5. Public Company Reporting Topics & EPS Flashcards
What are SEC’s 5 divisions?
The division of corporate finance Enforcement Trading and markets Investment management Economic and risk analysis
Which division oversees compliance with the securities act?
Division of corporate finance
Which division oversees secondary market, exchanges, brokers and dealers?
Division of trading and market
What does Regulation S-X regulate?
Format and content of financial stmt disclosures (IS, BS, Change in OE, stmt of CF, foot note/disclosures, qualification of accountants)
What does Regulation S-K regulate?
Form and content of non financial stmt disclosures (the content of 10-K besides financial stmt: description of business, stockholders matters, MD&A, change in the disagreements w accountants, info on directors and managers)
Which form is used for initial registration with SEC?
Form S-1 submit financial info, BS within 90 days of the submission
What’s the part 1 of Form S-1?
Prospectus - supplied to potential purchasers. Description of the issuing company, operations/risks, financial stmts - audited BS (2yrs), 3 yrs of IS, change in OE, stmt of CF.
What does Form 8-K report?
Significant events
What’s the filing deadlines for 10K for Large accelerated filer (>700mil), accelerated filer (>75>700), and nonaccelerated filer (<75)?
For 10Q?
60days, 75days, 90days
40days, 40days, 45days
In form 10K, how many parts are there?
4
Form 10-K, what’s included in part 1?
Description of business, risk, unresolved staff comments, legal, submission of matters to a vote of stockholders
Form 10-K, what’s included in part 2?
Market price of com. stock, financial data, MD&A, financial stmts, disagreements with accountants
Form 10-K, what’s included in part 3?
Directors/officers, executive compensations, security ownerships, related party, fees
Form 10K, what’s included in part 4?
Exhibits, signatures, certifications
What does MD&A (management discussions and analysis) include?
Financial, trend, events, important acct policies, forward looking perspectives
Is Form 10Q audited?
No, but must be reviewed by an auditor
What did the Sarbarnes-Oxiley Act of 2002 change?
Requirement of annual audits by registered auditing firm
The auditing firm can’t provide non audit service
Audit committee requirement
Management must report on internal controls: existence and effectiveness
Increased penalties
Reporting of EPS required for who?
Public entities
EPS reported only on which types of stock?
Common
For simple capital structure (only com. stock or com. stock and non convertible pref. stock. No PCS potential com. stock), which EPS must be reported?
BEPS
For complex capital structure, which EPS must be reported?
BEPS and DEPS
EPS reported on which segments of IS?
Income from continuing operations
Discontinued operations
NI
Where on the IS EPS can be reported?
On the face of foot note
Is EPS after tax amount?
Yes
What’s the formula to compute BEPS?
NI - pref. stock dividends / weighted average com. shares outstanding
To compute EPS, subtraction of pref. stock dividend depends on cumulative or not and current yr dividend declared or not. Summarize
If cumulative and current yr divi declared: 1 full yr dividend
Not declared: 1 full yr dividend
If non cumulative and current yr did declared: Amount declared
Not declared: none
To compute WA (weighted average), if stock dividend and split occur between BS date and issuance date, how are they treated?
Must be incorporated
To compute EPS, which segment you don’t subtract pref. stock divi pd?
Discontinued operation
Contingent shares - included in WA?
Yes