5](/glossary/form-5) once a year for anything not already reported. Insiders who make a profit from buying and selling within six months can be made to pay it back to the company. ### Not the same as insider trading Being an insider is a status. "Insider trading" in the illegal sense means trading on material information the public does not have, and it can be done by anyone. An insider's reported trade is legal and public. ### On Listed Each insider has a page that lists their filings across companies. Foreign private issuers' insiders do not file these forms, so those companies show no insider trades. ## Net debt Source: https://www.listed.markets/glossary/net-debt > Total debt less cash and equivalents. A negative figure means the company holds more cash than debt. Net debt is what a company would still owe if it used all its cash and cash equivalents to repay debt. ### Formula ``` net debt = total debt − cash and equivalents ``` Both figures are from the same balance sheet date. [Total debt](/glossary/total-debt) is as defined in its own entry; [cash and equivalents](/glossary/cash-and-equivalents) is the balance sheet line. ### Reading it - A **negative** net debt means the company holds more cash than debt. It is often described as a net cash position. - Net debt uses cash and equivalents only. Short-term investments and marketable securities are not subtracted, so a company that keeps its liquid funds in securities shows higher net debt here than it might in its own presentation. - Not all cash is free to use. Some may be held abroad, set aside, or needed to run the business day to day. ### When it says "not reported" Either total debt or cash and equivalents is not reported for the date. ## Net income Source: https://www.listed.markets/glossary/net-income > The bottom line: profit or loss attributable to the company's shareholders after every cost, interest and tax. Net income is the company's profit or loss for the period after every cost, interest, tax and the results of discontinued operations. Filings also call it net earnings or, when negative, net loss. ### How Listed shows it As reported, under the XBRL concept `NetIncomeLoss`, which is the net income attributable to the company's own shareholders. Where a company has partly owned subsidiaries, the share that belongs to the other owners (non-controlling interests) is excluded. IFRS filers report the same figure as `ProfitLossAttributableToOwnersOfParent`. Q4 is derived as the fiscal year less the first three quarters. ### What to check Net income includes items that have little to do with how the business ran in the period: gains and losses on investments, changes in tax rules, impairments, and the results of businesses being sold. Compare it with [operating income](/glossary/operating-income) and [operating cash flow](/glossary/operating-cash-flow). When the three tell different stories, the notes usually explain why. ### When it says "not reported" Rarely. Almost every company tags net income. When it is missing, the company has usually used a concept of its own, or the period predates its XBRL history. ## Net margin Source: https://www.listed.markets/glossary/net-margin > Net income as a share of revenue, for the same period. Net margin is net income as a percentage of revenue: how much of each dollar of sales ends up as profit for shareholders after every cost, interest and tax. ### Formula ``` net margin = net income / revenue ``` Both figures are for the same period, as reported. Net income here is the figure attributable to the company's shareholders. A trailing twelve-month margin divides [TTM](/glossary/ttm) net income by TTM revenue. ### Reading it Net margin is the noisiest of the three margins, because net income carries tax effects, investment gains and losses, and one-off items. A jump in net margin with a flat operating margin usually comes from below the operating line. Check the income statement before drawing a conclusion. ### When it says "not reported" - [Net income](/glossary/net-income) is not reported for the period. - Revenue is not reported, or is zero. ## Non-GAAP measure Source: https://www.listed.markets/glossary/non-gaap-measure > A figure a company defines itself, such as adjusted earnings, outside the accounting standards. Listed does not use them. A non-GAAP measure is a financial figure that is not defined by generally accepted accounting principles (GAAP). Companies define their own: adjusted earnings, adjusted EBITDA, free cash flow, organic growth. They usually take items out, most often stock-based compensation, amortization of acquired intangibles, restructuring charges and one-off gains or losses. ### The rules When a company uses a non-GAAP measure in public, it must also present the most directly comparable GAAP measure, and reconcile the two. In filings and earnings releases, the GAAP figure must be given equal or greater prominence. ### Reading them The reconciliation table is the useful part. It shows exactly what the company took out. An item called "one-off" that appears every year is a cost of doing business. Compare the adjusted figure with the GAAP one over several years, not just this quarter. ### On Listed Listed uses GAAP (or IFRS) figures from XBRL data only. It does not show companies' non-GAAP measures. Its own [free cash flow](/glossary/free-cash-flow) uses one fixed formula for every company, which can differ from a company's own definition. ## Not reported Source: https://www.listed.markets/glossary/not-reported > What Listed shows when a filing does not support a figure, and the usual reasons why. "Not reported" means the company's filings, as Listed reads them, do not give a figure for that line and period. Listed shows that instead of a guess. It never fills a gap with an estimate, and it never builds a line item from other lines the company reported. ### Why a figure is missing **The company does not present the line.