FAR2 M6 - SEC Reporting

Question 1

Form 10K

Answer 1

Annual filing to the SEC. Contains financial disclosures, including a summary of financial data, management’s discussion and analysis (MD&A) and audited FS prepared using GAAP.

Filing Deadlines:
Large Accelerated (large companies) 60 Days
Accelerated (mid size companies) 75 Days
All Others (small companies) 90 Days

Question 2

Large Accelerated Filer

Answer 2

An issuer with a worldwide market value of o/s common equity held by non-affiliates of $700 million or more as of the last business day of most recently completed second fiscal quarter.

Question 3

Accelerated Filer

Answer 3

Issuer with a worldwide market value of o/s common equity in non-affiliates of $75 million or more, but less than $700 million.

Question 4

Form 10Q

Answer 4

Quarterly filing to the SEC. Contains unaudited FS, interim period MD&A and certain disclosures.

Filing Deadlines:
Large Accelerated - 40 days
Accelerated - 40 days
All Others - 45 days

Question 5

Form 11K

Answer 5

Annual report of a company’s employee benefit plans.

Question 6

Form 20F and 40F

Answer 6

Forms filed annually by foreign private issuers. The 20F is non-US (10K) annual report and the 40F is the Canadian (10K) annual report. Similar to 10K. Contains financial disclosures, including a summary of financial data, management’s discussion and analysis (MD&A), and audited FS. The FS may be prepared using GAAP, IFRS, or a comprehensive body of accounting principles other than GAAP or IFRS.

Question 7

Form 6K

Answer 7

Filed semiannually by foreign private issuers . Similar to the 10Q and contains unaudited FS, interim MD&A, adn certain disclosures.

Question 8

Form 8K

Answer 8

File to report major corporate events such as corporate asset acquisitions, disposals, changes in securities, trading markets, changes in accountants, financial statements, and changes in corporate governance or management.

Question 9

Forms 3, 4, and 5

Answer 9

Forms required to be filed by directors, officers, or beneficial owners of more than 10% of a class of equity securities of a registered company.

Question 10

Regulation S-X

Answer 10

Regulation S-X(17 CFR part 210) outlines the requirements for interim and annual FS to be filed with the SEC.

Question 11

Regulation S-X - Annual & Interim Financial Statements

Answer 11

Interim statements are the US 10Q (quarterly) and foreign 6K (semiannually). Requirements:
1. Review requirement - interim statements must be reviewed by independent public accountant.
2. Statements & Periods:
- Balance Sheet as of the end of the fiscal
quarter/preceding year end
- Income Statement for the most recent fiscal quarter, for
the period between the end of the preceding fiscal year
and the end of the most recent quarter, and for the
corresponding periods of the preceding year. May also
include a 12 month rolling ending with the most recent
quarter and corresponding preceding period.
- Statements of Cash Flow - period between the end of
the preceding fiscal year and the end of the most
recent fiscal quarter and for the corresponding period
for the preceding fiscal year. May also include a 12
month rolling ending with the most recent quarter and
the prior corresponding period.

Question 12

Adjustments for Fair Presentation

Answer 12

Interim statements should include necessary adjustments to fairly state the results of the interim period, and a statement to that effect in the notes of hte FS. Referencing both recurring and nonrecurring adjustments, as well as amounts for nonrecurring adjustments.

Question 13

Omitted Disclosures

Answer 13

• Interim statement can omit the Summary of significant accounting policies, details of accounts that have not changed significantly since the last fiscal year, and detailed annual disclosures, since users will have access to the most recent annual FS.

Question 14

Required Disclosures

Answer 14

• Material contingencies
• Events subsequent to the end of the most recent fiscal year that have a MATERIAL impact, including changes in accounting principles, practices, estimates, status of long-term contracts, new significant borrowings/financing, business combos and dispositions.

Question 15

Requirements for Annual Statements

Answer 15

1. Annual FS must be audited by an independent public accountant.
2. Must present 2 BS for the two most recent fiscal years and IS and cash flows for each of the three years preceding the date of the most recent annual BS.

Question 16

Disclosures Requirements

Answer 16

• Dividends per share
• Principals of consolidation/combination
• Assets subject to lien
• Defaults with respect to any issue of securities/credit agreements or breach existing as of the day of the BS and has not been subsequently cured
• Preferred shares disclosures
• Restrictions that limit dividend payments
• Significant changes in bonds, mortgages, or similar debt
• Summarized financial information of subsidiaries not consolidated and 50% of less owned entities
• Income tax expense
• Warrants or rights o/s
• Related party transactions
• Repurchase and reverse repurchase agreements
• Accounting policies and derivative instrutments

Question 17

XBRL

Answer 17

Extensible Business Reporting Language - is a royalty free, open specification software that uses XML data tags to describe financial information for business and financial reporting. Language after HTML. XML and XBRL tell computers how to interpret the context of text.

Question 18

Tag

Answer 18

A machine readable code that gives a standard definition for each line item in an IS, CF, BS, other financial or non financial data, including notes to the FS. Tags include descriptive labels, definitions, references to US GAAP, and other elements to provide contextual information that allow data to be recognized and processed by software.

Question 19

Taxonomy

Answer 19

Specific tags used for individual items of business and financial data.

Question 20

XBRL Taxonomies

Answer 20

• XBRL U.S. GAAP Financial Reporting Taxonomy
• XBRL IFRS Taxonomy
• Global Ledger Taxonomy
• Industry Specific Taxonomy
• Company Specific Tags

Question 21

Instance Document

Answer 21

is an XBRL formatted document that contains tagged data

Question 22

SEC Interactive Data Rule

Answer 22

Requires U.S. public companies and foreign private issues that use GAAP or IFRS to present FS and FS schedules in an exhibit prepared using XBRL. This exhibit is required with quarterly and annual reports, 6K and 8K containing revised or updated FS. Must be filed the earlier of 30 days of the due date or filing date of the registered report. Filers have an additional 30 day grace period for the first filing that requires footnotes and schedules tagged using all levels of detail. Information submitted by the filer to the SEC in interactive data format must also be posted to the filer’s corporate website no later than the end of the calendar day on which the filer filed.