Reviewing a company’s 10-K

Info on what a Form 10-K is: www.sec.gov/answers/form10k.htm
Locate 10-K’s: www.sec.gov/edgar/searchedgar/companysearch.html

Opening Page:
Stock classes – determine if there are multiple classes of stock (e.g. Class A, Class B, etc.)
A minority of shareholders may control the company

Middle of Part I:

Risk Factors – Look for things out of the ordinary (majority of net sales originate from top 20 customer accounts, etc.), product liabilities, large amount of debt or lease obligations.
Legal Proceedings – look for lawsuits that the company says could have a material impact on earnings (good or bad)

Part II:
Management’s Discussion of Results – explanation of what has happened in the past year and the company’s prospects. Should explain any issues with cash flow/sales decreasing.
Auditor Changes or Disagreements – States if the company has changed auditors or if the auditors disagree with company’s accountants.

Near or in the notes:

Auditor’s Report – Determine if the auditors question the company’s ability to remain in business, should say the financial statements accurately represent the company’s financial position.
Consolidated Financial Statements – Evaluate sales, net profits and cash flow. Look for potential risks (e.g. majority of sales originate from two customers).

Checklist: Widowed

What to do right now for your family/spouse:
- Gather important documents
– Birth and marriage certificates
– Wills
– Trust documents
– Social Security numbers
– Veteran’s discharge papers (DD-214)
– Insurance policies (health, life, disability, long-term care, etc.)
– Property titles
– Bank and brokerage statements
– Retirement plan statements
– Pension plan statements
– Credit card and loan information
– Joint tax returns
– Employee benefit records
– Business partnership agreements
– Any automatic payments (e.g. life insurance, premium payments automatic loan payments, etc.) and which account pays them, and at what duration (monthly, quarterly, semi or annual).
- Identify sources of income
– Social Security, Veteran’s benefits, Employee benefits, Life insurance, Investments
- Create lifestyle spending plan (based on current expenses and all sources of income) and what-if scenario spending plan


What to do immediately becoming a widow:

- Obtain death certificate
- Contact financial institutions
- Address estate plan
- Pay taxes
- Insure yourself (health insurance, long-term care, etc.)

What to do within the first three months of becoming a widow:
- Decide where you’ll life – prefer to stay in current home or scale down?
- Calculate net worth (assets – liabilities)
- Identify long-term goals: Estate, college for children/grand-children, long term care, etc.
- Review & revise investment strategy (portfolio allocation, time-frames, risk tolerance)
- Decide what to do next: work, education, philanthropy, traveling, pursue personal interest

Checklist: Divorce

About to get divorced:
- Gather and organize documents going back 3-5 years:
– Bank and Brokerage statements
– Property titles
– Insurance policies
– Employer/Employee benefit plans: SEP, SIMPLE, 401(k), 403(b), pension
– IRAs (Traditional and/or Roth)
– Tax returns
– Mortgages
– Medical records
- Calculate current (married) net worth (net worth = assets – liabilities)
- Review tax returns and address any potential conflicts/problems with assistance from an accountant
- Obtain your credit report
- Cancel joint accounts
- Establish credit in your own name (if applicable)
- Write a description of your time and money contributions to the marriage
- Estimate what you’ll need to meet living expenses
- Establish a budget
- Schedule a medical health exam to rule out the need to have large medical expenses addressed in the settlement
- Inform all parties with a financial interest (banks, financial professionals, creditors) of the probability of divorce

In divorce proceedings already
- Determine if state is a “equitable distribution” or “community property” state
- Identify short and long range financial goals
- If necessary – obtain a temporary order for spousal and child support
- Review any proposed settlement with your advisors
- Explore tax impact of critical choices
- Obtain an insurance analysis to determine need for disability and/or life insurance

Newly divorced:

- Review (or create) lifestyle spending plan
- Review portfolio assets, adjust risk exposure if necessary, and reallocate concentrated positions (if applicable)
- Review long-range goals (e.g. retirement plans)
- Meet with an estate-planning attorney to review & revise will, change medical directives and powers of attorney.
- Update beneficiaries on retirement plans (IRA, employer contribution and defined benefit plans) and insurance plans
- Transfer titles and property interests
- Review health insurance
- Notify any interested parties of name change
- Review trusts / consider the role of trusts

Personal Finance: Investing Basics

Prior to investing be sure to understand the following to assist in selecting which investment(s) will be the best fit for your specific needs:
– Understand your current financial situation / develop a financial plan
– Income and Expenses
– Lifestyle spending habits
– Future costs (e.g. health care costs: $135,000 – $580,000 for 65 year old retiree)
– Assets and Liabilities
– Assets: e.g. Mutual funds, stocks, 401(k), IRA, CDs, Bonds, Real Estate
– Liabilities: e.g. Mortgage, student loans, credit card balance, personal loan
– Insurance / Potential Risks
– Determine your goals and anticipated duration of investments
– Retirement
– Risks: Longevity (not outliving assets), Withdrawal (living comfortably without jeopardizing future income), Investment (investing to keep ahead of inflation and investment gains and losses).
– Average inflation rates over 25 year period: 2.44% (All items), 2.46% (Food), Fuel (3.21%), Medical care (3.86%), Prescription Drugs & Medical supplies (3.88%), Hospital services (4.66%), and Gasoline (6.35%).
– Education
– Standard of living / cash flow needs
– Saving for a specific event (short and long range)
– Estate plan
– Support for charitable organizations
– Taxes
– Understand investment behavior: Risk tolerance, past financial investment behavior, etc.
– Any convictions or fears?
– Any prior market experiences (or experiences from friends/family, etc.)?
- Determine your objectives
– Current income (e.g. creating a current retirement income stream)
– Tax efficiency (e.g. municipal bonds, tax deferred investment vehicles such as an IRA)
– Determine any gaps in the current portfolio that needs to be addressed
– Time duration of investments

Investment Basics
Asset Allocation – www.sec.gov/investor/pubs/assetallocation.htm
Diversification – finance.yahoo.com/news/introduction-investment-diversification-195125871.html
Beginner’s guide: investor.gov/

www.investopedia.com/university/beginner/#axzz2AnlAqpEu

Investment types:
Bonds – bonds.yahoo.com
Preferred stocks – www.investopedia.com/terms/p/preferredstock.asp
Stocks (equities) – www.investopedia.com/university/stocks/
Mutual funds (open-end funds) – www.sec.gov/investor/pubs/inwsmf.htm
Mutual fund classes: www.sec.gov/answers/mfclass.htm

finance.yahoo.com/funds

Mutual Funds Investor Center: www.mfea.com
ETFs – finance.yahoo.com/
Closed-end funds – www.investopedia.com/terms/c/closed-endinvestment.asp#axzz2AnlAqpEu
Separately Managed Accounts – www.investopedia.com/articles/mutualfund/08/managed-separate-account.asp
Variable Annuities – www.sec.gov/investor/pubs/varannty.htm
Real assets – www.investopedia.com/terms/r/realasset.asp

Resources:

www.aaii.com

www.valueline.com

www.nyssa.org

www.fool.com

www.bloomberg.com

www.wsj.com

www.ft.com

www.barrons.com

www.moodys.com

www.standardandpoors.com

Exchange Traded Funds and Closed-End Funds

ETF Screeners:
ETF Screener/Evaluator (XTF): www.xtf.com
Closed End Funds: www.cefconnect.com/

ETF Companies:
BlackRock i-Shares: us.ishares.com/home.htm
State Street Global Advisor’s SPDR: www.spdrs.com/
Van Eck Market Vectors: vaneck.com
Vanguard ETFs: personal.vanguard.com/us/funds/etf
Invesco PowerShares: www.invescopowershares.com/
First Trust ETFs: www.ftportfolios.com/retail/etf/etflist.aspx
WisdomTree ETFs: www.wisdomtree.com/etfs/
Guggenheim Investments: www.guggenheimfunds.com/etf
ProShares: www.proshares.com/
AdvisorShares: advisorshares.com/
Global X Funds: www.globalxfunds.com/