** Banks and insurers have no cost of revenue or gross profit. Many service companies show no gross profit. Some companies go straight from expenses to pre-tax income without an operating income line. Financial companies often have no current assets or current liabilities. **The company used a tag of its own.** XBRL lets a company create its own concept when it believes no standard one fits. Listed maps about 45 standard line items to the usual standard concepts. A figure tagged with a company's own concept falls outside that map. **The period is a fourth quarter.** Companies file no 10-Q for the fourth quarter. Listed derives Q4 flows such as revenue as the fiscal year less the first three quarters. Per-share figures cannot be derived that way, so Q4 diluted EPS is "not reported" unless the 10-K gives a three-month figure. **A quarterly cash flow figure needs a year-to-date figure that is missing.** 10-Q cash flow statements cover the year to date. If one filing in the chain is missing a figure, the quarter cannot be derived. **The company files annual reports only.** Foreign private issuers file a 20-F once a year and are not required to file quarterly reports with XBRL data, so their quarterly figures are "not reported". **The period is too old.** XBRL financial data starts with periods ending after June 2009 for the largest companies, and June 2011 for most others. **A ratio's input is missing, or its denominator is zero.** A ratio is shown only when every input is reported, and not when it would divide by zero. ### If you think a figure is wrong Open the figure's note to see the concept, period and filing Listed used, and report it from there. The report reaches a person, with the figure's details filled in. ## Operating cash flow Source: https://www.listed.markets/glossary/operating-cash-flow > Net cash generated by the company's operations in a period, from the cash flow statement. Operating cash flow is the net cash a company's operations brought in, or used, during a period. It starts from net income, adds back costs that used no cash (such as depreciation and stock-based compensation), and adjusts for changes in working capital: money tied up in inventory and receivables, or held back from suppliers. ### How Listed shows it As reported, under the XBRL concept `NetCashProvidedByUsedInOperatingActivities`, or `CashFlowsFromUsedInOperatingActivities` for IFRS filers. The cash flow statement in a 10-Q covers the year to date, not the quarter: the second-quarter 10-Q shows six months, the third shows nine. A three-month figure that a filing does not report directly is derived by subtraction, the same way as the fourth quarter: ``` Q2 = six months to date − Q1 Q3 = nine months to date − six months to date Q4 = fiscal year − nine months to date ``` ### What to check Operating cash flow and net income differ for good reasons, but a gap that keeps widening deserves a look. Growing receivables can mean sales are being booked faster than customers pay. Under US accounting rules, interest paid and income tax paid are inside operating cash flow; IFRS filers can choose where to put interest. ### When it says "not reported" - The company does not tag the figure, or uses a concept of its own. - A quarterly figure needs a year-to-date figure that is missing from one of the filings. ## Operating income Source: https://www.listed.markets/glossary/operating-income > Profit from the company's operations: revenue less operating costs, before interest, other income and tax. Operating income is revenue less the costs of running the business: cost of revenue, research and development, selling, general and administrative costs, and items such as restructuring and impairment charges. It comes before interest, investment gains and losses, other income and income tax. Filings also call it income from operations or operating profit. When it is negative it is an operating loss. ### How Listed shows it As reported, under the XBRL concept `OperatingIncomeLoss`, or `ProfitLossFromOperatingActivities` for IFRS filers. Q4 is derived as the fiscal year less the first three quarters. ### What to check - One-off charges, such as restructuring, impairments and litigation settlements, sit inside operating income. A large one can turn a profitable year into a loss. MD&A usually explains them. - Stock-based compensation is an operating cost, spread across the expense lines. Earnings releases often add it back in non-GAAP figures; Listed does not. ### When it says "not reported" - The company does not present an operating income line. Banks, insurers and some real estate companies often do not, and some companies use a single-step income statement that goes straight from revenue and expenses to pre-tax income. - The company tags it with a concept of its own. ## Operating margin Source: