What’s actually inside a single earnings report.
The first time you open a 100+ page US filing PDF, it can feel discouraging. Once you’re familiar with it, though, a quarterly or annual report is just four financial statements + a few sections of management commentary + Risk Factors + a stack of footnotes. This guide turns the structure, terminology, and metrics that actually matter in US earnings filings into a reference you can flip through repeatedly — anchored in the SEC’s public-disclosure conventions, with concrete examples drawn from the research files on Apple, Nvidia, Meta, Google, and others.
§01 · Framework — a 10-minute framework

Image: Wikimedia Commons / CC BY-SA 4.0.
On every earnings day, a company releases a stack of materials within minutes: the press release, the 10-K / 10-Q (full SEC filing), the earnings presentation (investor slide deck), and the call’s prepared remarks + Q&A. The information density is enormous, but the questions you actually need to answer come down to six.
- Did growth land where the Street expected? Read the first paragraph of the press release: this quarter’s revenue, net income, and non-GAAP EPS. Compare them to analyst consensus and the company’s prior-quarter guidance. Beat / miss is the most direct after-hours pricing variable. e.g. AAPL Q1 FY2026 revenue $124.3B, YoY +15.7%, well above consensus = textbook “beat”.
- Are profits “real,” or just an accounting artifact? Compare net income with operating cash flow. If NI is positive but OCF is negative, revenue was recognized but the cash hasn’t come in — be wary. Growth-stage tech companies often run FCF > net income (SBC added back); that’s a structural feature, not a red flag. GOOGL FY25: OCF ~$165B vs NI $132B (SBC added back · structurally normal).
- Has the cost structure shifted? Look at R&D / S&M / G&A as a share of revenue and the YoY and QoQ change. A sudden lift in S&M ratio = growth may now require burning cash to buy it; a falling R&D ratio = headcount slowdown or higher capitalization rate. Operating leverage = revenue growth > expense growth = margin expansion.
- How are the core operating metrics tracking? Each industry has 2–3 “north star” KPIs: social = DAU / ARPU, e-commerce = GMV / take rate, SaaS = ARR / NRR. They lead the financial statements — they are the future of the lagging revenue line. See §07 Operating metrics.
- What does guidance look like? Management’s revenue, EBITDA, or FCF guidance for the next quarter / full year. The guidance itself often matters more than past results — it reflects management’s combined macro + industry + company-specific outlook. Raised / lowered guidance is one of the dominant pricing factors on earnings day. Typical NVDA guidance: “Next quarter revenue $X.XB ± $0.5B” (range + tolerance band).
- Balance sheet + dilution speed. Cash on hand + net debt sets a floor on valuation; the change in diluted share count reflects the net effect of SBC + buybacks — if the company says it’s repurchasing while diluted shares keep rising, equity comp is outpacing buybacks. Period-end share count = filing footer or 10-Q cover page.
Bottom Line · Big picture first, then drill into the details.
90% of “bad” earnings show clear signs in one of the six questions above. Skip the detail tables and find your answer in the press release and earnings deck first, then go back to the 10-Q to verify the numbers you care about — that’s an order of magnitude more efficient than reading cover-to-cover.
§02 · SEC filings — which filing has what
Every US-listed company must file a series of forms with the SEC. Investors deal most with a handful of them, by purpose. SEC EDGAR is the public database of every original filing — search by company name or CIK.
