SEC Reporting Requirements Flashcards
Securities and Exchange Commission (SEC)
-SEC is a united states government agency responsible for enforcing federal securities laws, regulating the securities industry, and overseeing the country’s stock and options exchanges
- Companies subject to SEC reporting requirements
-Companies with publicly traded securities on national securities exchanges or over-the-counter markets.
- Companies with assets greater than $10 million and either 2,000 or more shareholders, or 500 or more non-accredited investors.
Regulations S-K
Regulations S-K is a set of disclosure requirements that public companies must comply with when filing various SEC reports, such as annual reports (form 10-K), quarterly reports (form 10-Q) and registration statements for securities offerings (Form S-1).
Form 10-K (which forms to file?)
-Form 10-K is an annual report that public companies are required to file with the SEC under regulation S-K
- Form 10-K parts
Part 1- Business information
Part 2- Financial information
Part 3- Governance information
Part 4- Exhibits and financial schedules
Form 10-K Filing Deadlines
Large Accelerated Filer
- Market Cap of $700 million or more
- 60 days after the fiscal year-end
Accelerated filers but not small reporting Co.
- Market cap between $75 million and $700 Million and annual revenues of $100 million or more
- 75 days after the fiscal year-end
Non- Accelerated filer
- Market cap between $75 million and $700 million and annual revenues of less than $100 million
or
Market Cap less than $75 million
- 90 days after the fiscal year-end
Form 10-Q (which forms to file?)
Form 10-Q is a quarterly report that publicly traded companies are required to fie with the SEC. The form provides unaudited financial statements and other important information about the company’s performance and operations for the most recent quarter.
- Form 10-Q parts
Part 1- Financial information
Part 2- Other information
Form 10-Q Filing Deadlines
Large Accelerated Filer
- Market Cap of $700 million or more
- 40 days after quarter end
Accelerated filers but not small reporting Co.
- Market cap between $75 million and $700 Million and annual revenues of $100 million or more
- 740 days after quarter end
Non- Accelerated filer
- Market cap between $75 million and $700 million and annual revenues of less than $100 million
or
Market Cap less than $75 million
- 45 days after quarter end
Form 8-K
-filed with SEC to disclose the occurrence of certain significant events that investors should know about promptly, rather than waiting for the next periodic report
-Filed within 4 business days of the occurrence of the event.
Form 3
-Filed by individuals who have become officers, directors, or beneficial owners of more than 10% of the company
- Filed within 10 days of becoming an officer, director, or beneficial owner of the company’s equity securities.
Form 4
- Filed by officers, directors, and any beneficial owners of more than 10% of a publicly traded company must file with the SEC to report any changes in their ownership of a company’s equity securities
Form 5
-Filed by officers, directors, and any beneficial owners of more than 10% of a publicly traded company to report any transactions that should have been reported on a previous form 4 but were not reported, or that were reported on a previous form 4 but had errors or omissions
Form 11-K
-Form 11-K is a document filed by Employee benefit plans that are subject to the Employee Retirement Income security act of 1974
- The purpose of the form is to provide information about the financial condition and operation of the employee benefit plan to plan participants and the SEC.
Form 6-K
-Filed by Foreign private issuers with the SEC
-Provide current and periodic information to US investors on important events or developments that occur outside of the US
Form 20-F and 40-F
-Filed annually by foreign private issuers
-Canadian companies registered with the SEC are required to file form 40-F, while other non-US registrants are required to file form 20-F
- These forms are similar to form 10-K in that they contain audited Financial Statements, financial disclosures, a summary of financial date, and management’s discussion and analysis.
Regulation S-X
Governs the form and content of financial statements and other financial information that must be filed as part of public company filings with the SEC.
Form 10-K (what is to be included in the forms?)
Balance Sheet
- Last 2 fiscal years
Income statement & statement of OCI
- Last 3 fiscal years
Statement of Cashflow
- Last 3 fiscal years
Statement of Changes in equity
- Last 3 fiscal years
Form 10-K audit requirement
- Financial statements must be audited by an independent public accountant and filed with the SEC along with the audit report