https://www.listed.markets/glossary/operating-margin > Operating income as a share of revenue, for the same period. Operating margin is operating income as a percentage of revenue. It shows how much of each dollar of sales is left after the costs of running the business, before interest and tax. ### Formula ``` operating margin = operating income / revenue ``` Both figures are for the same period, as reported. A trailing twelve-month margin divides [TTM](/glossary/ttm) operating income by TTM revenue. A negative operating margin means an operating loss. ### Reading it Operating margin reflects both gross margin and how much the company spends on research, sales and administration. A company can grow its gross margin and still see its operating margin fall if spending grows faster. Large one-off charges distort a single period, so look at several. ### When it says "not reported" - [Operating income](/glossary/operating-income) is not reported for the period. - Revenue is not reported, or is zero. In the forecast leagues, operating margin replaces gross margin for companies that report no gross profit. ## Restatement Source: https://www.listed.markets/glossary/restatement > A revision of financial figures a company has already reported, to correct an error or reflect a change in accounting. A restatement changes financial figures a company has already reported. The same period then has more than one value on EDGAR. ### Kinds of change - **Correcting a material error.** The company tells investors that earlier financial statements should no longer be relied on, in an [8-K](/glossary/8-k) under item 4.02, and refiles corrected statements, often in an amended 10-K or 10-Q. - **Correcting a smaller error.** The company revises the comparison figures in its next regular filing, without an 8-K or an amendment. - **Changing the presentation.** A new accounting standard, a business sold and shown as discontinued, or a change in segments can change earlier periods' figures without any error. ### On Listed Listed keeps every value with the filing it came from. Pages show the latest value for each period, and the figure's note names the filing. The forecast leagues score against the value as first reported, so a later restatement does not change a score. A restatement to correct an error is worth reading about in full. The 8-K and the amended filing say what went wrong, and Item 9A of the 10-K usually reports a weakness in the company's controls. ## Return on equity Source: https://www.listed.markets/glossary/return-on-equity > Trailing twelve-month net income divided by the average of opening and closing shareholders' equity. Return on equity (ROE) measures how much profit a company made over a year for each dollar of shareholders' equity on its books. ### Formula ``` ROE = TTM net income / ((opening equity + closing equity) / 2) ``` - **TTM net income** is the sum of the last four quarters, as described under [TTM](/glossary/ttm). - **Closing equity** is [shareholders' equity](/glossary/shareholders-equity) on the latest balance sheet date. - **Opening equity** is shareholders' equity on the balance sheet date four quarters earlier, at the start of the same twelve months. Using the average of the two matches the profit, earned over twelve months, with the equity the company had over the same period. ### Reading it - **Debt raises ROE.** A company that borrows more needs less equity for the same business, so its ROE rises with no change in how well it operates. Read ROE next to [debt-to-equity](/glossary/debt-to-equity). - **Buybacks raise ROE** by shrinking equity. - **Negative equity breaks it.** If average equity is negative, the formula still produces a number, but it is not a return in any useful sense. Check the equity figures before reading ROE. ### When it says "not reported" TTM net income cannot be built, either equity figure is missing, or average equity is zero. ## Revenue Source: https://www.listed.markets/glossary/revenue > What a company earned from customers in a period for its goods and services, before any costs are taken off. Revenue is what a company earned from its customers in a period for the goods and services it provides, before any costs are taken off. Filings also call it sales, net sales or total revenues. It is the first line of the income statement. ### How Listed shows it Revenue is shown exactly as the company reported it in the XBRL data of its 10-Q or 10-K, for the period the company tagged. Listed does not adjust it. - Quarterly figures come from 10-Qs, annual figures from 10-Ks. - The fourth quarter has no 10-Q, so Q4 revenue is derived: `Q4 = fiscal year − Q1 − Q2 − Q3`. See [TTM](/glossary/ttm). - The usual XBRL concepts are `Revenues` and `RevenueFromContractWithCustomerExcludingAssessedTax`. Foreign companies that report under IFRS use `Revenue`. ### What to check - **When it is recognized.** Under US accounting rules, revenue is recorded when the company delivers what it promised, not when cash arrives. The revenue note in the financial statements explains the timing. - **Gross or net.** A company that acts as an agent (a marketplace, for example) may report only its fee as revenue, while a company that acts as principal reports the full amount. Two similar businesses can show very different revenue for this reason alone. - **Segments.