| Form | Contents | What to focus on | Frequency |
|---|---|---|---|
10-K · Annual Report · CORE | Annual report including audited four core statements, MD&A, business description, complete Risk Factors, 5-year financial summary, and an executive-compensation overview. | Read Business + Risk Factors + MD&A; the authoritative annual reference. | Annual · 60–90 days |
10-Q · Quarterly Report · CORE | Quarterly, unaudited. Reports the current quarter + YTD + prior-year comparable; Risk Factors only list “changes since the last 10-K”. | Track quarterly operating dynamics; watch the three comparison sets — current quarter vs 9M vs prior year. | Quarterly · 40 days |
8-K · Current Report · REAL-TIME | Real-time disclosure of material events: earnings releases, CEO/CFO changes, major M&A, bankruptcy, contracts, significant litigation, etc. The Item number indicates event type (2.02 results, 5.02 officer changes, 1.01 material agreement, etc.). | Track officer changes / M&A / special items. Earnings releases are typically filed as 8-K Item 2.02. | Within 4 business days of event |
DEF 14A · Proxy Statement · GOV | The “proxy voting” booklet sent to shareholders before the annual meeting, covering: director nominations, executive compensation detail, auditor appointment, and material voting items. | The only authoritative source for executive comp, independent directors, and beneficial-ownership data. | Annual · before AGM |
S-1 · IPO Registration · IPO | IPO prospectus. Includes 3 years of financials, capitalization, use of proceeds, lockup, Risk Factors, etc. | Useful for studying an IPO candidate or understanding the company’s pre-IPO narrative; can be skipped for already-public companies. | Once before IPO |
S-3 / 424B · Secondary Offering · EQUITY | Used for follow-on equity issuance. Includes price, size, underwriters, and use of proceeds. | Identify dilution events; offering size / market cap gives a rough dilution magnitude. | Ad hoc |
13F · Institutional Holdings · FLOW | Institutions managing ≥ $100M disclose long positions quarterly (excluding shorts, debt, derivatives). | Track large-fund position changes. Note the 45-day reporting lag. | Quarterly · 45 days |
13D / 13G · Beneficial Ownership · FLOW | Any holder of ≥ 5% of a stock must disclose. 13D = active intent (may pressure the company); 13G = passive holding. | Identify large holders and potential activists (Elliott, Starboard, etc.). | Within 10 days of crossing threshold |
Form 4 · Insider Transactions · INSIDER | Position changes by company “insiders” (officers, directors, 10%+ holders): purchases, sales, grants, exercises. | Large insider sales are usually not red flags (most are 10b5-1 plan sales); large insider buys are a strong signal. | Within 2 business days of event |
Pro Tip · The four pieces to read on earnings day.
- Press release — summary + quarterly highlights + guidance. Fastest entry point.
- Earnings presentation / slides — visualizes operating metrics and financial trends.
- 10-Q / 10-K (SEC filing) — the authoritative source for financial detail and Risk Factors.
- Conference call transcript — management Q&A is often where the “story” is set.
§03 · Income statement — the income statement, line by line
The income statement (P&L / statement of operations) is the noisiest of the four — every line tells a story. From revenue at the top (Top Line) to net income at the bottom (Bottom Line), the deduction process in between is the heart of understanding a company’s cost structure.
Gross margin reveals the underlying earning power of “selling things”: software 80–90%, e-commerce 30–50%, hardware 20–40%, airlines 10–20%. The trend matters more than the absolute level — a company with steadily expanding gross margin is usually gaining pricing power.
The three OpEx lines (R&D / S&M / G&A) together set the company’s “operating leverage.” As revenue grows, fixed costs are absorbed and operating margin expands — that’s why growth companies often hit a step-change to profitability after crossing a revenue threshold.
Stock-based compensation (SBC) is allocated by industry convention across COGS / R&D / S&M / G&A. So when reading the GAAP P&L, remember: this non-cash expense is already in the numbers — it doesn’t move cash but it does dilute shareholders.
On EPS (earnings per share): Basic = net income / weighted-average common shares; Diluted = adds back potential dilution from RSUs, options, convertibles. Always look at diluted.
