Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

FAR > 1.10 SEC Reporting > Flashcards

1.10 SEC Reporting Flashcards

1
Q

What is the SEC created by?

A

Securities Exchange Act of 1934

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

What is the purpose of the SEC?

A
  • to regulate securities trading

- enforce securities legislation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

What is the basic purpose of the securities laws?

A
  • prevent fraud & misrepresentation

- require full and fair disclosure so investors can evaluate investments

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Under what act is disclosure made BEFORE the initial issuance of securities by registering with the SEC and providing a prospectus to potential investors?

A

Securities Act of 1933

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

How are disclosures made in the Securities Act of 1934?

A

disclosures are made about subsequent trading of securities by filing periodic reports for the public to review

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Identify the 6 SEC regulations

A

1 - Regulation S-X

2 - Regulation S-K

3 - Regulation S-B

4 - Regulation S-T

5 - Financial Reporting Releases (FRRs)

6 - Staff Accounting Bulletins (SABs)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

What does Regulation S-X apply to?

A
  • reporting of interim and annual financial statements, including notes and schedules.
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

What does Regulation S-K provide or cover?

A
  • provides disclosure standards, including many that are non-financial
  • covers certain aspects of corporate annual reports to shareholders
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

What does Regulation S-B apply to?

A
  • small business issuers and non-accelerated filers

- reduces disclosure requirements for smaller companies

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

What does Regulation S-T govern?

A
  • the types of documents the SEC requires to be filed electronically
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

What are Financial Reporting Releases (FRRs)?

A
  • announce accounting and auditing matters of general interest
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

What are Staff Accounting Bulletins?

A
  • interpretations to be followed by the SEC staff in administering disclosure requirements
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

What is the Integrated Disclosure System?

A
  • system adopted by the SEC to avoid overlapping of disclosures required by the 1933 and 1934 Acts
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Identify the aspects of the Integrated Disclosure System

A
  • Financial statements are standardized
  • A basic information package is common to most filings
  • elements of the annual shareholders’ report may be incorporated by reference in the annual SEC report (Form 10-K)
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Identify the 4 categories of issuers recognized under the SEC’s integrated disclosure system

A

1 - non reporting issuer

2 - unseasoned issuer

3 - seasoned issuer

4 - well-known seasoned issuer

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Define a non-reporting issuer

A
  • one who need not file reports under the 1934 act
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

What form must a non-reporting issuer use?

A

Form S-1

18
Q

Define an unseasoned issuer

A
  • issuer has reported for at least 3 consecutive years under the 1934 act
19
Q

What forms must an unseasoned issuer use?

A
  • Form S-1 but provides less detailed information and may include some information by reference to other 1934 act reports
20
Q

Define a seasoned issuer

A
  • issuer has filed for at least 1 year

- has a market capitalization of at least $75 million

21
Q

What form must a seasoned issuer use?

A
  • Form S-3 to report even less detail and may include even more information by reference
22
Q

Define a well-known seasoned issuer

A
  • issuer has filed for at least 1 year
  • has a worldwide market capitalization held by non-affiliates of at least $700 million or
  • has issued for cash in a registered offering at least $1 billion of debt or preferred stock in the past 3 years
23
Q

What form must a well-known seasoned issuer use

A

Form S-3

24
Q

Annual Standardized Financial Statements must be audited by a firm that is registered with what organization?

A

Public Company Accounting Oversight Board (PCAOB)

25
Q

Identify the statements that must be included in the audited financial statements

A
  • Balance sheets for the 2 most recent fiscal year ends

- Statements of income, cash flows, and changes in equity for the 3 most recent fiscal years

26
Q

Identify the requirements of the accountant certifying the financial statements

A
  • must be independent of the management of the filer
  • not required to be a CPA
  • must be registered with a state
27
Q

Identify the contents of the basic information package (BIP)

HINT: 11

A

1 - financial statements

2 - financial trends & selected financial info for preceding 5 years

3 - management’s discussion & analysis (MD&A)

4 - dividends & market prices of common stock

5 - description of business

6 - locations & descriptions of physical properties

7 - pending litigation (principal parties, allegations & relief sought)

8 - mgmt & general data for each director & officer

9 - compensation of the 5 highest-paid directors & officers

10 - security holdings of directors, officers, & those owning 5%+ of security

11 - matters submitted to shareholders for approval

28
Q

What matters are discussed in the MD&A

A
  • liquidity
  • capital resources
  • results of operations
  • effects of tax legislation
  • effect of changing prices
  • entity’s outlook & the significant effects of known trends, events and uncertainties
29
Q

Registration Under the 1934 Act:

Identify the securities that are required to be registered under the 1934 Act:

A
  • Securities listed on a national exchange
  • Equity securities of companies that have total gross assets > $10 million and a class of equity securities with 2,000 shareholders or 500 shareholders who are not accredited investors
30
Q

Registration Under the 1934 Act:

What companies are required to register under the 1934 Act?

A

All regulated, publicly held companies must register with the SEC

31
Q

Periodic Reporting:

Identify the reports an issuer must periodically file with the SEC

A
  • Form 10-K (annual report)
  • Form 10-Q (quarterly report)
  • Form 8-K (current report)
  • Form 20-F (annual report for foreign issuers)
32
Q

Periodic Reporting:

When is Form 10-K required to be filed?

A
  • 60 days of the last day of the fiscal year by large accelerated filers
  • 75 days by accelerated filers
  • 90 days by non-accelerated filers
33
Q

Periodic Reporting:

Define a large accelerated filer

A
  • $700 million or more in publicly held stocks, i.e., shares held by the public and not insiders
34
Q

Periodic Reporting:

Define an accelerated filer

A
  • $75 million to $700 million in publicly held stocks, i.e., shares held by the public and not insiders
35
Q

Periodic Reporting:

Define a non-accelerated filer

A
  • < $75 million in publicly held stocks, i.e., shares held by the public and not insiders
36
Q

Periodic Reporting:

When Form 10-K is presented with the basic information package it must be certified by an independent accountant and signed by who?

A
  • Principal executive, financial, and accounting officers

- Majority of the board of directors

37
Q

Periodic Reporting:

What is Form 10-Q and when is it required to be filed?

A
  • quarterly report of operations and financial condition
  • 40 days of the last day of the 1st three fiscal quarters by large accelerated filers & accelerated filers
  • 45 days for non-accelerated filers
  • required to be filed for the 1st three quarters by all entities required to file Form 10-K
38
Q

Periodic Reporting:

Is audited financial information required to be presented for Form 10-Q reporting?

A

No - but must be reviewed by an independent accountant

39
Q

Periodic Reporting:

What is Form 8-K and when is it required to be filed?

A
  • current report to disclose material events

- must be filed within 4 business days after the material event occurs

40
Q

Periodic Reporting:

Provide examples of material events that would require the filing of Form 8-K:

HINT: 5

A
  • change in control of the registrant
  • Acquisition or disposition of a significant amount of assets not in the ordinary course of business
  • Bankruptcy or receivership
  • Resignation of a director
  • A change in the registrant’s certifying accountant
41
Q

Periodic Reporting:

What is Form 20-F and who is required to file it?

A
  • annual report to the SEC filed by foreign private issuers

- similar to Form 10-K

42
Q

Periodic Reporting:

How are the financial statements prepared in Form 20-F?

A

in accordance with U.S. GAAP or IFRS

FAR (23 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions