F2 - M6 - SEC Reporting Requirements Flashcards
How are forms filed with the SEC?
EDGAR
Electronic Data Gathering And Retrieval system
When issuing new securities, what information is the company required to submit to the SEC?
Registration Statement, which includes:
- Disclosures about the securities offered for sale
- Relationship of new securities to old securities
- Info similar to that filed in the annual filing
- Audited financial statements
- Description of business risk factors
Define Large Accelerated Filer
Issuer with a worldwide market value of outstanding common equity held by non-affiliates of 700M+ as of the last business day of the most recently completed second fiscal quarter
i.e., large companies
Define Accelerated Filer
Issuer with a worldwide market value of outstanding common equity held by non-affiliates between 75M and 700M
i.e., medium-sized companies
List some of the required SEC forms.
10-K = Annual 10-Q = Quarterly 11-K = Employee Benefits Plans 20-F = Foreign (Non-US) 10K 40-F = Canada 10K 6-K = Semi annual 8-K = Major events 3, 4, 5 = 10% owners
Form 10-K
Annual, Audited
Includes financial statements, a summary of the financial data and MD&A
Filing Deadlines:
- Large Accelerated = 60 Days
- Accelerated = 75 Days
- All Others = 90 Days
Form 10-Q
Quarterly (Interim), NOT audited
Includes financial statements, interim period MD&A, and certain disclosures
Filing Deadlines:
- Large Accelerated = 40 Days
- Accelerated = 40 Days
- All Others = 45 Days
Form 11-K
Annual
Employee benefits plan(s) of a company
i.e., pensions
Form 20-F
Annual, Audited
Foreign Private Issuers (Non-US) registered with SEC
Includes financial statements, a summary of the financial data and MD&A (same as 10K)
Can be prepared using GAAP, IFRS, or other. If not GAAP, a reconciliation to GAAP must be provided
Form 40-F
Annual, Audited
Foreign Private Issuers (Canada) registered with SEC
Includes financial statements, a summary of the financial data and MD&A (same as 10K)
Can be prepared using GAAP, IFRS, or other. If not GAAP, a reconciliation to GAAP must be provided
Form 6-K
Semiannual, NOT audited
Foreign Private Issuers registered with the SEC
Includes financial statements, interim period MD&A, and certain disclosures (same as 10-Q)
Form 8-K
Major Events
Examples:
- Corporate asset acquisitions or disposals
- Change in securities and trading markets
- Change in accountants or financial statements
- Change in corporate governance or management
Forms 3, 4, and 5
10% Owners
Directors, Officers, or Beneficial Owners of more than 10% of a class of equity securities of a registered company
What is Regulation S-X?
The form, content, and requirements for interim and annual financial statements to be filed with the SEC
What is the review requirement for financial statements?
Interim - Financials must be REVIEWED by an independent public accountant
Annual - Financials must be AUDITED by an independent public account and the audit report must be included with the ANNUAL financial statements.
Which balance sheet period(s) should be included with interim financial statements?
End of the most recent fiscal quarter AND
as of the end of the preceding fiscal year
Which income statement(s) should be included with interim financial statements?
Most recent fiscal quarter, for the period between the end of the preceding fiscal year and end of the most recent fiscal quarter AND for the corresponding periods of the preceding fiscal year
Which statement of cash flow(s) should be included with interim financial statements?
Period between end of preceding fiscal year and the end of the most recent fiscal quarter AND for the corresponding period for the preceding fiscal year
Reporting adjustments to interim statements
Include a statement in the footnotes if the interim financial statements include adjustments (such as estimated provisions- bonus, profit-sharing, etc.)
If adjustments are normal, recurring - a statement should be made stating that fact
Can interim financial statements be condensed?
Yes
Can some disclosures be omitted for interim reporting?
Yes, because users have access to most recent annual financial statements which include info such as the summary of significant accounting policies, etc.
What are required disclosures for interim reporting?
- Material Contingencies
- Subsequent Events from end of most recent fiscal year that have a material impact
Which balance sheet period(s) should be included with annual financial statements?
Two most recent fiscal years
Which income statement(s) should be included with annual financial statements?
Three fiscal years preceding the date of the most recent audited balance sheet.
*Same for Changes in Owners Equity, and Cash Flows
What are required disclosures for annual reporting?
- Dividends per share and in total for each class
- Principles of consolidation or combination
- Assets subject to lien
- Defaults on securities or credit agreements
- Preferred shares
- Restrictions limiting payment of dividends
- Significant changes in bonds, mortgages, debt, etc
- Summarized financial info of subsidiaries not consolidated and 50% or less owned entities
- Income tax expense
- Warrants or rights outstanding
- Related party transactions which affect financials
- Repurchase and reverse purchase agreements
- Accounting policies for derivative instruments
Which reports are required to be included per the IFRS?
At a minimum:
- Two Balance Sheets
- Two Statements of Comprehensive Income
- Two Statements of Changes in Equity
- Two Statements of Cash Flows
- Related Notes
What is XBRL?
Software that uses data tags to describe financial information for business and financial reporting.
What is a tag (XBRL)?
A machine-readable code, that gives a standard definition for each line item in an income statement, cash flow statement, balance sheet, or other financial/non-financial data
Includes descriptive labels, definitions, references to US GAAP, and other elements that provide contextual information that allow data to be recognized and processed by software
What is Taxonomy?
The specific tags used for individual items of business and financial data
- XBRL US GAAP
- XBRL IFRS
- Global Ledger
- Industry Specific
- Company Specific
Who maintains XBRL US GAAP Taxonomy and what is the purpose?
FASB and FAF
Reflects changes in GAAP and SEC disclosure requirements
Who maintains XBRL IFRS Taxonomy and what is the purpose?
IFRS Foundation
Reflects changes in IFRS disclosure requirements
What is Global Ledger Taxonomy?
Independent of other reporting standards or system types that permits flexible, multinational consolidation
What is Industry Specific Taxonomy?
Created to accommodate industry specific financial reporting needs.
Exist for commercial/industrial, banking/savings, real estate, insurance, and broker/dealer industries
What are Company Specific Tags?
Tags created by a company when needed tags are not in any existing taxonomy
What is an instance document?
XBRL formatted document that contains tagged data
SEC Interactive Data Rule
Requires US public companies and foreign private issuers that use GAAP/IFRS to present financial statements and any applicable financial statement schedules in an exhibit prepared using XBRL
Primary financial statements are required to be tagged in detail AND within 30 days after the earlier of the due date or filing date
Tagging - Level 1
Each complete footnote and schedule is tagged as a single block of text
Required for a company’s first XBRL submission
Tagging - Level 2
Each significant accounting policy within the footnote is tagged as a single block of text
Required one year after original submission
Tagging - Level 3
Each table within each footnote or schedule is tagged as a separate block of text
Required one year after original submission
Tagging - Level 4
Each amount ($, %, etc.) is required to be separately tagged in each footnote or schedule
Required one year after original submission
30 Day Grace Period
Filers receive a 30 day grace period for the first filing that is required to have footnotes and schedules tagged using all levels of detail