Portfolio Strategies:
F-Squared Investments Alpha Sector Rotation: alphasectorrotation.com/
ALPS Strategies: www.alpsfunds.com/
– MLP: www.alerianmlp.com/
– Equal Sector Weight: www.alpsetfs.com/eql-index.php
– Sector Dividend Dogs: www.alpssectordividenddogs.com/
– Global Realty: www.alpsetfs.com/gri-index.php
Global X Permanent ETF: www.globalxfunds.com/permanentetf/
i-Shares Portfolio Management strategies: us.ishares.com/portfolio_strategies/index.htm
SPDR Sectors:
Financial: XLF
Energy: XLE
Utilities: XLU
Technology: XLK
Materials: XLB
Consumer Staples: XLP
Consumer Discretionary: XLY
Industries: XLI
Health Care: XLV

Veteran resources

Individual Resources
Summary of VA Benefits: www.va.gov
e-VETS: www.dol.gov/elaws/evets.htm
GI Bill: www.gibill.va.gov

Networking
Greater Philadelphia Veterans Network: gpvn.org/

Career related

www.veteranownedbusiness.com/blog/veterans-employment-resources/

Business Resources
Inc. Magazine’s Veteran Entrepreneur program: www.inc.com/military-entrepreneurs
SCORE Veteran Fast Launch Initiative: www.vetsfastlaunch.org

SBA’s Small Business Resource Guide info

Eastern Pennsylvania’s Small Business Resource notes (from www.sba.gov):

Philadelphia District Office
Parkview Towers
1150 First Avenue, Suite 1001
King of Prussia, PA 19406
(610) 382-3062
Facebook
Twitter
You Tube

SBA’s Online Training
SCORE
Small Business Development Centers
Women’s Business Centers
Pennsylvania Department of State, Corp. Bureau
Franchising

Veterans
Business plan help: www.sba.gov/vets
Patriot Express Loan: www.sba.gov/patriotexpress


Business Plans

www.sba.gov/smallbusinessplan/

Business Plans: www.sba.gov/women

Major areas: Introduction, Marketing, Financial Management, Operations, Concluding Statement
Introduction
- Detailed description of business and its goals
- Discuss ownership of the business and legal structure
- List skills and experience of owners
- Discuss advantages of business over its competitors

Marketing
- Discuss products and/or services the company will offer
- Identify: Customer demand, market, and locations
- Explain: advertising, marketing, and pricing strategy

Financial Management
- Develop an expected return on investment (ROI) and monthly cash flow for the first year
- Provide projected income statements and balance sheets for a two year period
- Discuss the break-even point
- Explain personal balance sheet and method of compensation
- Discuss who will maintain accounting records and how they will be kept
- Provide “what if” statements addressing alternative approaches to potential problems

Operations
- Explain how the business will be managed day-to-day
- Discuss hiring and personnel procedures
- Discuss insurance, lease or rent agreements
- Account for the equipment necessary to produce goods and/or services

Concluding Statement
- Summary of business goals and objectives

 

        Choosing a Business Structure

Sole Proprietorship
- Profits taxed as income to the owner
- Owner has complete control of the business, but faces unlimited liability for its debts.
- Very little government regulation or reporting required

General Partnership
- 2 or more persons join together in the operation and management of a business
- Relatively little regulation and fairly easy to establish
- Formal partnership agreement is recommended to address potential conflicts
- Each partner is liable for all debts of the business
- Profits taxes as income to the partners based on their ownership percentage

Limited Partnership
- Established by an agreement between two or more persons
- General partner: greater control (can decide when to dissolve the partnership). Have no limits on the dividends they can receive so they incur unlimited liability
- Limited partner: Only receive a share of profits based on the proportional amount on their investment, and liability is similarly limited in proportion to their investment.

