F1.02 – SEC Reporting Requirements (1.9)

Question 0

Registration Statement

Answer 0

Registration Statement required when issuing new securities

Registration Statement includes
– Disclosures about the securities being offered for sale
– The relationship of the new securities to the company’s other securities
– Information similar to that filed in the annual filing new deck
– Audited financial statements
– Description of business risk factors

Question 1

Important Required Forms

Answer 1

File required reports using EDGAR (electronic data gathering, analysis, and retrieval system)

Important Required Forms
1. Registration Statements

2. Form 10-K (Annual report for US companies)
3. Form 10-Q = Quarterly report for US companies
4. Form 11-K = Annual report for employee benefit plan
5. Forms 20-F and 40-F = Annual report for foreign companies
   – 20F for Canadian companies
   – 40F for other foreign companies
6. Form 6-K = Interim report for foreign issuers (semi-annual)
7. Form 8-K = major corporate events
8. Forms 3, 4, and 5 = holdings of insiders

Question 2

Form 10-K

Answer 2

Form 10-K = Annual report

Includes:
– Financial disclosure
– A summary of financial data
– MD&A
– AUDITED financial statement

Filing deadline after the end of fiscal year:
– Large accelerated filers = 60 days
– Accelerated filers = 75 days
– Everyone else = 90 days

Large accelerated filer = ≥ $700 million worldwide market value of outstanding common equity held by non-affiliates.

Accelerated filer = $75 to <$700 million worldwide market value of outstanding common equity held by non-affiliates.

Question 3

Form 10-Q

Answer 3

Form 10-Q = quarterly report

Includes
–Unaudited financial statements prepared using US GAAP
– Interim period MD&A
– Certain disclosures

Filing deadline after the end of quarter:
– Large accelerated filers = 40 days
– Everyone else = 45 days

Question 4

Form 11-K

Answer 4

Form 11-K = Annual report of the company’s employee benefit plan(s)

Question 5

Forms 20-F and 40-F

Answer 5

Forms 20-F and 40-F = 10-K for foreign private issues

Form 20-F filed by Canadian companies

Form 40-F filed by other foreign companies

Like 10-K

Can use GAAP, IRS, or OCBOA (with reconciliations to GAAP)

Question 6

Form 6-K

Answer 6

Form 6-K similar to Form 10-Q but filed SEMI-ANNUALLY (not quarterly) by FOREIGN private issuers

Question 7

Form 8-K

Answer 7

Files to report major corporate events
– Assets acquisitions or disposals
– Changes in securities and trading markets
– Changes to accountants or financial statements
– Changes in corporate governance or management

Question 8

Summary of deadlines for 10-K and 10-Q

Answer 8

Form 10-K

• 60 days = large accelerated filers
• 75 days = accelerated filers
• 90 days = other filers

Form 10-Q

• 40 days = large accelerated filers
• 45 days = other filers

Question 9

Minimum reporting presentation – Annual reports

Answer 9

SEC
- 2 balance sheets
- 3 income statements
- 3 owner's equity
- 3 cash flow statements
Must be audited

IFRS = 2 of each

US GAAP sets no minimum standards

Question 10

Minimum reporting presentation – interim reports

Answer 10

US GAAP sets no minimum reporting presentation

SEC
- Balance sheet:
i. For the quarter
ii. Most recent annual
- Income statement
i. For the quarter (current year & previous year)
ii. Year to date (current year & previous year)
- Cash flow statement
i. Year to date (current year & previous year)
Must be condensed and reviewed

IFRS
- same for balance sheet and cash flow
- Statement of comprehensive income
i. For the quarter (current year & previous year)
ii. Year to date (current year & previous year)
- Statement of changes in equity
i. Year to date (current year & previous year)
Must be condensed and reviewed

Question 11

XBRL defined

Answer 11

XBRL = Extensible Business Reporting Language

XBRL is a royalty-free, open specification for software that uses XML (Extensible Markup Language) data tags to describe financial information for business and financial reporting

Tag = machine-readable code that gives a standard definition for each line item in the financial statements, and notes to the financial statements

Instance document = XBRL formatted document containing tagged data

Question 12

XBRL Taxonomies

Answer 12

Taxonomy = specific tags used for individual items of business and financial data

XBRL US GAAP Financial Reporting Taxonomy
– Maintained by FASB and Financial Accounting Foundation
– Reflects US GAAP and SEC Financial statement disclosure requirements

XBRL IFRS Taxonomy
– Maintained by IFRS Foundation
– Reflects changes in IFRS disclosure requirements

Global Ledge Taxonomy
– Independent of other reporting standards or system types that permits flexible multi-national consolidation

Some industries have taxonomies that accommodate industry specific financial reporting needs

Companies can create their own tags

Question 13

SEC Interactive Data Rule

Answer 13

US and foreign issuers using US GAAP and foreign issuers using IFRS have to present financial statements and schedules using XBRL

• Form 10-K
• Form 10-Q
• Forms 6-K and 8-K containing revised financial statements

File within 30 days of filing related report or registration statement. Post on corporate website by end of day data filed

Modified liability for 24 months after first filing
- Provision terminated on October 31, 2014