Income-statement glossary
| Term | Meaning | Example |
|---|---|---|
| Revenue · Net Sales / Turnover | Net sales recognized in the period — already net of returns, rebates, and discounts. US GAAP follows ASC 606. | AAPL FY25 Revenue = $416.2B |
| COGS · Cost of Goods / Revenue | Costs directly incurred to generate this period’s revenue: for SaaS, that’s servers / CDN / third-party APIs. | AAPL FY25 COGS = $221.0B (hardware + services) |
| Gross Profit · Gross Margin = GP / Rev | Revenue − COGS. Gross margin tells you “how much you make per unit.” Software ~80%, platforms ~70%, e-commerce ~40%, hardware ~30%. | NVDA FY26 ≈ 75% · AAPL 46.9% · TSLA 17% |
| R&D · Research & Development | For software companies, mostly engineer salaries + SBC. Under GAAP, generally expensed in the period. | META FY25 R&D ≈ $48B (AI engineering + Reality Labs) |
| S&M · Sales & Marketing | Sales-team payroll + advertising spend + BD + channel commissions. The ratio to revenue reflects the “quality of growth.” | META FY25 S&M ≈ $15B (7.5% of revenue · self-driven traffic) |
| G&A · General & Administrative | CFO, legal, HR, board, listing maintenance, compliance, audit. One-off legal and compliance charges land here. | GOOGL FY24 G&A includes a ~$2.7B one-time antitrust settlement charge |
| OpEx · Operating Expenses | R&D + S&M + G&A. The combined “selling, general, and research” expense. | GOOGL FY25 OpEx ≈ $80B |
| Operating Income · EBIT | Gross profit − OpEx. Captures the profitability of the company’s core business. The fairest line for cross-company comparison. | META FY25 = $83.28B / margin 41.4% |
| Net Income · Bottom Line | The final profit after interest, tax, and non-operating items. Remember to back out non-controlling interest from consolidated net income. | GOOGL FY25 = $132.2B (net margin 32.8%) |
| EPS · Basic vs Diluted | Diluted EPS adds back “potential” share count (unexercised options, RSUs, convertibles). Always look at diluted. | NVDA FY26 Diluted EPS = $4.86 · AAPL $7.27 |
| SBC · Stock-Based Compensation | Non-cash compensation paid to employees in the form of RSUs / options. Doesn’t burn cash on the surface, but dilutes every shareholder. | META FY25 SBC ≈ $15B (~7.5% of revenue) · NVDA ~6% |
| D&A · Depreciation & Amortization | Non-cash expense for tangible / intangible assets allocated over their useful lives. Negligible for asset-light internet companies. | GOOGL FY25 D&A ≈ $20B (data-center depreciation accelerating) |
§04 · Balance sheet — snapshot, not a movie
The balance sheet is a point-in-time snapshot — not a flow over a period, but “as of 2025-12-31, what does the company own, owe, and have left over?” The core identity: Assets = Liabilities + Stockholders’ Equity.
What matters when reading a balance sheet isn’t absolute size, but liquidity, leverage, and the composition of equity. A company with $170B+ in cash equivalents and a fat net cash pile (AAPL) tells a totally different story from one carrying the same cash but $200B+ of debt.
Assets
| Term | Meaning | Example |
|---|---|---|
| Current Assets · convertible within 1 year | Cash, marketable securities, accounts receivable (AR), inventory, prepaid expenses. | AAPL 2025-09-27: current assets ≈ $167B (cash $61B + short-term securities ~$32B) |
| PP&E · Property, Plant & Equipment | Offices, data centers, owned servers. Asset-light tech companies carry very little; manufacturing / energy / telecom sit heavy here. | — |
| Goodwill | The premium paid above the fair value of net assets in an acquisition. Tested for impairment annually — a one-time goodwill impairment is often a late confession of a failed acquisition. | META Goodwill ≈ $20B (WhatsApp $19B + Oculus origins) |
| Intangibles · excluding goodwill | Brands, patents, customer relationships, in-development software, land-use rights — amortized over a finite life. | — |
| DTA · Deferred Tax Assets | Amounts the company can offset against future taxable income, from historical losses (NOLs) or accrued expenses. | — |
Liabilities
| Term | Meaning | Example |
|---|---|---|
| Current Liabilities · due within 1 year | Accounts payable, accrued payroll, accrued expenses, short-term borrowings, deferred revenue (cash received but not yet recognized). | AAPL 2025-09-27 current liabilities ≈ $176B (AP is the bulk) |
| Long-term Debt | Bank loans, corporate bonds, convertible notes. Net debt = total interest-bearing debt − cash is the standard leverage definition. | AAPL interest-bearing debt ~$100B (despite $170B+ cash — arbitraging low rates + offshore-cash tax considerations) |
| Lease Liab. · Operating lease liabilities | After ASC 842, long-term operating leases are on-balance-sheet as a right-of-use (ROU) asset + lease liability. | — |
| Deferred Revenue | Customer paid, but the company hasn’t yet delivered the service. The change in deferred revenue is a leading indicator of subscription growth. | AAPL deferred revenue ~$13B (AppleCare + Services prepayments) |
Stockholders’ Equity
| Term | Meaning | Example |
|---|---|---|
| Common Stock · + APIC | Par value + Additional Paid-in Capital (APIC). Premium proceeds from IPOs / follow-on offerings / employee option exercises all flow into APIC. | META APIC ≈ $87B (IPO + many years of cumulative employee equity comp) |
| Retained Earnings · / accumulated deficit | Cumulative net income over the company’s history − cumulative dividends paid. Loss-making startups show “Accumulated Deficit” here. | AAPL retained earnings ≈ $0 (cumulative ~$700B of buybacks have wiped retained earnings down) |
| Treasury Stock · repurchased shares | Shares repurchased but not retired. Shown as a negative (reducing equity). | — |
| AOCI · Accumulated Other Comprehensive Income | FX translation differences, unrealized gains/losses on AFS securities, pension adjustments — equity changes that bypass the income statement. | — |
| Shares Outstanding | The currently issued and outstanding share count. EPS uses a weighted average; market cap uses period-end. | META 2025-12: Class A ~2.18B + Class B ~0.35B = ~2.53B (Zuckerberg controls Class B) |
| Minority Interest · Non-controlling Interest | The portion of consolidated subsidiaries’ equity that doesn’t belong to the parent. | — |
§05 · Cash flow statement — cash, the only real thing
“Profit is an opinion, cash is a fact.” Net income can be massaged through accounting choices, but the company’s actual bank balance is objective. The cash flow statement has three sections: operating, investing, financing.
