2012: The year in numbers in SEC-land

January 7, 2013

For the past week, we’ve been reading various wrap-ups of 2012. Among our favorites was this Wired piece, which in addition to other interesting stats, found that Americans spent 520 billion minutes on their mobile devices just in the month of July.

We’re a bit more focused on our particular slice of the world: SEC filings. We’ll jump right into the good news first: the number of filings made to the SEC in 2012 actually fell to 640,017, a nearly 3% decline from the 659,210 filings made in 2011. That’s a reversal from the past two years, which saw the total number of filings climb modestly since 2009. The numbers come from Morningstar Document Research, which also provided us with all sorts of other numbers on 2012 in SEC-land.

While we normally focus most of our attention on 10Ks, 10Qs and 8Ks (more on those filings in a minute) we were curious to know the single largest filing made in 2012. That distinction goes to Ultra-Pac, a Minnesota-based packaging company which filed this 9,179 page filing on Feb. 8, 2012. Thankfully, we didn’t have to read it and we’d be amazed if anyone else (including the folks who had to write the thing did either).

Once again, the single largest day for filings was Valentine’s Day, which saw over 10,500 filings made just that day alone. The reason, of course, Feb. 14 is so busy is that it not only falls smack-dab in the midst of 10-K season, it’s also a key deadline for large institutional investors to file their 13Gs and 13Fs. On Feb. 14, roughly half of all filings were either 13Gs or amended 13Gs. Feb. 13 was the second busiest day, but with only 6,594 filings made that day, it shows that even large institutions prefer to wait for the last minute.

Speaking of large institutions, they once again won the arms race when it came to filing with the SEC. The 10 largest filings, in terms of sheer number of filings, were all financial institutions. UBS AG (UBS) took the top prize with 5,918 filings made in 2012. Barclays (BCS), with 2,624 filings was a distant second. Rounding out the top 5 were Blackrock (BLK), JP Morgan Chase (JPM) and Credit Suisse (CS).

As with prior years, roughly a third of all filings are insider-related: Forms 3, 4 and 5, which we don’t tend to pay much attention to on a daily basis. Services like Insiderscore tend to do a much better job at those types of filings. As for 8-Ks, which we do tend to pay close attention to, they represented nearly 12% of all filings made last year. And, while we regularly joke about the Friday night dump, it is a very real phenomenon: nearly 9% of all 8Ks filed last year were filed after 4 pm on a Friday afternoon. As I told the WSJ back in November when only preliminary numbers were available, a more normal distribution would be 2.6%.

The single largest 10-K last year was filed by Ashford Hospitality Trust (AHT), which filed this nearly 3,700 page 10-K. on Feb. 28. Chalk that up to the 50-odd exhibits attached to the filing. HD Supply (a subsidiary of Home Depot (HD) filed the largest 10-Q at 2,548 pages, but neither they nor the first runner up, Mohegan Tribal Gaming Authority, publicly trade. So the prize for the biggest 10-Q goes to the second runner-up, Nationstar Mortgage Holdings (NSM), which filed this 919-page in mid-August.

So the bottom line is that while the total number of filings dropped in 2012, there’s still plenty of companies filing plenty of very long filings. That’s good news for the corporate lawyers out there, who are paid by the hour to write this sort of thing. But it’s bad news for investors.

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Journalists who are interested in seeing all the numbers behind today’s story can contact Michelle directly here for more details.

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