Form 10-K Flashcards
What is the independent accountants role in the Form 10-K?
To compare textual info to the financial statements and other financial information to identify any inconsistencies or omissions of pertinent info
What is the attorney’s role in the Form 10-K?
To compare financial info to textual info to assess any inconsistencies and omissions
Generally, how many days does a company have to file Form 10-K?
90 days after end of the company’s fiscal year
How does a company qualify as an “accelerated filer”?
- Public float of at least $75 million but less than $700 million as of the end of the most recently completed second fiscal quarter
- Annual revenue of at least $100 million in its last fiscal year
- Subject to Exchange Act reporting requirements for 12 months
- Has filed at least 1 annual report
How does a company qualify as a “large accelerated filer”?
- All requirements of accelerated filer
- Public equity float of $700 million or more as of the end of its second quarter
What does the SEC allow for smaller reporting companies?
Scaled financial and nonfinancial disclosures
What qualifies as a smaller reporting company, per Item 10(f) of Regulation S-K?
- Public float less than $250 million as of the last business day of its most recently completed second fiscal quarter OR
- Revenues less than $100 million for its most recent annual period that has either no public float or less than $700 million public float as of the last business day of its most recently completed second fiscal quarter
Where are the rules for smaller reporting companies located?
- Financial rules in Article 8 of Regulation S-X
- Non-financial rules in Regulation S-K
What is the 10-K/10-Q filing deadline for a large accelerated filer?
60 days/40 days
What is the 10-K/10-Q filing deadline for an accelerated filer?
75 days/40 days
How many parts are there in the Form 10-K?
Facing page and four parts
How has the SEC addressed non-GAAP financial measures with Regulation G?
Covers public disclosures that include non-GAAP financial measures, both disclosures that filed with SEC and not
How has the SEC addressed non-GAAP financial measures with Regulation S-K?
Covers disclosures of non-GAAP financial measures in SEC filings
How has the SEC addressed non-GAAP financial measures with Form 8-K?
Requires companies to furnish the text of ERs and announcements to the SEC, regardless of whether the release includes a non-GAAP financial measure
A discussion of material increases and decreases in working capital items should be included in which section of MD&A?
Liquidity section of MD&A
Should include an analysis of material increases and decreases in working capital items to explain whether changes are due to growth or contraction or changes in turnover
What must be included in management’s report on the company’s internal controls?
A statement identifying the framework used by management to evaluate the effectiveness of the company’s ICFR
What is a proxy statement?
Document containing the information the SEC requires companies to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual or special stockholder meeting
Which rule requires that a registrant disclose that it either has at least once audit committee financial expert serving on its AC or does not have an AC financial expert?
Regulation S-K Item 407(d)(5)
Under Item 14 of Form 10-K, a registrant must include which information regarding fees billed by its principal accountant?
- Audit fees
- Audit related fees
- Tax fees
- Fees for all other services
Described for the two most recent fiscal years
What is the purpose of the SOX Section 302 certification?
For PEO and PFO to certify their (1) acknowledgement of their responsibilities and affirm that they have fulfilled them, and (2) involvement in prep of reports and overall fairness of the info they contain
Responsibilities
- Disclosure controls and procedures
- Reporting of deficiencies in the system of internal controls and certain frauds to the AC
What is the purpose of the SOX Section 906 certification (18 U.S. Code Section 1350)?
For PEO and PFO to certify in each quarterly and annual report that
- the report fully complies with certain SEC rules
- the info in the report fairly presents, in all material respects, the financial condition and results of operations of the company