** The segment note breaks revenue down by business line or region. The total hides how the parts are moving. ### When it says "not reported" - The company tags revenue with a concept of its own that is not a standard one. - The company does not present a single revenue line. Banks and insurers often report interest income and premiums instead. - The period is older than the company's XBRL history, which starts in 2009 for the largest companies and 2011 for most others. See [not reported](/glossary/not-reported) for the full list of reasons. ## Rule 10b5-1 plan Source: https://www.listed.markets/glossary/rule-10b5-1-plan > A trading plan an insider sets up in advance, so later trades follow the plan rather than a decision made at the time. A Rule 10b5-1 plan is a written plan to buy or sell a company's shares on a schedule or formula, set up at a time when the person does not have material non-public information. Trades made later under the plan follow the plan, not a decision made at the time of the trade. ### Rules since 2023 - Directors and officers must wait before the first trade under a new or changed plan: the later of 90 days, or two business days after the company files its results for the quarter in which the plan was adopted, up to 120 days. - Form 4 has a checkbox that says whether a transaction was made under a 10b5-1 plan, with the adoption date usually in a footnote. - Companies must say each quarter, in their 10-Q or 10-K, which directors and officers adopted or ended a plan. ### Reading it A sale under a plan was decided months earlier, often for ordinary reasons such as diversification or tax. It tells you less about the insider's view today than a sale made without one. Plans can still be ended early, and an ended plan is worth noting. ## S-1 Source: https://www.listed.markets/glossary/s-1 > The registration statement a company files to offer securities to the public, most often for an initial public offering. Form S-1 is the registration statement a US company files under the Securities Act of 1933 to offer securities to the public. It is most often seen before an initial public offering (IPO). It contains the prospectus that investors are given. ### What is in it The prospectus summary, risk factors, use of proceeds, dilution, capitalization, MD&A, a description of the business, management and pay, the principal shareholders, and audited financial statements. ### How it moves - Many companies first submit a draft confidentially. The S-1 must be filed publicly at least 15 days before the company starts marketing the offering. - The SEC staff comment, and the company answers with amendments (`S-1/A`). Comment letters and responses are released on EDGAR later. - When the SEC declares the registration effective, the offering can go ahead. The final prospectus is filed under Rule 424(b), often as a `424B4`. ### Reading it For a new public company, the S-1 is usually the longest and most candid document it will publish. Risk factors and the description of how insiders and early investors hold and can sell their shares (lock-ups, share classes, voting control) are worth reading in full. ## Schedule 13D Source: https://www.listed.markets/glossary/schedule-13d > The disclosure filed by anyone who acquires more than 5% of a company's voting shares and may seek to influence it. Schedule 13D is filed by a person or group that acquires beneficial ownership of more than 5% of a class of a company's registered voting shares, unless they qualify for the shorter [Schedule 13G](/glossary/schedule-13g). It is due within five business days of crossing 5%. Material changes, including a change of 1% or more in the holding, are reported in an amendment within two business days. ### What to read - **Item 4, Purpose of Transaction.** The filer must say what they intend: whether they plan to seek board seats, push for a sale of the company, change its strategy, or simply hold. This is the section that moves attention. - **Item 5,** the size of the holding and recent transactions. - **Item 6,** arrangements with others, including derivatives. - **Exhibits,** which can include letters to the board. ### On EDGAR The form type appears as `SCHEDULE 13D` on newer filings and `SC 13D` on older ones. Amendments carry `/A`. Members can set filing alerts for 13D and 13G filings on a company. ## Schedule 13G Source: https://www.listed.markets/glossary/schedule-13g > The shorter ownership disclosure for passive and institutional holders of more than 5% of a company's voting shares. Schedule 13G is the short-form alternative to [Schedule 13D](/glossary/schedule-13d) for holders of more than 5% of a class of a company's registered voting shares who do not intend to influence control of the company. It is available to: - qualified institutional investors, such as banks, broker-dealers, insurers and registered investment advisers, holding in the ordinary course of business; - passive investors holding less than 20%; - certain holders who are exempt from 13D, for example those who owned their shares before the company registered them. ### When it is due Deadlines are longer than for a 13D and depend on the type of holder. Passive investors file within five business days of crossing 5%. Qualified institutions and exempt investors file within 45 days after the end of the calendar quarter in which they crossed it, and update after each quarter in which the holding changes materially. ### Reading