Companies are required to regularly file their financial reports with the SEC and disclose them to the public. These financial reports contain companies’ financial information, which is prepared in accordance with the U.S. Generally Accepted Accounting Principles (GAAP).
While the aforementioned financial reports are comprehensive, they are by no means exhaustive. Companies must file a number of other financial reports (Exhibit 3.1) arising from various transactions they may undertake in the course of their business.
Exhibit 3.1. Summary of Other Financial Reports
13-D: Tender Offers/Acquisition Reports
A 13-D by must be filed by 5%-or-more equity owners within 10 days of acquisition.
Related: 14D-1, SC 14D-1
14D-1 is submitted to the SEC at the same time as tender offer is made to holders of the equity securities of the target company.
C 13-G, 13-G, SC 13-D
13-G must be filed by reporting persons (mainly institutions) with more than 5% ownership within 45 days after the end of the calendar year.
14C, Pre 14A, PE 14C
14C is notification to shareholders of matters to be brought before shareholders’ meeting, but does not solicit proxy.
S-2
S-2 is filed to register a securities offering by companies meeting certain reporting requirements.
S-3
S-3 is filed to register a securities offering by companies meeting certain reporting requirements and also certain requirements related to voting stock.
S-4
S-4 is filed to register a securities offering in certain business combinations or reorganization.
S-11
S-11 is filed by real estate companies, mostly limited partnership and investment trusts.
10: Registrations (Trading)
10-12B and 10-12B/A are general registration filings of securities pursuant to section 12(b) of the SEC Act.
Related: 8-A, 8-A12B
8-A is a filing used to register additional securities or classes of securities.
8-B, 8-B12B
8-B: is used by successor issues — generally companies that have changed their name or state of incorporation — as notification that previously registered securities are to be traded under a new corporate identity.
424A: Prospectuses
When the sale of securities is proposed in an offering registration statement, changes required by the SEC are incorporated into the Prospectus.
10-C
Report by issuer of securities quoted on NASDAQ interdealer quotation system, pursuant to section 13 or 15(d).
11-K
Annual report of employee stock purchase plans, savings and similar; pursuant to rule 13a-10 or 15d-10.
18-K
Annual report for foreign governments and political subdivisions.
1. Annual Report versus 10-K
Exercise
Q1:
What differences exist between the annual report and a 10-K?
An annual report is not a required SEC filing, whereas a 10-K is.
An annual report is not reviewed by an independent auditor, whereas a 10-K is.
An annual report in general presents a more detailed picture of a company’s operations.
No differences exist between an annual report and a 10-K.
2. Form 10-Q
Exercise
Q1:
What are some of the characteristics of a 10-Q?
Form 10-Q is filed four times a year, at the end of each quarter.
Form 10-Q is reviewed by an independent auditor.
Form 10-Q contains detailed information about a company’s stock options and debt.
Form 10-Q must now be filed with the SEC 35 days following each quarter.
3. Form 8-K
Exercise
Q1:
When is Form 8-K typically filed?
When a company announces an acquisition
End of each quarter
Any time a company undergoes or announces a materially significant event
Annually, prior to a company’s annual shareholder meeting
What differences exist between the annual report and a 10-K?
An annual report is not a required SEC filing, whereas a 10-K is.
An annual report is not reviewed by an independent auditor, whereas a 10-K is. [An annual report is audited, just like a 10-K.]
An annual report in general presents a more detailed picture of a company’s operations. [It is the 10-K, not an annual report, which presents a more detailed picture.]
No differences exist between an annual report and a 10-K.
Form 10-Q is filed four times a year, at the end of each quarter. [Form 10-Q is filed at the end of each quarter (for the first three quarters) of a company’s fiscal year.]
Form 10-Q is reviewed by an independent auditor. [Form 10-Q is unaudited.]
Form 10-Q contains detailed information about a company’s stock options and debt. [Only a 10-K contains detailed information about a company’s stock options and debt.]
Form 10-Q must now be filed with the SEC 35 days following each quarter.
End of each quarter [An 8-K should not be filed regularly, like a 10-Q or a 10-K, but only when a company undergoes or announces a materially significant event.]
Any time a company undergoes or announces a materially significant event [such as an acquisition, a disposal of assets, bankruptcy, and so on]
Annually, prior to a company’s annual shareholder meeting [Companies must file Form 14A (proxy), not Form 8-K, prior to their annual shareholder meeting.]