| Term | Formula / Meaning | Example |
|---|---|---|
| OCF · Operating Cash Flow | OCF = Net Income + D&A + SBC (non-cash) + other non-cash + change in working capital. “How much cash the core business actually produced this year.” If OCF < net income, AR is usually surging or inventory is piling up. | GOOGL FY25 OCF ≈ $165B vs NI $132B (SBC + D&A added back) |
| Capex · Capital Expenditures | Capex ≈ Purchase of PP&E + Capitalized Software. Asset-light internet companies run 1–3% of revenue; cloud infrastructure 10–20%+; manufacturing and oil & gas 30%+. | GOOGL FY25 Capex = $91.4B (+74% YoY · AI data centers) |
| FCF · Free Cash Flow | FCF = OCF − Capex. “What’s actually distributable to shareholders after maintenance capex.” FCF Yield = FCF / Market Cap is a key tool for judging whether something is “expensive.” | AAPL FY25 FCF ≈ $97B / yield 23.3% |
| ICF · Investing Cash Flow | Capex + M&A − divestitures + net buying/selling of marketable securities. Large securities purchases can make ICF look very “negative” — but that’s just cash swapped for Treasuries. | AAPL FY25 ICF swings widely (driven by buying / selling marketable securities) |
| FCF (Financing) · Financing Cash Flow | Debt issuance / repayment, equity issuance / buybacks, dividends, RSU tax withholding. The “big negative” line for tech companies is often RSU tax withholding. | AAPL FY25 financing CF ≈ −$96B (buybacks + dividends) |
| NWC · Net Working Capital | NWC = Current Assets − Current Liabilities. A short-term liquidity buffer. Rising NWC = cash trapped in AR / inventory (a cash drain). | — |
What to focus on · Cash flow is the hardest of the three statements to fake.
Net income on the P&L can be “dressed up” with early revenue recognition, one-time gains, deferred impairments, and so on. The balance sheet can be reshaped through one-time write-downs or reclassifications. But the cash flow statement records the real movement of money in the bank account.
- OCF / Net Income > 1 — healthy cash conversion
- FCF > 0 — the company sustains itself without external funding
- FCF growth ≈ revenue growth — profitability isn’t being eroded by operational expansion
- SBC / FCF < 0.5 — equity dilution isn’t eating too much of the cash being generated
§06 · Non-GAAP — adjusted, EBITDA, and their games
GAAP is the SEC-mandated accounting standard. But when companies argue that “certain expenses don’t reflect true operations,” they disclose non-GAAP (a.k.a. adjusted) metrics on top. These can be informative — and they can be abused. You need to know both sides.
| Term | Formula | Meaning |
|---|---|---|
| EBITDA · Before Interest, Tax, D&A | EBITDA = Net Income + Interest (net) + Tax + D&A | ”Core operating profit” stripped of capital structure, tax rate, and depreciation effects. Common in cross-border / cross-industry / asset-heavy comparisons. |
| Adj. EBITDA | Adj. EBITDA = EBITDA + SBC + restructuring + one-time items + other “non-operating” | SBC is the most controversial add-back — no cash outflow, but real shareholder dilution. Tech companies’ Adj. EBITDA can run 30–50% above GAAP. |
| Adj. Net Income | Adj. NI = GAAP NI + SBC (after tax) + one-time items (after tax) − tax adjustments | Strips “non-operating” items out of GAAP net income. Usually shown alongside Adjusted EPS. |
| Adj. EPS | Adj. EPS = Adj. NI / Diluted Shares | Analyst consensus is usually expressed in Adj. EPS. The market’s beat / miss verdict runs on this number too. |
Trap · Watch out for the SBC “add-back.”
