270,033 pages later, a chance to catch our breath…

March 1, 2012

Whew.

Unless you’re intimately involved in writing or reading corporate disclosures, you may not realize it, but a marathon of sorts just wrapped up. Yesterday marked the deadline for big companies operating on a calendar year to file their annual reports (Form 10-K filings) with the Securities and Exchange Commission.

To put some context to it, we poked around the database maintained by Morningstar Document Research, ne⟠10-K Wizard, a sister-company here at Morningstar that parses, crunches and indexes SEC filings. The sheer numbers are pretty impressive, even from our perspective in the thick of it all.

Over the last 10 business days — February 15 through February 29 — companies filed 33,749 documents with the SEC. A little under half of those were insider-transaction filings like Form 4s; the rest were 10-Ks, 10-Qs, 8-Ks and other less common filings.

Of that mountain of virtual paper, just 1,723 were 10-K filings, which doesn’t sound like a lot. But 10-Ks can be deceptively big — and some are simply enormous. The longest since February 15, from hospitality-industry REIT Ashford Hospitality Trust (AHT), clocked in at 3,697 pages — with a whopping 42 material contracts filed as exhibits, quite possibly the most we’ve ever seen with one filing. Network services company Neustar (NSR) managed to file a 1,088 page 10-K with far fewer substantive exhibits (just one material contract, a generic indemnification agreement form).

The efficiency of American business notwithstanding, the overwhelming majority of filings were racing up against the SEC’s deadline. Fully a quarter of the 10-Ks came on Wednesday alone. To judge by the filters we’ve set up to catch the most interesting stuff, nearly half, or 10% of the total from the past 10 days, arrived during the final 90 minutes on Wednesday, the witching hour between the market’s close, and when the SEC shuts its virtual window at 5:30 p.m. Eastern time.

The last company past the gate — the season’s ultimate squeaker? That was solar-cell maker First Solar (FSLR), which filed its 10-K at 5:24:52 Eastern time.

But here’s the stat that made our heads spin fastest: All together, the 10-Ks filed over the last 10 business days added up to a whopping 270,033 pages. That’s an average of almost 157 pages per filing.

Now, we read a lot of SEC filings, and a 157-page document doesn’t strike us as huge — we’ve seen too many really big ones: 34 of yesterday’s 10-Ks alone were over 300 pages. But for an ordinary individual investor, how much of that 10-K is he or she really going to read? And if you have more than a handful of stocks in your portfolio are you — or is your investment adviser — really going to read it all?

Needless to say, we didn’t read all 270,033 pages of 10-Ks that came in. We let MDR’s indexing help us zero in on the most interesting stuff, and all those filings over the last couple weeks triggered more than 4,100 alerts for us, including 416 after 4 p.m.

We’re not done yet. We still have some alerts to go through, mostly triggered by filings for smaller companies. Those could take a few days to sort through, even as we keep an eye on the new filings that come in. Meantime, over at footnotedPro, our paid service for professional investors, we’ve already sent subscribers a couple reports this week, and we hope to send at least one more.

Next up: proxies. That flood should start within a few weeks. Stay tuned.

Image source: Drowning hand via Shutterstock

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