Now that the public company is subject to the requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and begin SEC reporting, management should become familiar with the most common SEC reports which the company will be required to file with the SEC. This includes Annual Reports on Form 10-K (“10-Ks”), Quarterly Reports on Form 10-Q (“10-Qs”), and Current Reports on Form 8-K (“8-Ks”).
Not every company that is subject to SEC reporting is created equal when it comes to disclosure required to be in SEC reports and the deadlines for filing such SEC reports. What determines certain disclosure and deadlines for the filing of SEC reports is whether the company is a “large accelerated filer,” an “accelerated filer,” a “smaller reporting company,” or an “emerging growth company.” Information about the definition of a “large accelerated filer” and an “accelerated filer” can be found here.
A “smaller reporting company” is an SEC reporting company that is not an investment company or asset-backed issuer or majority-owned subsidiary and that (i) had a public float of less than $75 million as of the last business day of its most recently completed second fiscal quarter; or (ii) in the case of an initial registration statement, had a public float of less than $75 million as of a date within days of the filing of the registration statement; or (iii) in the case of a company whose public float as calculated by (i) or (ii) is zero, had annual revenues of less than $75 million during the most recently completed fiscal year for which audited financial statements are available.
More on “emerging growth companies” will be included in a future post but the definition can be found here.
What is a 10-K?
The importance of 10-Ks as an SEC report cannot be understated. The 10-K is one of the few SEC reports which must include audited financial statements of the SEC reporting company. The 10-K also includes critical information such as:
description of the business of the company;
disclosure of risk factors pertaining to the company;
description of properties and legal proceedings of the company;
discussion and analysis of the company’s financial condition and business results;
description of management, including executive and director compensation;
disclosure of beneficial ownership of management and certain major shareholders of the company;
description of certain related-party transactions of the company;
disclosure of accounting and audit-related fees incurred by the company; and
exhibits which include “material definitive agreements,” etc.
10-Ks for “smaller reporting companies” are due to be filed no later than 90 days after the end of the SEC reporting company’s fiscal year. A 15-calendar day extension of the filing deadline is available through the filing of a 12b-25 no later than the next business day after the original 10-K filing deadline.
What is a 10-Q?
Although not as extensive as a 10-K, the 10-Q is a critical SEC report for an SEC reporting company due to the fact that it requires the filing of quarterly (unaudited) financial statements which keep investors up to date on the financial status of the SEC reporting company between 10-K filings. The 10-Q also includes discussion and analysis of the company’s financial condition and business results and may include disclosure regarding legal proceedings, risk factors, unregistered sales of equity securities, defaults upon senior securities, and exhibits.
10-Qs for “smaller reporting companies” are due to be filed no later than 45 days after the end of the SEC reporting company’s fiscal quarters (except for the final fiscal quarter). A 5-calendar day extension of the filing deadline is available through the filing of a 12b-25 no later than the next business day after the original 10-Q filing deadline.
What is an 8-K?
As far as keeping current on the SEC reporting company, the 8-K is the most important as it requires filing within four business days (in most circumstances). The following information is required to be filed in an 8-K by an SEC reporting company:
entry into and termination of “material definitive agreements;”
merger and acquisition transactions;
changes of control;
changes in auditor;
amendments to the SEC reporting company’s organizational documents;
sales of unregistered equity securities;
changes in management; and
disclosures pursuant to Regulation FD
Filing SEC reports can be a very complicated process which requires the engagement of services of an expert who specializes in SEC reporting. Business Legal Advisors, LLC has over seven years of experience representing companies subject to SEC reporting and can assist companies with preparing and filing SEC reports in conformity with disclosure requirements. Contact us for a free consultation today.