The biggest non-GAAP trap is adding back the full Stock-Based Compensation. SBC doesn’t burn cash, but it does:
- steadily raise share count, diluting existing shareholders
- represent the real cost of keeping employees — without it, you’d be paying cash salaries instead
- force buybacks “to offset dilution,” at which point cash is being spent
Recommendation: when looking at FCF, don’t strip out SBC; when looking at Adjusted EBITDA, watch the trend in SBC as a percentage of revenue.
§07 · Operating metrics — operating metrics by sector
Financial numbers lag. To see what a company’s “future revenue” looks like, watch its operating metrics / KPIs. The north stars vary widely by industry — they’re grouped below.
Social / internet platforms
| Term | Meaning | Example |
|---|---|---|
| DAU / MAU · Daily / Monthly Active Users | Each company defines “active” differently. The DAU / MAU ratio (stickiness) measures how engaged users are: 50%+ is very high, 20–30% is medium. | META Q4 DAP = 3.58B (family-of-apps basis, exceptional DAU/MAU stickiness) |
| ARPU · Avg Revenue Per User | ARPU = quarterly revenue / average DAU. Especially useful for cross-region comparison: US ARPU is typically 3–5× the rest of the world. | META Q4 ARPP US/Canada $XX vs APAC $X (4–5× regional gap) |
| Engagement | Daily time spent, sessions per user, interactions. Filings usually only disclose directional trends. | — |
| CPM / CPC · Cost Per Mille / Per Click | The unit price in the ad auction. CPM up + impressions up = both volume and price rising. | — |
| Ad Load | Number of ads per session. Saturates as the product matures; further monetization requires lifting CPM. | — |
| DAU/WAU | Measures “how many days per week the user opens the app.” 50%+ = daily (Facebook); 25–30% = 2–3 days/week (forums / utility apps). | — |
SaaS / subscription
| Term | Formula / Meaning | Notes |
|---|---|---|
| ARR · Annual Recurring Revenue | ARR = end-of-month MRR × 12 | The denominator at the heart of SaaS valuation. Counts only the “subscription” portion; one-time projects are excluded. |
| NRR / NDR · Net Revenue Retention | NRR = (cohort ARR after 1 year) / (cohort original ARR) | >100% = existing customers expanding; <100% = churn or downgrades. >120% is the mark of an excellent SaaS. |
| GRR · Gross Retention | Strips out upsell — just the share of existing customers still paying. | Healthy SaaS > 90%. |
| CAC · Customer Acquisition Cost | CAC = S&M / new customers | Meaningless on its own — must be paired with LTV. |
| LTV · Lifetime Value | LTV = ARPU × gross margin / churn | LTV / CAC > 3 is a healthy SaaS unit-economics model. |
| Magic Number | Magic = (this-quarter ARR net add × 4) / prior-quarter S&M | >1 = efficient growth; 0.5–1 = mid; <0.5 = low. |
| Churn | Logo churn (by customers) vs revenue churn (by $). | Enterprise SaaS <1%/month; consumer subscription 3–5%/month. |
E-commerce / platforms
| Term | Formula / Meaning | Notes |
|---|---|---|
| GMV · Gross Merchandise Value | Total transaction value across the platform — not the company’s revenue. | For Amazon’s 3P sellers, only the platform commission is recognized as revenue. |
| Take Rate | Take rate = revenue / GMV | Marketplaces 8–15%; food delivery 15–30%; payment gateways 2–4%. |
| AOV · Average Order Value | AOV = GMV / orders | Average ticket per order. Lifts usually come from cross-category recommendations / promotional bundles. |
| Repeat Rate | Share of customers who place another order within 30 / 90 / 365 days. | — |
| Active Buyers | Buyers who placed at least one order in the trailing 12 months. | — |
| Frequency | Orders per active buyer per year. | Typically 3–8; high-frequency categories can hit 20+. |
Other industries · cheat sheet
| Industry | North-star metric | Secondary metrics |
|---|---|---|
| Gaming | MPU · ARPPU · retention curve | MAU · DAU · paying ratio · new-game cadence |
| Streaming | Subscribers · ARPU · churn | Content hours · amortization |
| Cloud | Revenue growth · op margin · RPO | Capex · utilization · data-center expansion |
| Semiconductors | Revenue by end market · gross margin · inventory days | Capacity utilization · book-to-bill · wafer pricing |
| Banks | NIM · NPL ratio · CET1 capital | Loan growth · deposit mix |
| Insurance | Combined ratio · BVPS · float | Loss / expense ratio · yield |
| Retail | SSS / comps · turns · gross margin | Store count · online penetration |
| Airlines | RASM · CASM · load factor | Fleet size · fuel hedge · ASM |
| Fintech | TPV · take rate · transaction growth | Active accounts · cross-border |
§08 · Valuation — common valuation multiples
A valuation multiple is the ratio of “how much the market is willing to pay for $1 of X (revenue / earnings / cash flow).” It means nothing in isolation — you have to read it against historical ranges, peers, and growth.
