SEC Reporting Flashcards
Form 10-K
filed annually; includes
- disclosures
- MD&A
- audited F/S (GAAP)
registration statements
required to issue new securities
- disclosures about securities
- relationship of securities to others
- audited F/S
- description of business risk factors
large accelerated filer
issuer with market value of outstanding common equity held by non-affiliates of $700 million or more as of Q2 end.
10-K deadline: 60 days after fiscal YE
10-Q deadline: 40 days after end of fiscal quarter
accelerated filer
issuer with market value of outstanding common equity held by non-affiliates of $75 million or more but less than $700 million as of Q2 end.
10-K deadline: 75 days after fiscal YE
10-Q deadline: 40 days after end of fiscal quarter
10-K deadline for non-accelerated filers
90 days after fiscal YE
Form 10-Q
filed quarterly; includes
- unaudited F/S (GAAP)
- interim period MD&A
- certain disclosures
10-Q deadline for non-accelerated filers
45 days after end of fiscal quarter
Form 11-K
annual report of company’s employee benefit plan(s)
Forms 20-F and 40-F
(F) foreign, private issuers
filed annually, similar to 10-K (GAAP, IFRS, or other)
40 (Canadian companies registered w/ SEC)
20 (other non-US registrants)
Form 6-K
filed semi-annually by foreign private issuers
similar to 10-Q
Form 8-K
filed to report major corporate event or changes
asset acquisitions/disposals, changes in management
Forms 3, 4 and 5
filed by directors, officers, beneficial owners of more than 10%of a class of equity securities
Regulation S-X
SEC standards for form and content of and requirements for interim and annual F/S to be filed
requirements for interim F/S
- F/S must be reviewed and report filed with F/S
- includes B/S, I/S, and CF/S (may be condensed)
- adjustments to F/S
- disclosures (material contingencies and subsequent events to end of recent fiscal year)
requirements for annual F/S
- F/S must be audited and report filed with F/S
- must include 2 B/S and 3 I/S, CF/S and SE/S (only 2 for IFRS)
- required disclosures
disclosure requirements for annual F/S
dividends/share
principles of consolidation/combination
assets subject to lien
defaults (issue of securities/credit agreements)
preferred shares disclosures
changes in bonds, mortgages, or similar debt
summarized financial information of subsidiaries
income tax expense
warrants/rights outstanding
related party transactions
policies for derivative instruments
XBRL
extensible business reporting language
data tags to describe financial information
tells computers how to interpret context of text
tag
machine-readable code that gives standard definition for each line item in F/S
provide contextual information that allow data to be recognized/processed by software
taxonomy
defines specific tags
GAAP, IFRS, global ledger, industry or company specific
instance document
XBRL formatted document that contains tagged data
SEC interactive data rule
requires US public and foreign private issuers that use GAAP/IFRS to present F/S and any applicable schedules to use XBRL
phase-in periods
SEC interactive data rule
over three years
phase-in year 1
domestic and foreign large accelerated filers with public afloat above 5 billion that use GAAP for forms with fiscal period ending on or after June 15, 2009
phase-in year 2
domestic and foreign large accelerated filers that use GAAP for forms with fiscal period ending on or after June 15, 2010
phase-in year 3
all remaining filers (GAAP/IFRS) with forms for fiscal period ending on or after June 15, 2011
data tagging details
4 levels starting one year from the filer’s initial XBRL submission
level 1
each complete footnote/schedule is tagged as a single block of text
level 2
each significant accounting policy within the significant accounting policy footnote is tagged as a single block of text
level 3
each table within each footnote/schedule is tagged as a separate block of text
level 4
within each footnote/schedule, each amount is required to be separately tagged
modified liability
provision for liability in non-compliant XBRL submissions for 24 months from the time the filer first is required to submit
period ends 10/31/14
30-day grace period
interactive data required within 30 days after the earlier of:
due date or filing date
posting to corporate website
information submitted to SEC in interactive data format must be posted on filer’s corporate website no later than the end of the calendar day on date filed OR date it was required (whichever is earlier)
interim F/S period requirements
B/S: end of FQ AND end of preceding FY
I/S: recent FQ, period b/w end of preceding FY and end of recent FQ, AND corresponding period of preceding FY; may present cumulative 12-month period also
CF/S: period b/w end of preceding FY and end of recent FQ) AND corresponding period of preceding FY; may present cumulative 12-month period also
