Public Company Reporting Topics

Question 1

Form 10-K

Answer 1

Annual Filing or Annual Report. Must be audited by an independent, registered auditor

Question 2

Three types of Filers

Answer 2

1. Large Accelerated Filer
2. Accelerated Filer
3. Nonaccelerated Filer

Question 3

Large Accelerated Filer

Answer 3

Market Value of $700 million or more

File within 60 days of fiscal year end

10-Q within 40 days of end of quarter

Question 4

Accelerated Filer

Answer 4

Market value between $75 and $700 million.

10-K within 75 days of fiscal year end

10-Q within 40 days of end of quarter

Question 5

Nonaccelerated Filer

Answer 5

Market value less than $75 million

10-K within 90 days of fiscal year end

10-Q within 45 days of end of quarter.

Question 6

10-K Part 1

Answer 6

Description of the Business
Risk Factors
Properties & physical assets of the business
Legal Proceedings

Question 7

10-K Part 2

Answer 7

Market price of stock overview
Consolidated financial info
MD&A
Financial Statements (going concern opinion)
Changes in disagreements with accountants
Controls and procedures

Question 8

10-K part 3

Answer 8

Directors, executives, and corporate governance
Executive compensation
Security ownership of certain beneficial owners
Certain relationships, related party transactions
Principal accounting fees and services

Question 9

10-K part 4

Answer 9

Exhibits, financial statement schedules, and signatures

Question 10

Form 10-Q

Answer 10

Quarterly Filing. Not audited but is reviewed by an auditor. Disclosures in the 10-Q are not nearly as extensive as in the 10-K. Includes balance sheet, income statements, and cash flow statements. Prepared as of YTD and includes prior year-end numbers as well.

Question 11

Form 8-K

Answer 11

For significant events that happen between 10-Ks and 10-Qs. These might include a bankruptcy, departure of a CEO, triggering events for material obligations, delisting from a stock exchange, change in accountants, etc.

Question 12

Basic Earnings per share

Answer 12

Net income - Preferred Stock Dividends/ Weighted Avg # of Outstanding Common Shares

Question 13

Items affecting the numerator of Earnings per Share

Answer 13

With convertible bonds, the interest expense needs to be added to net income in the numerator (but net of tax)

Question 14

Items affecting the denominator

Answer 14

First, only dilutive (items that would lower EPS) potential common stock will be included. For convertible bonds it’s possible that when adding back interest expense to the numerator and the potential shares to the denominator that it’s actually non-dilutive, is so it wouldn’t be used in the calculation of DEPS. The company buys back as many shares as it can based on the exercise price. Also for convertible bonds, assume the bonds are converted to shares and add the shares to the denominator