| Multiple | Formula | Notes |
|---|---|---|
| P/E · Price-to-earnings | P/E = Market Cap / Net Income | The most-used multiple. Trailing = TTM; Forward = next 12 months expected. Growth stocks 30–50×, cyclicals 8–15×. Useless for unprofitable companies. |
| P/S · Price-to-sales | P/S = Market Cap / Revenue | Standard for unprofitable companies. Software 5–15×; high-growth SaaS 20–30×; hardware 1–3×. |
| EV/EBITDA · Enterprise value / EBITDA | EV = Market Cap + Net Debt + Minority − Associates | More fair across capital structures. The standard multiple in traditional industries — typically 5–15×. |
| FCF Yield · Free cash flow yield | FCF Yield = FCF / Market Cap | The core valuation lens for mature tech. >4–5% is reasonable; <2% means the market has already priced in high growth. |
| PEG · P/E to growth | PEG = P/E / EPS growth (%) | PEG < 1 = growth is undervalued relative to P/E; > 2 = excessive premium. |
| EV/Sales · Enterprise value / revenue | EV/Sales = EV / Revenue | One of the most-used multiples in software M&A. |
| P/B · Price-to-book | P/B = Market Cap / Book Value | The traditional multiple for banks, insurance, and asset-heavy industries. |
| Rule of 40 · SaaS heuristic | Revenue Growth % + FCF Margin % ≥ 40% | Combined “growth + profitability” health threshold. >40 strong; >50 elite. |
How to use valuation multiples · Don’t read absolute levels in isolation.
- Peer benchmark — across SaaS peers, look at EV/Sales and Rule of 40
- Historical range — the company’s own 3–5 year median multiple vs current
- Growth-adjusted — PEG or EV/Sales/Growth-style ratios
- Quality of earnings — the larger the gap between adjusted and GAAP, the less reliable P/E becomes
§09 · Governance disclosures — who actually owns and controls
Governance structure determines “who acts on behalf of shareholders’ capital.” The most common patterns in US filings: multi-class stock, controlled companies, independent-director ratios, executive compensation, related-party transactions. Most are disclosed in DEF 14A and 10-K Items 10–13.
