Public Company Reporting Topics Flashcards
What does the SEC regulate?
Issuance of securities and trading of those securities of publicly traded companies in the open market.
The organization delegated by the SEC for prescribing accounting standards.
The Financial Accounting Standards Board (FASB)
The SEC still retains enforcement power.
What criteria requires a company to be subject to SEC Reporting Requirements?
- Companies with publicily traded securities on national security exchange or over the counter markets. Or,
- Companies with assets greater than $10M and either 2,000 + shareholders or 500+ non accreditied investors.
unless exempt by regulation
Large, accelerated filer
Market cap is $700M and up
Accelerated Filer
Market cap is $250M-$700M
Annual revenues =$100M and up
Nonaccelerated filer
Market cap is $75-$700M
Annual revenues less than $100M
or
Market cap less than $75M
Small Reporiting Co. (SRC)
- less than $250 market cap, or
- Less than $700M market cap and less than $100M annual revenues
Regulation S-K
set of disclosure requirements public companies must comply with when filing various SEC report, to ensure accurate and complete information are provided to investors.
What is Form 10-K?
Annual report public companies are required to file to provide a comprehensive overview of the business.
What is required in Form 10-K Part II?
Management discussion and analysis (Item 7)
Quantitative and qualitative disclosures of market risk (Item 7A)
Financial Statements and supplementary data (Item 8)
Form 10-K Part II Item 7
Management Discussion & Analysis
Form 10-K: Part 2 - Financial Information
Selected financial data
management discussin and analysis
Financial Statements and supplementary data
Notes to Financial Statements
Form 10-K Part II Item 7A
Quantitative and Qualitative disclosures of market risk
Large Accelerated Filer 10-K filing deadline
60 days after fiscal year end.
Form 10-K Part II Item 8
Two years of balance sheets
Three years of income statements
Three years of SCFs
Three years Comprehensive Income
Accelerated Filer 10-K Deadline
75 days after fiscal year end
Non-accelerated Filer 10-K Deadline
90 days after fiscal year end
What is Form 10-Q?
Quarterly report
Form 10-Q PART 1
- Reviewed Financial Statements
- Management Discussion and analysis
- Quantitative and qualitative disclosures about market risk
Form 10-Q Part 1 (Item 1)
Financial statements (reviewed)
* Balance sheet for the quarter and prior fiscal year
* Quarterly and year to date income statements for thsi quarter and same period in previous year.
* Cumulative year to date statements of cash flow for the current and prior fiscal years.
Form 10-Q Part 1 (Item 2)
Management’s Discussion & Analysis
provides the company’s perspective on results of operations, liquiidity, resources, uncertainty, accounting assumptions and estimates.
Form 10-Q Part 1 (Item 3)
Quantitative and qualitative disclosures about market risk
internal, external, legal, and other risks.
10-Q Filing Deadline for Large Accelerated filers
within 40 days of the end of each of the first 3 quarters
10-Q Filing Deadline for nonaccelerated filer
45 days of the end of each first 3 quarters
What is Form 8-K
Reports significant events and must be filed within 4 business days of the event.
What are examples of significant events that would require Form 10-K?
- Entering into or terminating material agreement
- Bankruptcy
- Acquisition or disposal of assets
- Change in directors, CEO, or auditor
