SEC Reporting

These lectures cover practice CPA questions that cover SEC reporting requirements such as 10-K, 10-Q, Regulation S-X and Interim Financial Statements.

SEC Reporting

Securities Offering Registration Statements
When a company issues new securities, it is required to submit a registration statement to the
SEC that includes:

Disclosures about the securities being offered for sale.
The relationship of the new securities to the company’s other securities.
Information similar to that filed in the annual filing.
Audited financial statements.
A description of business risk factors

Form 10-K
Form 10-K must be filed annually by U.S. registered companies (issuers). The filing deadline for Form 10-K is 60 days after the end of the fiscal year for large accelerated filers, 75 days after the end of the fiscal year for accelerated filers, and 90 days after the end of the fiscal year for all other registrants. These forms contain financial disclosures, including a summary of financial data, management’s discussion and analysis (MD&A), and audited financial statements prepared using U.S. GAAP.

Form 10-Q
Form 10-Q must be filed quarterly by U.S. registered companies (issuers). The filing deadline for Form 10-Q is 40 days after the end of the fiscal quarter for large accelerated filers and accelerated filers, and 45 days after the end of the fiscal quarter for all other registrants. This form contains unaudited financial statements prepared using U.S. GAAP, interim period MD&A,
and certain disclosures.

Form 11-K
This is the annual report of a company’s employee benefit plan(s).

Forms 20-F and 40-F
These forms must be filed annually by foreign private issuers. Form 40-F is filed by specific Canadian companies registered with the SEC and Form 20-F is filed by other non-U.S. registrants. These forms are similar to Form 10-K and contain financial disclosures, including a summary of financial data, management’s discussion and analysis (MD&A), and audited financial statements. The financial statements may be prepared using U.S. GAAP, IFRS, or a comprehensive body of accounting principles other than U.S. GAAP or IFRS. If a comprehensive body of accounting principles other than U.S. GAAP or IFRS is used, certain reconciliations to U.S. GAAP must be provided

Form 8-K
This form is filed to report major corporate events such as corporate asset acquisitions or disposals, changes in securities and trading markets, changes to accountants or financial statements, and changes in corporate governance or management.

Regulation S-X: Requirements for Interim Financial Statements

Review Requirement
Interim financial statements filed with the SEC must be reviewed by an independent public accountant and the review report must be filed with the financial statements.

Statements and Periods Presented
The interim financial statements should include the following:

Balance sheets as of the end of the most recent fiscal quarter and as of the end of the preceding fiscal year. A balance sheet for the corresponding fiscal quarter for the preceding fiscal year is not required unless necessary to understand the impact of
seasonal fluctuations.

Income statements for the most recent fiscal quarter, for the period between the end of the preceding fiscal year and the end of the most recent fiscal quarter, and for the corresponding periods of the preceding fiscal year. The financial statements may also include income statements for the cumulative 12-month period ended during the most
recent fiscal quarter and for the corresponding preceding period.

Statements of cash flows for the period between the end of the preceding fiscal year and the end of the most recent fiscal quarter, and for the corresponding period for the preceding fiscal year. The financial statements may also present statements of cash flows for the cumulative 12-month period ended during the most recent fiscal quarter and for the corresponding preceding period.

Adjustments for Fair Presentation
Interim financial statements should reflect adjustments necessary to fairly state the results of the interim period, and a statement to that effect should be included in the notes to the financial statements. Adjustments include estimated provisions for bonus and profit-sharing arrangements that are normally determined or settled at year-end. If all such adjustments are of
a normal recurring nature, a statement should be made to that effect. The financial statements should include a detailed description of the nature and amount of adjustments that are not normal recurring adjustments