“C” Corporation
- Legal entity created under state law by filing of articles of incorporation
- Subject to higher level of government regulation
- Offers the owners the advantage of limited liability, but not total protection from lawsuits
- Taxed at the corporate tax rate (35%)

Subchapter “S” Corporation
- References a special part of the Internal Revenue Code that permits a corporation to be taxed as a partnership or sole proprietorship.
- Must meet certain requirements for Subchapter “S” status

LLCs and LLPs
- Combines selected corporate and partnership characteristics while still maintaining status as a legal entity distinct from its owners
- It can acquire assets, incur liabilities and conduct business
- Limits liability for the owners
- LLP is similar to a LLC but is for professional organizations

Logistics of starting a business:

Business Licenses
Department of Licenses and Inspections
Municipal Services Bldg.
1401 JFK Bldg.
Philadelphia, PA 19102
215-686-2490

Fictitious Business Name
Department of State Commonwealth of Pennslyvania
206 North Office Bldg.
Commonwealth Ave. and North St.
Harrisburg, PA 17120
717-787-1057

www.dos.state.pa.us/corp

Business Insurance
- Liability Insurance
- Property
- Business Interruption
- Key person
- Automobile
- Officer and Director
- Home Office

Employer Identification Number (EIN) -
800-829-4933

www.irs.gov

State and Federal Tax Requirements -
Free tax kit: 1-800-829-3676
Free tax workshop: 1-215-861-1061
Pennslyvania Department of Revenue
1400 Spring Garden St., 2nd Fl.
Philadelphia, PA 19130
888-728-2937

www.revenue.state.pa.us

Federal Self-Employment Tax
IRS at 800-829-1040

www.irs.gov

Sales Tax Exemption Certificate
Contact the PA state government for more info

Federal Income Tax
Sole Proprietorship: must file IRS Federal Form Schedule C along with personal Federal Income tax return (Form 1040).
Partnership: File Federal Partnership form (Form 1065) – each partner must report his/her share of earnings on their individual’s Form 1040
Corporation: Must file Federal Corporation Income Tax return (Form 1120). Also required to report earnings from the corporation (salary and other income such as dividend) on individual Form 1040

Federal Payroll Tax
Federal Withholding Tax: Must register with the IRS and acquire an EIN and pay federal withholding tax at least quarterly. File Form SS-4 with the IRS to obtain your number and required tax forms. Call 800-829-3676 or 800-829-1040

IRS Web Products for Small Business: www.irs.gov/businesses/small/index.html
IRS’s Virtual Small Business Tax Workshop: www.tax.gov/SmallBusinessTaxpayer

Social Security Cards: All employees must have a social security card
Employee taxes: Must make periodic payments towards, and/or file quarterly reports about payroll taxes and other mandatory deductions.
Social Security Administration: 800-772-1213 (www.ssa.gov)

Social Security’s Business Services Online: www.socialsecurity.gov/employer/

Health Insurance: www.healthcare.gov
Employee Insurance: may be required to provide unemployment or worker’s compensation insurance

Environmental Regulations: 877-275-3627
Workplace Disability Programs: www.ada.gov
U.S. Citizenship and Immigration Services: 800-870-3676
E-Verify: www.dhs.gov/E-Verify or e-mail: e-verify@dhs.gov
Safety & Health Regulations: Federal Occupational Safety & Health Administration
Building Codes, Permits, and Zoning
Bar Coding
U.S. Patent and Trademark Office: www.uspto.gov
Trademark Information Hotline: 703-308-9000
Copyrights: www.copyright.gov

Financing and Surety Bonds

Small Business Investment Company Program: www.sba.gov/inv
Small Business Innovation Research Program: www.sba.gov/sbir
Small business Technology Transfer Program: httP//www.sba.gov/sttr
SBA Business Loans:
- www.sba.gov/size
- www.sba.gov/504
- www.sba.gov/microloans
Export assistance: www.export.gov/eac
Export Working Capital Program: www.sba.gov/exportloans
Subcontracting: www.gsa.gov
NAICs – www.census.gov/eos/www.naics/
HUBZone: www.sba.gov/hubzone

Business Development: www.sba.gov/8a