SEC Reporting

Question 1

Co subject to SEC reporting req

Answer 1

1. Cos w/ publicly traded securities on national securities exchanges or over-the-counter markets
2. Cos with assets greater than $10M and either 2,000 or more shareholders or 500 or more non-accredited investors

Question 2

Form 10-K

Answer 2

10-K parts:
Part I: Business Description
Risk Factors
Properties
Legal Proceedings

Part II: Selected financial data
Mgmt’s Discussion & Analysis (MD&A)
F/S and supp data
Notes to F/S

Part III: Directors, Exec officers & corp governance
Executive compensation
security ownership of certain beneficial owners/mgmt
Certain relationships & related trans and director independence

Part IV: Exhibits (Contracts, agreements & other docs)
Financial Schedules

Question 3

10-K Deadlines

Answer 3

Large Accelerated Filer:
~ Market Cap of $700M or more
~ Deadline: 60 days after fiscal year-end

Accelerated Filer but not Small:
~ Market cap b/w $75M and $700M and annual revs $100M +
~ Deadline: 75 days after fiscal year-end

Non-accelerated Filer:
~ Market cap b/w $75M and $700M and annual revs of less than $100M or market cap less than $75M
~ Deadline: 90 days after fiscal year-end

Question 4

Form 10-Q

Answer 4

Parts of 10-Q:
Part I: F/S
MD&A
Other Financial Info

Part II: Legal proceedings
Risk Factors
Mgmt & Ownership

Question 5

10-Q Deadlines

Answer 5

Large Accelerated Filer:
~ Market Cap of $700M or more
~ Deadline: 40 days after fiscal year-end

Accelerated Filer but not Small:
~ Market cap b/w $75M and $700M and annual revs $100M +
~ Deadline: 40 days after fiscal year-end

Non-accelerated Filer:
~ Market cap b/w $75M and $700M and annual revs of less than $100M
~ Deadline: 45 days after fiscal year-end

Question 6

Regulation S-X

Answer 6

S-X governs the form and content of f/s & other fin info that must be filed as part of public filings w/ SEC

10-K F/S:
Bal Sheet: Last 2 Fiscal Years (12/31/23 & 12/31/22)
I/S: Last 3 Fiscal Years (12/31/23, 12/31/22 & 12/31/21)
CFS: Last 3 Fiscal Years (12/31/23, 12/31/22 & 12/31/21)
Changes in Equity: Last 3 Fiscal Years (12/31/23,22,21)