it A 13G says that a large holder exists and how much it holds. It says little about why. If a 13G filer decides to seek influence, it must switch to a 13D. The form type appears as `SCHEDULE 13G` on newer filings and `SC 13G` on older ones. ## Shareholders' equity Source: https://www.listed.markets/glossary/shareholders-equity > Assets less liabilities, attributable to the company's own shareholders, on the balance sheet date. Shareholders' equity is what is left of the company's assets after all its liabilities, on the books. It is built from the money shareholders put in, plus the profits the company has kept, less losses, dividends and share buybacks. ### How Listed shows it As reported, under the XBRL concept `StockholdersEquity`, or `EquityAttributableToOwnersOfParent` for IFRS filers. This is the equity of the company's own shareholders. Where partly owned subsidiaries have other owners, their share (non-controlling interests) is excluded. It is an amount on the balance sheet date. ### Reading it - **Book value is not market value.** Equity reflects accounting values, mostly at historical cost. Many valuable things, such as brands and internally developed technology, are not on the balance sheet at all. - **Negative equity happens.** Years of losses can push equity below zero, but so can large share buybacks or dividends funded with debt at a profitable company. Negative equity alone is not proof of distress; read the balance sheet and the cash flow statement together. ### When it says "not reported" The company reports only equity including non-controlling interests, or uses a concept of its own. Partnerships report partners' capital instead. ## SIC code Source: https://www.listed.markets/glossary/sic-code > The four-digit Standard Industrial Classification code the SEC assigns to each company. Listed's sectors are built from it. The Standard Industrial Classification (SIC) code is a four-digit code for a company's main line of business. The SEC assigns one to each registrant and shows it on the company's EDGAR profile. Examples: `2834` pharmaceutical preparations, `6021` national commercial banks, `7372` prepackaged software. ### Limits - The system dates from the 1930s and was last revised in 1987. Many modern businesses fit it awkwardly. - A company gets one code, even if it does several things. - Codes are not always updated when a company changes what it does. ### On Listed Sector pages group companies by SIC code, because it is the classification the SEC itself provides. A company's code is shown on its page. If a company seems to be in the wrong sector, its SIC code is usually why. ## Total debt Source: https://www.listed.markets/glossary/total-debt > Long-term debt, its current portion and short-term borrowings, as reported, added together. Total debt is the money a company has borrowed and must repay: bonds, notes, loans and commercial paper. ### Formula ``` total debt = long-term debt + current portion of long-term debt + short-term borrowings ``` Each part is as reported on the balance sheet date: - **long-term debt:** borrowings due after the next twelve months (`LongTermDebtNoncurrent`); - **current portion:** the part of long-term debt due within twelve months (`LongTermDebtCurrent`); - **short-term borrowings:** debt that was short-term from the start, such as credit lines and commercial paper (`ShortTermBorrowings`). Where a company does not report one of the parts, that part is left out of the sum and the figure's note lists the parts that went in. If the company reports none of them, total debt is "not reported": Listed does not assume a company with no debt lines has no debt. ### What it leaves out - **Lease liabilities**, unless the company reports them inside its debt lines. - Pension obligations, accounts payable and other liabilities that are not borrowings. Analysts often add leases to debt. Listed does not, so its figure can be lower than one that does. ### Reading it Look at when the debt is due, not just how much there is. The debt note in the financial statements gives the maturities year by year. ## Transaction code Source: https://www.listed.markets/glossary/transaction-code > The letter on each Form 4 line that says what kind of transaction it was: P for an open-market purchase, S for a sale, and more. Every line of a [Form 4](/glossary/form-4) carries a one-letter transaction code that says what kind of transaction it was. The code matters more than the direction: most Form 4 lines are not decisions to buy or sell in the market. ### The codes you will see most | Code | Meaning | | ---- | ------- | | P | Purchase on the open market or in a private transaction | | S | Sale on the open market or in a private transaction | | A | Grant or award from the company, such as restricted stock or options given as pay | | M | Exercise or conversion of a derivative, usually stock options, under an exempt company plan | | F | Shares handed back to the company, or withheld, to pay an exercise price or the tax due when an award vests | | G | Gift, given or received | | D | Disposition to the company itself, other than F, under an exempt plan | Other codes include `C` (conversion of a derivative), `X` (exercise of an option that is in or at the money), `J` (other, explained in a footnote) and `W` (acquired or disposed of by will). A separate `V` column marks a transaction