| Term | Meaning | Example |
|---|---|---|
| Dual-Class · Dual-class share structure | Class A / B shares with different voting rights (1:10 or 1:20). Meta, Google, Snap, and Palantir are textbook examples. | META: Class B carries 10 votes per share; Zuckerberg ~57% voting power (founder control) |
| Controlled Co. · Controlled company | A party holding > 50% of voting power can be exempt from some independent-director rules — minority-shareholder protections weaken. | — |
| Independent · Independent directors | Directors with no employment / material business ties to the company. Healthy > 50%; audit and comp committees are typically required to be 100% independent. | — |
| Say-on-Pay · Shareholder vote on executive pay | Required every 1–3 years post-Dodd-Frank. Approval < 70% is a warning sign. | — |
| CEO Pay Ratio · CEO-to-employee pay ratio | Tech companies 200–500×; retail companies > 1000×. No good/bad cutoff, but very high ratios attract ESG scrutiny. | — |
| Beneficial Ownership | The “5% holders table” in the proxy. Vanguard / BlackRock / State Street usually each hold 5–10%. | — |
| Related Party · Related-party transactions | Transactions with entities controlled by directors, officers, large shareholders, or their relatives. Frequent / large is a red flag. | — |
| Poison Pill | When an outside acquirer crosses a threshold, other shareholders can buy new shares at a discount, diluting the acquirer. Defends against hostile takeovers. | — |
| Form 4 · Insider transactions | Must be disclosed within 2 days. Large purchases > large sales as a signal (most sales are pre-arranged 10b5-1 plans). | — |
§10 · Checklist — the earnings-day checklist
Below is the fixed flow I run through whenever I read a quarterly report — go through it in order; if you have answers to all 15 questions, you generally have enough to form a view on the quarter.
Growth and profitability
- Quarterly revenue YoY growth — above / below guidance and consensus?
- Gross margin — YoY / QoQ trend? Continuing to expand?
- Operating margin — direction of change? Operating leverage emerging?
- Adj. EBITDA margin — gap vs GAAP? Any unusual non-GAAP add-backs?
- OCF / net income ratio — > 1? What explains the gap?
- FCF — absolute level and growth rate? SBC as a share of FCF?
Operations and structure
- Core operating metrics (DAU / ARR / GMV, etc.) — YoY / QoQ?
- ARPU / take rate / unit economics — improving?
- Guidance (next quarter / full year) — raised / lowered?
- On-balance-sheet net cash vs market cap?
- Diluted share count — change? Net effect of SBC and buybacks?
- Risk Factors — any new or strengthened items?
- 8-K — any material events (officer / M&A / litigation)?
- Form 4 — any unusual large insider buys?
- Profit structure — is it being flattered or weighed down by one-time items?
How to use it · Don’t read market commentary before reading the filing.
First go through the press release and 10-Q yourself with these questions in hand and form your own initial view; only then turn to sell-side notes, Twitter takes, and forum debates — that way you can judge “whether the story being told fits the data.” The other order tends to anchor you to someone else’s narrative.
§11 · Common traps — the usual suspects
- “One-time” charges that keep recurring. The company excludes “restructuring” or “legal settlement” from adjusted earnings every year — but if it shows up 3–5 years in a row, it isn’t one-time. Signal: adjustments persisting > 3 years.
- AR growing abnormally fast. If AR growth materially outpaces revenue (revenue +20% while AR +50%), two possibilities: relaxed credit terms / channel stuffing, or customers stretching payments. Signal: DSO trending higher.
- Inventory ballooning. Inventory growth > revenue growth = weak demand / forecasting miss. Next quarter may be forced into discounting. Signal: inventory turnover declining.
- Deferred revenue declining. For SaaS companies, deferred revenue represents “cash collected, not yet delivered.” A QoQ decline signals new bookings can’t keep up with what’s being recognized off the back log. Signal: Deferred Rev QoQ < −5%.
- Goodwill impairment. A one-time goodwill writedown = the company admitting it “overpaid” on an acquisition. Non-cash, but reveals management’s capital-allocation skill. Signal: goodwill impairment > 0.
- Buybacks < dilution. “$1B buyback” announced, while $1.5B in RSUs are issued — net dilution still rising. Watch the actual change in diluted shares. Signal: diluted shares rising every quarter.
- Non-GAAP “SBC add-back” make-up. SaaS companies routinely add back the full SBC and announce “Adj. operating margin 30%” while GAAP is still in the red. FCF is the antidote to make-up. Signal: Adj. vs GAAP gap > 20%.
- Excessive customer / revenue concentration. 10-K Risk Factors disclose top-customer share. A single customer > 20% is high-risk — any contract change can wreck revenue. Signal: any single customer > 10%.
- Quietly redefining the guidance metric. Quietly shifting from “total revenue guidance” to “revenue + a specific business line” — or from GAAP to non-GAAP. Audit consistency of the metric definition. Signal: guidance scope or denominator changed.
- Serial CEO / CFO turnover. Two CFO changes in two years is a very strong red flag — the CFO is the first person to see the numbers go wrong. Same with audit-committee chair / external auditor changes. Signal: CFO ≥ 2 changes in 24 months.