reported voluntarily. ### Two columns, two meanings of D The form also has an "(A) or (D)" column, which says whether the securities were acquired or disposed of. That is not the same as code D. A sale is code S with D in that column; a gift given is code G with D in that column. ### On Listed Company pages list open-market transactions, codes P and S, marked "Purchase" and "Sale" in words. An option exercised (M) and sold the same day (S) appears as a sale, with both lines on the filing. Tax withholding (F) is not a sale decision, so it is not listed as one. The guide [insider trades: what Form 4 tells you](/guides/insider-trades-what-form-4-tells-you) explains how to read them together. ## TTM Source: https://www.listed.markets/glossary/ttm > The sum of the last four reported quarters, with the fourth quarter derived from the annual figure. TTM, for trailing twelve months, is a company's figure for the most recent four quarters together. It gives a full year's view that is more current than the last annual report. ### Formula ``` TTM = Q(n) + Q(n−1) + Q(n−2) + Q(n−3) ``` where Q(n) is the latest reported quarter. Companies file no 10-Q for the fourth quarter, so Q4 is derived from the 10-K: ``` Q4 = fiscal year − Q1 − Q2 − Q3 ``` ### What it applies to - **Flows:** revenue, costs, gross profit, operating income, net income, operating cash flow, capital expenditure and free cash flow. These add up across quarters. - **Not balance sheet items.** Cash, debt and equity are amounts on one date, not over a period. Listed uses the latest balance sheet for them. - **Not per-share figures.** [Diluted EPS](/glossary/diluted-eps) does not add across quarters, because the share count changes. Listed shows no TTM EPS. A TTM margin divides the TTM numerator by TTM revenue. ### When it says "not reported" Any of the four quarters is missing: a 10-Q not yet filed, a figure the company did not tag in one of them, or a Q4 that cannot be derived because the annual figure or one of the three quarters is missing. ### Watch for Some companies use 52 or 53 week fiscal years. In a 53 week year, one quarter has 14 weeks, and the TTM figure that contains it covers an extra week. ## XBRL Source: https://www.listed.markets/glossary/xbrl > The tagging standard that makes the figures in SEC filings machine-readable. Every financial figure on Listed comes from it. XBRL (eXtensible Business Reporting Language) is the standard companies use to tag each figure in their financial statements with a defined meaning: what it is (the concept), the period it covers, its unit and its scale. A tagged figure can be read by software without guessing. ### How it is filed Since 2019 to 2021, depending on company size, the tags are embedded in the HTML of the filing itself (inline XBRL), so the readable document and the data are the same file. Financial data in XBRL starts with periods ending after June 2009 for the largest companies and June 2011 for most others. ### Concepts and taxonomies Concepts come from published taxonomies: `us-gaap` for US accounting rules, `ifrs-full` for IFRS, and `dei` for cover page facts such as the company's name and share count. A company that believes no standard concept fits can create its own, called an extension. ### On Listed The SEC publishes every company's tagged facts as "company facts" data. Listed maps them to about 45 standard line items, each with an ordered list of standard concepts to try. A figure tagged with an extension falls outside the map and is shown as [not reported](/glossary/not-reported). Each figure's note gives its concept, its period, the form and the [accession number](/glossary/accession-number) of the filing it came from. ## Year-over-year growth Source: https://www.listed.markets/glossary/yoy-growth > The change from the same period a year earlier, divided by the size of that earlier figure. Year-over-year (YoY) growth compares a figure with the same period one year earlier: this year's second quarter with last year's second quarter, or this fiscal year with the last. ### Formula ``` YoY growth = (this period − same period a year earlier) / |same period a year earlier| ``` The bars mean the absolute value: the earlier figure without its sign. Dividing by the absolute value keeps the direction right when the earlier figure is negative. An illustrative example: a net loss that narrows from −$100 million to −$50 million is growth of +50%, because the figure improved. Without the absolute value, the same change would show as −50%. Listed shows growth with its sign: "+4.1% on the prior year". ### Why the same quarter a year earlier Many businesses are seasonal. A retailer's holiday quarter is larger than its spring quarter every year, so comparing one quarter with the one before it mostly measures the season. Comparing with the same quarter a year earlier removes most of that effect. ### When it is not shown - Either figure is not reported. - The earlier figure is zero, so there is nothing to divide by. ### Watch for - **Acquisitions.** Growth that includes a business bought during the year is not the same as growth from the existing business. MD&A usually separates them. - **53 week years.** An extra week in one year inflates that year's growth and depresses the next. - **Restatements.** Listed uses the latest reported figure for each period, which may differ from what was first reported.